Page 24
-
-
-
- if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate thesubscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceedwith the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report anyPre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicablelaw. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately madein the relevant sections of the Red Herring Prospectus and the Prospectus.
- - (i) purchase of new machinery and equipment for our Gangol Manufacturing Facility for increasing our
transformer manufacturing capacity, expanding and automating our backward integration facilities and
enhancing operational efficiency;
- - (ii) civil construction and interior development of an office building at our Gangol Manufacturing Facility;
and
- - (iii) enhancing our sustainability initiatives by (a) setting up of solar power plants at our Manufacturing
Facilities, and (b) purchasing Electric Vehicles for handling and movement at our Gangol Manufacturing
Facility.
The Offer shall constitute [●]% of the post-Offer paid-up Equity Share capital of our Company. For further information, see“The Offer” and “Offer Structure” beginning on pages 77 and 440, respectively.
Objects of the Offer
The Net Proceeds are proposed to be utilised towards the following objects:
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to its filing with the RoC.
Subject to completion of the Offer and finalization of Allotment.
^ To be updated upon finalisation of Price Band.
* Also the Promoter Selling Shareholder.
For further information, see “Capital Structure” and “Our Promoters and Promoter Group” beginning on page 91 and 301,
respectively.
Page 25
Aggregate pre-Offer and post-Offer shareholding of our Promoters, the members of our Promoter Group and additional
top 10 Shareholders of our Company as at Allotment
As on the date of this draft red herring prospectus, our Company has 45 shareholders, including the Promoters and members of
the Promoter Group.
The aggregate pre-Offer shareholding of our Promoters, our Promoter Group and the additional top 10 Shareholders (apart from
Promoters and members of the Promoter Group) as a percentage of the pre-Offer and post-Offer paid-up Equity Share capital
of our Company as on the date of the Price Band advertisement and as at the date of Allotment is set out below:
* To be filled at the Prospectus stage.
@ To be updated at pre-issue and price band advertisement stage and in the Prospectus, assuming full subscription in the Offer. The post-Offer shareholding
details as at Allotment will be based on the actual subscription and the Offer Price and updated in the Prospectus, based on the Offer Price of ₹[●] and subjectto finalization of the Basis of Allotment. Further, assuming that there is no transfer of shares by the Shareholders between the date of the Price Band
advertisement and Allotment, and if any such transfers occur prior to the date of the Prospectus, it will be updated in the shareholding pattern in the Prospectus.
- (1) To be updated upon finalisation of Price Band.
$ Also, the Promoter Selling Shareholder.
For further information, see “Capital Structure” beginning on page 91.
Summary of selected financial information
The details of certain financial information of our Company as at and for the six-month period ended September 30, 2025 and
the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, as derived from the Restated Financial
Information are set forth below:
Page 88
Investor grievances
Bidders may contact the Company Secretary and Compliance Officer, BRLMs or the Registrar to the Offer in case of any pre-
Offer or post-Offer related queries, grievances and for redressal of complaints including non-receipt of letters of Allotment,
non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds
by electronic mode, etc.
All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details such as
name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, address ofBidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was
blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum
Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further,
the Bidder shall enclose a copy of the Acknowledgment Slip or provide the application number received from the Designated
Intermediary(ies) in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted
through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar
to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA
Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such asthe name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of theAnchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the BRLMs where the Anchor Investor
Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
Nuvama Wealth Management Limited
801 – 804, Wing A, Building No 3
Inspire BKC, G Block
Bandra Kurla Complex, Bandra East
Mumbai 400 051, Maharashtra, India
Telephone: +91 22 4009 4400
E-mail:[kanohar.ipo@nuvama.com](mailto:kanohar.ipo@nuvama.com)
Investor grievance e-mail:customerservice.mb@nuvama.com
Website: www.nuvama.com
Contact person: Pari Vaya/ Soumavo Sarkar
SEBI registration number.: INM000013004
IIFL Capital Services Limited
(formerly known as IIFL Securities Limited)
24th Floor, One Lodha Place
Senapati Bapat Marg, Lower Parel (West)
Mumbai 400 013
Maharashtra, India
Telephone: +91 22 4646 4728
Email:[kanoharelectricals.ipo@iiflcap.com](mailto:kanoharelectricals.ipo@iiflcap.com)
Investor grievance e-mail: ig.ib@iiflcap.com
Website: www.iiflcapital.com
Contact person: Gaurav Mittal/ Pawan Kumar Jain
SEBI registration number.: INM000010940
Syndicate Members
[●]
Statement of inter-se allocation of responsibilities among the BRLMs
The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:
CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is as set forth below:
(in ₹, except share data)
* To be updated upon finalization of the Offer Price and subject to finalization of Basis of Allotment.
Page 106
(1) The date of subscription to the Memorandum of Association is October 28, 1972. Our Company was incorporated on November 13, 1972, and our Board of Directors, pursuant to its resolution dated November 14, 1972, noted the
allotment of two equity shares of face value of ₹ 100 each to Kanohar Lal Singhal and Trishla Singhal, pursuant to the initial subscription to the Memorandum of Association.
+ The name of “Kanohar Lal Singhal Karta Singhal & Sons HUF” has been inadvertently recorded as “Kanohar Lal Singhal Karta, Singhal & Sons” or “Kanohar Lal Singhal Karta, Singhal & Sons HUF” in Board resolutions passedfor allotment of equity shares and/or the Forms 2 filed with the RoC for such allotments.
@ The name of “Dinesh Singhal and Dinesh Singhal Karta, Dinesh Singhal HUF and Trishla Singhal, and Mukesh Singhal and Mukesh Singhal Karta, Mukesh Singhal HUF, and Deepa Singhal and Shashi Singhal c/o Singhal Financiers”
has been inadvertently recorded as “Dinesh Singhal and Dinesh Singhal Karta, Dinesh Singhal HUF, Trishla Singhal, Mukesh Singhal and Mukesh Singhal Karta, Mukesh Singhal HUF, Deepa Singhal and Shashi Singhal” in the Form2 filed with the RoC (i) pursuant to allotment of equity shares of face value of ₹ 100 each pursuant to the Board resolution dated March 16, 1985; and (ii) in relation to the allotment of bonus shares of face value ₹100 each pursuant tothe Board resolution dated July 1, 1992.
! Pursuant to our Board resolution dated August 25, 1989 and November 29, 1990, 12,589 equity shares of face value of ₹ 100 each and 6,400 equity shares of face value of ₹ 100 each, respectively, were allotted as fully-paid up bonus
shares to the-then equity shareholders of our Company and 11 equity shares of face value of ₹ 100 each and 9 equity shares of face value of ₹ 100 each were allotted to Hemant Kumar Gupta as a nominee on behalf of certain shareholders
of our Company, who were entitled to receive the fractional shares pursuant to such bonus allotments, for sale and distribution of the net sale proceeds of such shares amongst such shareholders.
& The name of “Shubha Singhal” has been inadvertently recorded as “Subha Singhal” in the Forms 2 filed in relation (1) the bonus issue of equity shares of face value of ₹ 100 each on July 1, 1992; and (2) the bonus issue of equity shares
of face value of ₹ 10 each on November 11, 1994.
% (1) The name of “Adesh Singhal Karta, Adesh Singhal HUF” has been inadvertently recorded as “Adesh Singhal Karta – Adesh Singhal & Sons HUF”; (2) the name of the name of “Brijesh Singhal Karta, Brijesh Singhal HUF” has
been inadvertently recorded as “Brijesh Singhal Karta – Brijesh Singhal & Sons HUF”; and (3) the name of “Mukesh Singhal Karta, Mukesh Singhal HUF” has been inadvertently recorded as “Mukesh Singhal Karta – Mukesh Singhal& Sons HUF” in the Form 2 filed in relation to bonus issue of equity shares of face value of ₹ 10 each allotted on November 11, 1994 and December 30, 1994, respectively.
* The name of “Brijesh Singhal Karta Brijesh Singhal HUF” has been inadvertently recorded as “Brijesh Singhal Kurta HUF” in the board resolution dated March 31, 2011, passed in relation to the reissue of equity shares of face valueof ₹ 10 each allotted on March 31, 2011.
(2) Certain subscription amounts for equity shares of face value ₹ 10 each allotted by our Company on October 1, 1995, pursuant to a public issue of partly paid-up equity shares, were not received after the allotment, and consequently, onOctober 8, 2009, 34,600 equity shares of face value of ₹ 10 each held by 23 investors were forfeited. Out of an aggregate of ₹ 0.87 million payable by such investors at a consideration of ₹ 25 per equity share of face value of ₹ 10 each,an aggregate of ₹ 0. 29 million was unpaid and an aggregate of ₹ 0.58 million had been paid up with respect to such forfeited equity shares.
(3) A part of the subscription amount equal to ₹ 125 per equity share on the 585,600 equity shares of face value ₹ 10 each allotted to Rakesh Goel, pursuant to a board resolution dated November 9, 2011, was not received at the time of first
and final call made on August 14, 2009. Consequently, the 585,600 equity shares of face value of ₹ 10 each were forfeited. Out of an aggregate of ₹ 146.40 million payable at a consideration of ₹ 250 per equity share, including a
Page 107
premium of ₹ 240 per equity share, an aggregate of ₹ 73.20 million had been paid-up and an aggregate of ₹ 73.20 million was unpaid.The aggregate of ₹ 73.20 million paid-up with respect to such forfeited equity shares of face value of₹ 10 each was shifted from shares forfeited from our Company’s account to capital reserve account on September 20, 2025.
^ The secretarial and corporate records for certain past allotments, forfeiture of equity shares by our Company, the sub-division of face value of our equity shares of face value ₹ 100 each to equity shares of face value ₹ 10 each
(collectively, the “Corporate Records”), as applicable, are not traceable. GDR & Partners LLP, practicing company secretaries, appointed by our Company, has conducted an independent inspection, including physical search for the
Corporate Records as maintained at the RoC. Pursuant to their inspection and independent verification of the documents available with/ maintained by our Company, the Ministry of Corporate Affairs at the MCA Portal, the RoC, and
by way of their search report dated September 9, 2025, they have confirmed the unavailability of the Corporate Records. Further, we have also sent an intimation through our letter dated January 23, 2026 to the RoC, informing them of
the missing forms with respect to these allotments. Further, certain of our corporate records have errors. In relation to this, see “Risk Factors – We are unable to trace some of our historical corporate records. Further, certain
corporate records have errors, and certain corporate filings have been made with delays, and we have remained non-compliant with the applicable laws for a certain period in the past. We cannot assure you that no legal proceedings
or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial condition and reputation.” on page 45.
^^ 156,000 Equity Shares issued pursuant to the bonus allotment dated September 19, 2025, in favour of the 34 shareholders of our Company, have been credited to demat suspense account “Kanohar Electricals Limited – UnclaimedSecurity Suspense Escrow Account” on September 25, 2025, instead of their respective demat accounts, owing to our inability to establish contact with such shareholders. For more details, see “Risk Factors – As on date of this Draft
Red Herring Prospectus, 34 public Shareholders of our Company who collectively hold 208,000 Equity Shares are currently untraceable. Further, 156,000 Equity Shares issued to such Shareholders pursuant to a bonus issue on
September 19, 2025, along with the Equity Shares previously held by them in our Company, have not been credited to their demat accounts as we have been unable to establish contact with them, and have been credited to a demat
suspense account.” on page 48.
Page 128
+ The name of “Kanohar Lal Singhal Karta Singhal & Sons HUF” has been inadvertently recorded as “Kanohar Lal Singhal Karta, Singhal & Sons” or
“Kanohar Lal Singhal Karta, Singhal & Sons HUF” in Board resolutions passed for allotment of equity shares and/or the Forms 2 filed with the RoCfor
such allotments.
!! Pursuant to our Board resolution dated August 25, 1989 and November 29, 1990, 12,589 equity shares of face value of ₹ 100 each and 6,400 equityshares of face value of ₹ 100 each, respectively, were allotted as fully-paid up bonus shares to the-then equity shareholders of our Company and 11 equityshares of face value of ₹ 100 each and 9 equity shares of face value of ₹ 100 each were allotted to Hemant Kumar Gupta as a nominee on behalf of
certain shareholders of our Company, who were entitled to receive the fractional shares pursuant to such bonus allotments, for sale and distribution of
the net sale proceeds of such shares amongst such shareholders.
& The name of “Shubha Singhal” has been inadvertently recorded as “Subha Singhal” in the Forms 2 filed in relation (1) the bonus issue of equity shares
of face value of ₹ 100 each on July 1, 1992; and (2) the bonus issue of equity shares of face value of ₹ 10 each on November 11, 1994.
% (1) The name of “Adesh Singhal Karta, Adesh Singhal HUF” has been inadvertently recorded as “Adesh Singhal Karta – Adesh Singhal & Sons HUF”;(2) the name of the name of “Brijesh Singhal Karta, Brijesh Singhal HUF” has been inadvertently recorded as “Brijesh Singhal Karta – Brijesh Singhal& Sons HUF”; and (3) the name of “Mukesh Singhal Karta, Mukesh Singhal HUF” has been inadvertently recorded as “Mukesh Singhal Karta – MukeshSinghal & Sons HUF” in the Form 2 filed in relation to bonus issue of equity shares of face value of ₹ 10 each allotted on November 11, 1994.
^ The secretarial records for certain past allotments and forfeiture of equity shares by our Company and sub-division of face value of our equity shares of
face value ₹ 100 each to equity shares of face value ₹ 10 each 2 (collectively, the “Corporate Records”), as applicable, are not traceable. GDR &
Partners LLP, practicing company secretaries, appointed by our Company, has conducted an independent inspection, including physical search for the
Corporate Records as maintained at the RoC. Pursuant to their inspection and independent verification of the documents available with/ maintained by
our Company, the Ministry of Corporate Affairs at the MCA Portal and the RoC and by way of their search report dated September 9, 2025, they have
confirmed the unavailability of the Corporate Records. Further, we have also sent an intimation through our letter dated January 23, 2026 to the RoC,
informing them the missing forms with respect to these allotments. Further, certain of our corporate records have errors. In relation to this, see “Risk
Factor – We are unable to trace some of our historical corporate records. Further, certain corporate records have errors, and certain corporate filings
have been made with delays, and we have remained non-compliant with the applicable laws for a certain period in the past. We cannot assure you
that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our
financial condition and reputation.” on page 45.
^^ 156,000 Equity Shares issued pursuant to the bonus allotment dated September 19, 2025, in favour of the 34 shareholders of our Company, have beencredited to demat suspense account “Kanohar Electricals Limited – Unclaimed Security Suspense Escrow Account”, instead of their respective demataccounts, owing to our inability to establish contact with such shareholders. For more details, see “Risk Factors – As on date of this Draft Red Herring
Prospectus, 34 public Shareholders of our Company who collectively hold 208,000 Equity Shares are currently untraceable. Further, 156,000 Equity
Page 132
* Subject to finalisation of Basis of Allotment.
Page 133
@ Adjusted to give effect to the Bonus Issue and Split of Equity Shares.
* Subject to finalisation of Basis of Allotment.
To be updated in the Prospectus prior to filing with the RoC.
All the Equity Shares held by our Promoter were fully paid-up on the respective dates of allotment of such Equity
Shares. Further, none of our Equity Shares held by our Promoter are pledged.
- (d) None of the members of our Promoter Group, our Promoters, our Directors and their relatives have purchased or sold
any securities of our Company (other than through gift transfers) during the period of six months immediately
preceding the date of this Draft Red Herring Prospectus.
- (e) There have been no financing arrangements whereby our Promoters, the members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company (other than
in the normal course of the business of the relevant financing entity) during a period of six months immediately
preceding the date of this Draft Red Herring Prospectus.
- 11. Details of Promoter’s contribution and lock-in
- (a) Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer EquityShare capital of our Company held by our Promoter Trust shall be considered as minimum promoter’s contribution
(the “Promoter’s Contribution”) and, pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-infor a period of 18 months from the date of Allotment. Our Promoter Trust’s shareholding in excess of 20% of the fullydiluted post-Offer Equity Share capital of our Company shall be locked in for a period of six months from the date of
Allotment.
- (b) Details of the Equity Shares to be locked in for 18 months from the date of Allotment as Promoter’s Contribution areset forth in the table below:
Note: To be updated in the Prospectus prior to filing with the RoC.
* Subject to finalisation of Basis of Allotment.
- (c) Our Promoter Trust has given consent to include such number of Equity Shares held by it as may constitute 20% of
the fully diluted post-Offer Equity Share capital of our Company as Promoter’s Contribution. Our Promoter Trust hasagreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoter’s Contribution fromthe date of filing this Draft Red Herring Prospectus until the expiry of the lock-in period specified above, or for such
other time as required under SEBI ICDR Regulations, except as may be permitted in accordance with the SEBI ICDR
Regulations.
- (d) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible forcomputation of Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this connection,we confirm the following:
- - (i) The Equity Shares offered for Promoter’s Contribution do not include Equity Shares acquired in the threeimmediately preceding years (a) for consideration other than cash involving revaluation of assets or
- - -
- - -
- - -
- - -
OBJECTS OF THE OFFER
The Offer is of up to [●] Equity Shares of face value of ₹ 2 each aggregating to ₹ [●] million comprising a Fresh Issue of [●]Equity Shares of face value of ₹ 2 each, aggregating up to ₹ 3,000 million by our Company, and an Offer for Sale of up to
14,590,000 Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●] million by the Promoter Selling Shareholder, subjectto finalization of the Basis of Allotment.
Offer for Sale
The Promoter Selling Shareholder will be entitled to the proceeds of the Offer for Sale, after deducting the Offer related
expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale. The table below sets
forth certain details in relation to the Promoter Selling Shareholder and the Offered Shares:
Fresh Issue
The details of the proceeds from the Fresh Issue are provided in the following table:
* Subject to full subscription of the Fresh Issue
Page 300
- bb. Taking such action, give such directions, as may be necessary or desirable as regards the Offer and to do all such acts,matters, deeds and things, including but not limited to the allotment of Equity Shares against the valid applications receivedin the Offer, which are in the best interests of our Company;
- cc. Approving the list of 'group companies' of our Company, identified pursuant to the materiality policy adopted by our Board,for the purposes of disclosure in the DRHP, the RHP and the Prospectus; and to approve the list of pending litigationsinvolving such group companies which has a material impact on our Company;
- dd. Settling all questions, difficulties or doubts that may arise in regard to the Offer, including issue, allotment, terms of theOffer, utilization of the Offer proceeds and matters incidental thereto as it may deem fit;
- ee. Authorizing any officers (the "Authorized Officers"), for and on behalf of our Company, to negotiate, finalize, execute,deliver and terminate, on a several basis, any agreements and arrangements as well as amendments or supplements theretothat any such Authorized Officer considers necessary, desirable or advisable, in connection with the Offer, including,without limitation, engagement letter(s), memoranda of understanding, the listing agreements with the Stock Exchanges,the registrar's agreement, the depositories agreements, the offer agreement with the Promoter Selling Shareholder and thebook running lead managers (and other entities as appropriate), the underwriting agreement, the share escrow agreement,the syndicate agreement, the cash escrow and sponsor bank agreement, confirmation of allocation notes, the advertisementagency agreement, and any agreement or document in connection with any pre-IPO Placement (including any placementagreement, escrow agreement and Offer documentation), with, and to make payments to or remunerate by way of fees,commission, brokerage or the like or reimburse expenses incurred in connection with the Offer by the book running leadmanagers, Syndicate Members, placement agents, Registrar to the Offer, Bankers to the Offer, Managers, Underwriters,Escrow Agents, accountants, auditors, legal counsel, depositories, credit rating agencies, advertising agencies, monitoringagencies, and all such persons or agencies as may be involved in or concerned with the Offer; and any such agreements ordocuments so executed and delivered and acts and things done by any such Authorized Officer shall be conclusive evidenceof the authority of the Authorized Officer and our Company in so doing;
- ff. Authorizing any Authorized Officer, for and on behalf of our Company, to severally take any and all action in connectionwith making applications, seeking clarifications and obtaining approvals (or entering into any arrangement or agreementin respect thereof) in connection with the Offer, including, without limitation, applications to, and clarifications orapprovals from the Regulatory Authorities, any lenders to our Company, any party with whom our Company has enteredinto commercial and other agreements or any other third parties and that any such action already taken or to be taken ishereby ratified, confirmed and/or approved as the act and deed of the Authorized Officer and our Company, as the casemay be;
- gg. Severally authorizing the Authorized Officers, for and on behalf of our Company, to do or cause to be done any and allacts, deeds, matters or things as any such Authorized Officer may deem necessary, desirable or expedient in order to carryout the purposes and intent of the foregoing resolutions or the Offer; and any documents so executed and delivered or acts,deeds, matters and things done or caused to be done by any such Authorized Officer shall be conclusive evidence of theauthority of such Authorized Officer and our Company in so doing and any such document so executed and delivered oracts, deeds, matters and things done or caused to be done by any such Authorized Officer prior to the date hereof are herebyratified, confirmed and approved as the act and deed of the Authorized Officer and our Company, as the case may be; and
- hh. Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and all acts,deeds, matter or things as it may deem necessary, desirable or expedient in order to carry out the purposes and intent of theforegoing resolutions or the Offer; and any documents so executed and delivered or acts, deeds, matter and things done orcaused to be done by the IPO Committee shall be conclusive evidence of the authority of the IPO Committee in so doing.
Page 430
Listing
The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an official quotation of the Equity
Shares being offered and transferred in the Offer and [●] will be the Designated Stock Exchange, with which the Basis ofAllotment will be finalised for the Offer.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Offer Closing Date or such period as may be prescribed by SEBI.
Our Company shall refund the money raised in the Offer, together with any interest on such money as required under applicable
laws, to the Bidders if required to do so for any reason under applicable laws, including due to failure to obtain listing or trading
approval or pursuant to any direction or order of SEBI or any other governmental authority. The Promoter Selling Shareholder
shall be liable to refund money raised in the Offer, only to the extent of the Offered Shares, together with any interest on such
amount as per applicable laws. Provided that the Promoter Selling Shareholder shall not be liable or responsible to pay such
interest unless such delay is solely and directly attributable to an act or omission by it.
The Promoter Selling Shareholder undertakes to provide such reasonable assistance as may be requested by our Company, to
the extent such assistance is required from it in relation to the Offered Shares to facilitate the process of listing and
commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed by the SEBI. Any expense
incurred by our Company on behalf of any of the Promoter Selling Shareholder with regard to interest on such refunds will be
reimbursed by such Promoter Selling Shareholder in proportion to the Offered Shares.
Consents
Consents in writing of (a) Promoter Selling Shareholder, our Directors, our Company Secretary and Compliance Officer, legal
counsel to our Company, our Statutory Auditor, the BRLMs, the Registrar to the Offer, bankers to our Company (wherever
applicable), the Independent Chartered Engineer, the Independent Chartered Accountant, the Practicing Company Secretary
and the Industry Data Provider, in their respective capacities have been obtained and have not be withdrawn as on the date of
this Draft Red Herring Prospectus, and the (b) Syndicate Members, Monitoring Agency, Sponsor Bank(s), Escrow Collection
Bank(s), Public Offer Account Bank(s) and Refund Bank(s), to act in their respective capacities, will be obtained and filed,
along with a copy of the Red Herring Prospectus, with the RoC as required under the Companies Act and such consents shall
not be withdrawn up to the time of delivery of the Red Herring Prospectus for filing with the RoC.
Experts
Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red Herring
Prospectus:
Our Company has received a written consent dated January 23, 2026 from our Statutory Auditor, S S Kothari Mehta &
Company, Chartered Accountants (firm registration number 022150N), holding a valid peer review certificate from ICAI, to
include their name as required under Section 26(5) of the Companies Act, 2013, read with the SEBI ICDR Regulations, in thisDraft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and
in their capacity as our Statutory Auditor, and in respect of their (i) examination report dated January 23, 2026 on the Restated
Financial Information, (ii) the statement of special tax benefits available to the Company, and its shareholders under the direct
and indirect laws in India dated January 23, 2026, included in this Draft Red Herring Prospectus, and (iii) the certificates issued
in connection with the Offer in their capacity as the Statutory Auditor of our Company. Such consent has not been withdrawn
as on the date of this Draft Red Herring Prospectus.
Our Company has also received a written consent dated January 23, 2026, from Pawan Shubham & Co., Chartered Accountants
(firm registration number being 011573C), Independent Chartered Accountant, holding a valid peer review certificate from
ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013, read with the SEBI ICDR Regulations,in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in relation totheir certificates dated January 23, 2026, issued by them in their capacity as an independent chartered accountant to our
Company and details derived therefrom as included in this Draft Red Herring Prospectus. Such consent has not been withdrawn
as on the date of this Draft Red Herring Prospectus.
Our Company has received a written consent, pursuant to the certificates each dated January 23, 2026 (the “ICE Certificates”),from Khyati Enterprises, Chartered Engineer (registration number being M-148599-1), to include their name as required under
Section 26(5) of the Companies Act, 2013, read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus and asan “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as an independent
TERMS OF THE OFFER
The Equity Shares being issued, offered, Allotted and transferred pursuant to this Offer shall be subject to the provisions of the
Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association
and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the
Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN, the Allotment Advice and other terms and
conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be executed in respect
of this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations
relating to the offer of capital and listing and trading of securities offered from time to time by SEBI, the GoI, the Stock
Exchanges, the RoC, RBI and/or other authorities, as in force on the date of this Offer and to the extent applicable, or such
other conditions as may be prescribed by such governmental, regulatory or statutory authority while granting its approval for
the Offer.
The Offer
The Offer comprises the Fresh Issue by our Company and the Offer for Sale by the Promoter Selling Shareholder. The fees and
expenses for the Offer shall be shared amongst our Company and the Promoter Selling Shareholder in the manner agreed to by
our Company, the Promoter Selling Shareholder and be in accordance with the applicable law. Details in relation to Offerexpenses are specified in “Objects of the Offer – Offer Related Expenses”, beginning on page 147.
Ranking of the Equity Shares
The Equity Shares being issued, offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and
Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including rights in respect of
dividend, voting and other corporate benefits if any, declared by our Company after the date of Allotment. The Allottees, upon
Allotment of Equity Shares under the Offer, will be entitled to dividend and other corporate benefits, if any, declared by ourCompany after the date of Allotment. For further details, see “Main Provision of the Articles of Association” beginning onpage 485.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the Companies Act,
2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations and other applicable law. All
dividends, if any, declared by our Company after the date of Allotment (pursuant to transfer of Equity Shares from the Offer
for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Offer, in accordance with applicable law.
For further details in relation to dividends, see “Dividend Policy” and “Main Provision of the Articles of Association”beginning on pages 307 and 465, respectively.
Face Value, Floor Price, Price Band and Offer Price
The face value of the Equity Shares is ₹ 2. The Floor Price of Equity Shares is ₹ [●] per Equity Share and the Cap Price is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per Equity Share.
The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company in consultation with theBRLMs, in compliance with the SEBI ICDR Regulations, and advertised in all editions of [●], an English national daily
newspaper [●] and all editions of [●], a Hindi national daily newspaper (Hindi also being the regional language of Uttar Pradesh,where our Registered and Corporate Office is located), each with wide circulation, at least two Working Days prior to the Bid/
Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their websites. The
Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the
Bid cum Application Forms available at the websites of the Stock Exchanges. The Offer Price shall be determined by our
Company in compliance with the SEBI ICDR Regulations, after the Bid/ Offer Closing Date, on the basis of assessment of
market demand for the Equity Shares offered by way of Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.
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Subject to applicable law, in the event of under-subscription in the Offer, i.e. in the event valid Bids are received for less than
the total Offer size, subject to receiving valid Bids for the minimum subscription amount, i.e., for 90% of the Fresh Issue and
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be
made in the following order of priority: (i) such number of Equity Shares will first be Allotted by our Company towards the
entire Fresh Issue portion; and (b) once Equity Shares have been allotted as per (a) above, any remaining valid Bids shall be
adjusted and allocated towards the Offered Shares by the Promoter Selling Shareholder.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, our Company and the Promoter Selling Shareholder (only
if the delay is solely and directly attributable to an act or omission of the Promoter Selling Shareholder) shall be liable to pay
interest on the application money in accordance with applicable laws.
The Promoter Selling Shareholder shall reimburse any expenses and interest incurred by our Company on its behalf for any
delays in making refunds as required under the Companies Act and any other applicable law, provided that the Promoter Selling
Shareholder shall not be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly
attributable to an act or omission of the Promoter Selling Shareholder and any expenses and interest shall be paid solely to the
extent of the Offered Shares.
Arrangements for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be one Equity
Share, no arrangements for disposal of odd lots are required.
New financial instruments
Our Company is not issuing any new financial instruments through this Offer.
Restriction on transfer and transmission of shares
Except for the lock-in of the pre-Offer Equity Shares, the Promoter's Contribution and Equity Shares allotted to AnchorInvestors pursuant to the Offer, as detailed in “Capital Structure” beginning on page 91, and except as provided in our Articles,there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or splitting. See, “Main
Provision of the Articles of Association” beginning on page 465.
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To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the
time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India
for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the
Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI from
time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments (as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against
securities held by it in India, as its underlying), directly or indirectly, only if it complies with the following conditions:
- (a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
- (b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
- (c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified bySEBI; and
- (d) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject to (a)
the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI Regulations (as
mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except in cases, where
the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by the FPI.
Bids by following FPIs, submitted with the same PAN shall be treated as multiple Bids and are liable to be rejected, except for
Bids from FPIs that ultize the multiple investment manager structure in accordance with the Operational Guidelines for FPI and
Designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations (such structure referred to as“MIM Structure” provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs shallnot be treated as multiple Bids:
- ● FPIs which utilise the multi investment manager structure;
- ● Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
- ● Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
- ● FPI registrations granted at investment strategy level/ sub fund level where a collective investment scheme or fund has
multiple investment strategies/ sub-funds with identifiable differences and managed by a single investment manager.
- ● Multiple branches in different jurisdictions of foreign bank registered as FPIs;
- ● Government and Government related investors registered as Category 1 FPIs; and
- ● Entities registered as collective investment scheme having multiple share classes.
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The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs
(with same PAN).
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same
PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different
beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the
name of their respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs
with the operational guidelines for FPIs and designated Collecting Depository Participants issued to facilitate implementation
of SEBI FPI Regulations, such multiple Bids shall be rejected.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other
categories for the purpose of allocation.
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Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the
basis of allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the offer document
except in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be made for the purpose
of making Allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors and Anchor
Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall
be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined
and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to the
availability of Equity Shares in Retail Individual Investor category, and the remaining available Equity Shares, if any, shall be
allotted on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors.
The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject
to the following: (i) one-third of the portion available to Non-Institutional Investors shall be reserved for applicants with anapplication size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the portion available to Non-
Institutional Investors shall be reserved for applicants with an application size of more than ₹1.00 million, provided that theunsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of
Non-Institutional Investors. The allotment to each Non-Institutional Investor shall not be less than the Minimum NII
Application Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares,
if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in the SEBI ICDR
Regulations.
Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom
the Allotment Advice will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names
will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow
Account(s). The payment instruments for payment into the Escrow Account(s) should be drawn in favour of:
- (i) In case of resident Anchor Investors: “[●]”
- (ii) In case of non-resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Promoter Selling Shareholder, the Syndicate, the Bankers to the Offer and the Registrar to the Offer
to facilitate collections from Anchor Investors.
Allotment advertisement
Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of trading,disclosing the date of commencement of trading in all editions of [●], an English national daily newspaper [●] and all editionsof [●], a Hindi national daily newspaper (Hindi also being the regional language of Uttar Pradesh, where our Registered and
Corporate Office is located), each with wide circulation.
The Allotment advertisement shall be uploaded on the websites of our Company, BRLMs and the Registrar to the Offer, before
9 p.m. IST, on the date of receipt of the final listing and trading approval from the Stock Exchanges, provided such final listing
and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing
and trading approval from the Stock Exchanges is received post 9:00 p.m. IST on that date, then the Allotment Advertisement
shall be uploaded on the websites of our Company, BRLMs and the Registrar to the Offer, following the receipt of final listing
and trading approval from all the Stock Exchanges.
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Depository arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite
agreements had been signed amongst our Company, the respective Depositories and the Registrar to the Offer:
- ● tripartite agreement dated August 28, 2025, amongst our Company, NSDL and Registrar to the Offer.
- ● tripartite agreement dated September 17, 2025, amongst our Company, CDSL and Registrar to the Offer.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription, as prescribed under Regulation 45 of
the SEBI ICDR Regulations, is not fulfilled. Our Company in consultation with the BRLMs, reserves the right not to proceed
with the Fresh Issue, and the Promoter Selling Shareholder reserves the right not to proceed with the Offer for Sale, in whole
or in part thereof, to the extent of the Offered Shares, after the Bid/ Offer Opening Date but before the Allotment. In such an
event, our Company would issue a public notice in the same newspapers, in which the pre-Offer advertisements were published,
within two days of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not
proceeding with the Offer. Further, the Stock Exchanges shall be informed promptly in this regard by our Company and the
BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of
the ASBA Bidders within one Working Day from the date of receipt of such notification and also inform the Bankers to the
Offer to process refunds to the Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same
newspapers where the pre-Offer advertisements have appeared and the Stock Exchanges will also be informed promptly. In the
event of withdrawal of the Offer and subsequently, plans of a fresh offer by our Company, a fresh draft red herring prospectus
will be submitted again to SEBI.
Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment and within three Working Days or such other period as may be
prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. If Allotment is not made within the
prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within the
time prescribed under applicable law.
Undertaking by our Company
Our Company undertakes:
- (i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
- (ii) that if the Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not obtained
within the prescribed time period under applicable law, the entire subscription amount received will be refunded/
unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders
at the rate prescribed under applicable law for the delayed period;
- (iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading at all
the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days from the Bid/ Offer
Closing Date or such other time as may be prescribed;
- (iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available
to the Registrar to the Offer by our Company;
- (v) that where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the Applicant within the time prescribed under applicable law, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;
- (vi) that if our Company does not proceed with the Offer after the Bid/ Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid/ Offer Closing Date. The public notice shall
be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges on which
the Equity Shares are proposed to be listed shall also be informed promptly;
- (vii) that if our Company, in consultation with the BRLMs, withdraw the Offer after the Bid/ Offer Closing Date, our
Company shall be required to file a fresh draft offer document with SEBI, in the event our Company and/or the
Promoter Selling Shareholder subsequently decide to proceed with the Offer thereafter;
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Investor Application Form from Anchor Investors;
- (ix) that, except for issuance made under Fresh Issue and allotment of Equity Shares though Pre-IPO Placement, if any, no
further issue of Equity Shares shall be made until the Equity Shares issued or offered through the Red Herring
Prospectus are listed or until the Bid monies are refunded/ unblocked in the ASBA Accounts on account of non-listing,
under-subscription, etc;
- (x) that, Promoters’ contribution, if any, shall be brought in advance before the Bid/ Offer Opening Date and the balance,if any, shall be brought in on a pro rata basis before calls are made on the Allottees; and
- (xi) that our Company shall not have recourse to the Gross Proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchanges where listing is sought has been received.
Undertakings by the Promoter Selling Shareholder
The Promoter Selling Shareholder undertakes the following in respect of itself as a Promoter Selling Shareholder, and its
Offered Shares:
- (i) that it is the legal and beneficial owner of, and has clear and marketable title to the Offered Shares;
- (ii) that its Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulations 8 of the SEBI ICDR
Regulations;
- (iii) that it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the nature
of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;
- (iv) that it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share
escrow agreement to be executed between the parties to such share escrow agreement; and
- (v) that it shall not have recourse to the proceeds of the Offer for Sale, which shall be held in escrow in its favour, until
the final approval for listing and trading of the Equity Shares from the Stock Exchanges where listing is sought have
been received;
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who –
- (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
- (b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
- (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1.00 millionor one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less
than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to
three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.)
Further, where the fraud involves an amount less than ₹1.00 million or one per cent of the turnover of the company, whicheveris lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term
which may extend to five years or with fine which may extend to ₹ 5.00 million or with both.
Utilisation of Offer Proceeds
Our Board certifies that:
- ● all monies received out of the Offer shall be credited/ transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 40 of the Companies Act;
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