Gokul Agro Resources : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Wednesday, March 01, 2023

For Eligible Equity Shareholders Only

GOKUL AGRO RESOURCES LIMITED

Our Company was incorporated as "Gokul Agro Resources Limited" on July 03, 2014, as a public limited company under the Companies Act, 2013, pursuant to a certificate of incorporation issued by the Registrar of Companies, Ahmedabad, Gujarat, (the "RoC") bearing Registration No. 080010. For details of the change in the address of the registered office of our Company, see 'General Information' on page no. 36 of this Letter of Offer.

Corporate Identification Number: L15142GJ2014PLC080010

Registered Office: Crown-3, Inspire Business Park, Shantigram, Near Vaishnodevi Circle, S.G. Highway, Ahmedabad - 382421, Gujarat, India

Contact No: 079-67123500| Contact Person: Mr. Viralkumar Thaker, Company Secretary and Compliance Officer;

Email-ID:[e-mail]|Website:www.gokulagro.com

PROMOTERS OF OUR COMPANY MR. KANUBHAI JIVATRAM THAKKAR (Refer note on page. no. 220)

ISSUE OF UPTO 44,71,011* FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 2/- EACH ('RIGHTS EQUITY SHARES') AT A PRICE OF ₹ 92/- PER RIGHT SHARE (INCLUDING A PREMIUM OF ₹ 90/- PER RIGHT SHARE) ('ISSUE PRICE') FOR AN AMOUNT UPTO ₹ 4113.33 LAKHS ON A RIGHTS ISSUE BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF GOKUL AGRO RESOURCES LIMITED ('COMPANY' OR 'ISSUER') IN THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARE FOR EVERY 32 (THIRTY TWO) EQUITY SHARES HELD BY SUCH ELIGIBLE EQUITY SHAREHOLDERS AS ON THE RECORD DATE, WEDNESDAY, MARCH 8, 2023, ('ISSUE'). THE ISSUE PRICE IS 46 (FORTY SIX) TIMES THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, KINDLY REFER TO THE SECTION TITLED 'TERMS OF THE ISSUE' BEGINNING ON PAGE NO. 230 OF THIS LETTER OF OFFER (LOF).

*Assuming full subscription

WILFUL DEFAULTERS AND/ OR FRAUDULENT BORROWERS

Neither our Company, nor our Promoters, or Directors are or have been categorized as wilful defaulters or fraudulent borrowers by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the Reserve Bank of India.

GENERAL RISK

Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and this Issue including the risks involved. The Rights Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ('SEBI') nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer 'Risk Factors' beginning on page no. 20 of this Letter of Offer before investing in the Issue.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares are listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from the BSE and NSE for listing the Rights Equity Shares to be issued pursuant to this Issue vide their letters dated January 24, 2023 and December 19, 2022 respectively. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE Limited.

REGISTRAR TO THE ISSUE

Address: Office No S6-2, 6th floor Pinnacle Business Park, Next to

Ahura Centre, Mahakali Caves Road, Andheri, (East) Mumbai - 400093

Tel No.: 022-62638200/22

Email:[e-mail]

BIGSHARE SERVICES PRIVATE LIMITED Website:www.bigshareonline.com

Contact Person: Mr. Vijay Surana

SEBI Registration No: INR000001385

ISSUE OPENING DATE	LAST DATE FOR MARKET RENUNCIATION*	ISSUE CLOSING DATE**
THURSDAY, MARCH 16, 2023	FRIDAY, MARCH 17, 2023	THURSDAY, MARCH 23, 2023

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

**Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

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TABLE OF CONTENTS
SECTION I - GENERAL	4
DEFINITIONS AND ABBREVIATIONS	4
NOTICE TO INVESTORS	12
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND USE OF CURRENCY OF
PRESENTATION	14
FORWARD LOOKING STATEMENTS	16
SECTION II - SUMMARY OF THE LETTER OF OFFER	17
SECTION III - RISK FACTORS	20
SECTION IV - INTRODUCTION	34
THE ISSUE	34
GENERAL INFORMATION	36
CAPITAL STRUCTURE	42
SECTION V - PARTICULARS OF THE ISSUE	45
OBJECTS OF THE ISSUE	45
STATEMENT OF TAX BENEFITS	50
SECTION VI - ABOUT OUR COMPANY	56
INDUSTRY OVERVIEW	56
BUSINESS OVERVIEW	63
OUR MANAGEMENT	73
SECTION VII - FINANCIAL INFORMATION	83
ACCOUNTING RATIOS	202
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	206
SECTION VIII - LEGAL AND OTHER INFORMATION	212
OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS	212
GOVERNMENT AND OTHER APPROVALS	217
OTHER REGULATORY AND STATUTORY DISCLOSURES	222
SECTION IX - ISSUE INFORMATION	230
TERMS OF THE ISSUE	230
PROCEDURE FOR APPLICATION	243
SECTION X - OTHER INFORMATION	266
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	266
DECLARATION	268

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective Applicant only and is not exhaustive.

This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, or policies shall be to such legislation, act, regulation, rules, guidelines, or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to 'the Company', 'we', 'our', 'us' or similar terms are to Gokul Agro Resources Limited as the context requires, and references to 'you' are to the Eligible Shareholders and/ or prospective Investors in this Right Issue of Equity Shares.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in section titled 'Statement of Tax Benefits', 'Industry Overview', 'Financial Information', 'Outstanding Litigations, Defaults, and Material Developments' and 'Terms of the Issue' on page no. 50, 56, 83 and 230 respectively, shall have the meaning given to such terms in such sections.

GENERAL / COMPANY RELATED TERMS

TERM	DESCRIPTION
"Gokul Agro Resources	Gokul Agro Resources Limited, a public limited company incorporated under the
Ltd." / "GARL" / "The	provisions of the Companies Act, 2013, as amended from time to time having its
Company" / "Our	Registered Office situated at Crown-3, Inspire Business Park, Shantigram, Near
Company" / "Company"	Vaishnodevi Circle, S.G. Highway, Ahmedabad - 382421, Gujarat, India.
We/ us/ our	Unless the context otherwise indicates or implies, refers to Gokul Agro Resources
	Limited together with its Subsidiaries, on a consolidated basis.

TERM	DESCRIPTION
AoA/ Articles of	The Articles of Association of Gokul Agro Resources Limited, as amended from time to
Association	time;
Audit Committee	The committee of the Board of Directors constituted as our Company's audit
	committee in accordance with the provisions of Section 177 of the Companies Act,
	2013 read with Regulation 18 of the SEBI (LODR) Regulations 2015;
Audited Financial	The audited financial statements of our Company prepared under IND AS for the
Statements	Financial Years ending March 31, 2022, 2021 & 2020 and Unaudited Financial
	Information for the Six months period ended September 30, 2022.
Auditors/ Statutory	The statutory auditor of our Company is Surana Maloo & Co, Chartered Accountants
Auditors/ Peer Review	having FRN: 112171W;
Auditor
Board of Directors/ Board	The Board of Directors of Gokul Agro Resources Limited, including all duly constituted
	Committees thereof;
Chairperson & Managing	Mr. Kanubhai Jivatram Thakkar
Director
Companies Act	The Companies Act, 2013 and rules issued thereunder, as amended;
Company Secretary and	The Company Secretary and Compliance Officer of our Company is Mr. Viralkumar
Compliance Officer	Thaker;
Chief Financial Officer/ CFO	The Chief Financial Officer of our Company is Ms. Dhara Chhapia;
Corporate Social	The committee of the Board of Directors constituted in accordance with the provisions
Responsibility (CSR)	of Section 135 of the Companies Act, 2013.
Committee
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	Directors		The director(s) on the Board of our Company, unless otherwise specified;
	Eligible Shareholder(s)		Eligible holder(s) of the Equity Shares of Gokul Agro Resources Limited as on the
			Record Date;
	Equity Shares		Equity Share of the Company having face value of ₹ 2/- (Rupee Two Only), unless
			otherwise specified;
	Financial Information		Collectively, the Audited Financial Statements and Unaudited Financial Results;
	Independent Director		Independent directors on the Board and eligible to be appointed as an Independent
			Director under the provisions of Companies Act and SEBI (LODR) Regulations. For
			details of the Independent Directors, please refer to section titled 'Our Management'
			beginning on page no. 73;
	ISIN		International Securities Identification Number being INE314T01025;
	MoA/ Memorandum of		The Memorandum of Association of Gokul Agro Resources Limited, as amended from
	Association		time to time;
	Nomination and		The committee of the Board of directors reconstituted as our Company's Nomination
	Remuneration Committee		and Remuneration Committee in accordance with Section 178 of the Companies Act,
			2013 read with Regulation 19 of the SEBI (LODR) Regulations 2015;
	Promoters & Promoter		Mr. Kanubhai Jivatram Thakkar* is the Promoter of our Company and individually
	Group		referred to as "Promoter";
			Mrs. Manjulaben Kanubhai Thakkar, Mr. Jayeshkumar K Thakkar, Ms. Bhavna
			Dipakkumar Harwani, Mr. Dipakkumar Kanubhai Thakkar, Mr. Nilesh Kanubhai
			Thakkar and M/s. Jashodaben Commodities LLP are the Promoters Group of our
			Company and referred as "Promoter Group";
			(*Refer note on page. no. 220)
	Registered Office		The registered office of our Company located at Crown-3, Inspire Business Park,
			Shantigram, Near Vaishnodevi Circle, S.G. Highway, Ahmedabad - 382421, Gujarat,
			India;
	Registrar of Companies/		Registrar of Companies, Ahmedabad, Gujarat, situated at ROC Bhavan, Opp Rupal Park
	RoC		Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad - 380013, Gujarat;
	Rights Issue Committee		The committee of our Board constituted for purposes of the Issue and incidental
			matters thereof.
	Risk Management		Committee of Board of Directors of the Company constituted under Regulation 21 of
	Committee		SEBI LODR Regulations 2015.
	Shareholders		The equity shareholders of our Company, from time to time, unless otherwise
			specified in the context thereof;
	Stakeholders' Relationship		The committee of the Board of Directors constituted as our Company's Stakeholders'
	Committee		Relationship Committee in accordance with Section 178 of the Companies Act, 2013
			read with Regulation 20 of the SEBI (LODR) Regulations 2015.
	ISSUE RELATED TERMS
	TERM		DESCRIPTION
	Abridged Letter of Offer	Abridged Letter of Offer to be sent to the Eligible Shareholders with respect to the Issue
		in accordance with the provisions of the SEBI (ICDR) Regulations and the Companies
		Act;
	Additional Rights Equity	The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
	Shares	Entitlement;
	Allot/ Allotment/ Allotted	Unless the context requires, the allotment of Rights Equity Shares pursuant to this
		Issue;
	Allotment Account	The account opened with the Banker to the Issue, into which the Application Money
		lying to the credit of the escrow account(s) and application amounts by ASBA blocked
		in the ASBA Account, with respect to successful Investors will be transferred on the
		Transfer Date in accordance with Section 40(3) of the Companies Act;
	Allotment Advice	The note or advice or intimation of Allotment sent to each successful Applicant who has
		been or is to be Allotted the Rights Equity Shares pursuant to this Issue;
	Allotment Date	Date on which the Allotment is made pursuant to this Issue;
	Allottee(s)	Persons to whom Rights Equity Shares are issued pursuant to the Issue;
	Applicant(s)/ Investor(s)	Eligible Shareholder(s) and/or Renouncee(s) who make an application for the Rights
		Equity Shares pursuant to this Issue in terms of the Letter of Offer, including an ASBA
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