PROSPECTUS

Dated: August 31, 2023

Please read Section 26 and 32 of the

Companies Act, 2013

Fixed Price Issue

(Please scan this QR Code to view the Prospectus)

REGISTERED OFFICE

212, Jhalawar Service Premises, E S

Patanwalla Compound, LBS Marg,

Ghatkopar West, Mumbai 400086,

Maharashtra, India.

KAHAN PACKAGING LIMITED

CIN: U36100MH2013PLC240584

CONTACT PERSON

EMAIL AND TELEPHONE

Mithun Patel,

E-mail: info@kahanpackaging.com

Company Secretary &

Tel No: +91 22-25004605

Compliance Officer

WEBSITE

www.kpackltd.com

PROMOTERS OF THE COMPANY

PRASHANT JITENDRA DHOLAKIA AND ROHIT JITENDRA DHOLAKIA

DETAILS OF THE ISSUE

TYPE

FRESH ISSUE SIZE

OFS SIZE

TOTAL ISSUE

ELIGIBILITY

(IN LAKHS)

(BY NO. OF

SIZE (IN

SHARES OR BY

LAKHS)

AMOUNT IN

)

Fresh

7,20,000 Equity Shares

Nil

576.00 Lakhs

THIS ISSUE IS BEING MADE IN TERMS OF REGULATION

Issue

aggregating to 576.00

229(1) AND 253(1) OF CHAPTER IX OF THE SEBI (ICDR)

Lakhs

REGULATIONS, 2018 AS AMENDED.

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT

APPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES

RISK IN RELATION TO THE FIRST ISSUE

The face value of the Equity Shares is 10/- each. The Issue Price of 80/- per equity share (determined and justified by our Company in consultation with the Lead Manager as stated in "Basis for Issue Price" on page 66 of this Prospectus) should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in Equity and Equity-related securities involve 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 entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accurac y or adequacy of the Prospectus. Specific attention of the investors is invited to the section "Risk Factors" beginning on page 22 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus 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 Prospectus 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The Equity Shares Issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited ("BSE SME" ). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, our Company has received "in-principle" approval letter dated August 22, 2023 from BSE Limited ("BSE" ) for using its name in the Offer Document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited ("BSE" ).

LEAD MANAGER TO THE ISSUE

NAME AND LOGO

CONTACT PERSON

EMAIL & TELEPHONE NO.

Hem Securities Limited

Ajay Jain

Email: ib@hemsecurities.com;

Tel. No.: +91- 022- 49060000

REGISTRAR TO THE ISSUE

NAME

CONTACT PERSON

EMAIL & TELEPHONE

Purva Sharegistry (India) Private

Deepali Dhuri

Email: support@purvashare.com;

Limited

Tel. No.: +91 022 49614132

ISSUE PROGRAMME

ISSUE OPENS ON: WEDNESDAY, SEPTEMBER 06, 2023

ISSUE CLOSES ON: FRIDAY, SEPTEMBER 08, 2023

PROSPECTUS

Dated: August 31, 2023

Please read Section 26 and 32 of the

Companies Act, 2013

Fixed Price Issue

KAHAN PACKAGING LIMITED

CIN: U36100MH2013PLC240584

Our Company was originally incorporated as a public limited company under the name and style of "Kahan Packaging Limited" at Maharashtra, Mumbai, under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated February 19, 2013 issued by the Registrar of Companies, Maharashtra, Mumbai. We commenced commercial operations pursuant to a Certificate of Commencement of Business dated March 14, 2013 issued by the Registrar of Companies, Maharashtra, Mumbai. The Corporate Identification Number of our Company is U36100MH2013PLC240584. For further details, please refer to chapter titled "History and Corporate Structure" beginning on page 108 of this Prospectus.

Registered Office: 212, Jhalawar Service Premises, E S Patanwalla Compound, LBS Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India.

Tel No: +91-22-25004605; E-mail: info@kahanpackaging.com;Website: www.kpackltd.com;

Contact Person: Mithun Patel, Company Secretary & Compliance Officer

Promoters of our Company: Prashant Jitendra Dholakia and Rohit Jitendra Dholakia

DETAILS OF THE ISSUE

INITIAL PUBLIC OFFER OF 7,20,000 EQUITY SHARES OF FACE VALUE OF 10/- EACH ("EQUITY SHARES") OF KAHAN PACKAGING

LIMITED ("OUR COMPANY" OR "KPL" OR "ISSUER") AT AN ISSUE PRICE OF 80 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 70 PER EQUITY SHARE) FOR CASH, AGGREGATING UP TO 576.00 LAKHS ("PUBLIC ISSUE") OUT OF WHICH 40,000 EQUITY SHARES OF FACE VALUE OF 10/- EACH, AT AN ISSUE PRICE OF 80 PER EQUITY SHARE FOR CASH, AGGREGATING

32.00 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE "MARKET MAKER

RESERVATION PORTION"). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 6,80,000 EQUITY SHARES OF FACE VALUE OF 10 EACH, AT AN ISSUE PRICE OF 80 PER EQUITY SHARE FOR CASH, AGGREGATING UP TO 544.00

LAKHS IS HERE INAFTER REFERRED TO AS THE "NET ISSUE". THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 26.47% AND 25.00% RESPECTIVELY OF THE POST- ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE NO 191 OF THIS PROSPECTUS.

This issue is being made through fixed price process in terms of Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations" ) as amended and Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR" ), This issue has been made for at least 25.00% of the post-issuepaid-up equity share capital of our company and allocation in the net issue to the public will be made in terms of regulation 253 of the SEBI (ICDR) Regulations, 2018, as amended. For further details, please refer to section titled "Issue Procedure" beginning on page 197 of this Prospectus. A copy of Prospectus will be delivered to the Registrar of Companies for filing in accordance with Section 26 of the Companies Act, 2013.

All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA" ) process including through UPI mode (as applicable) by providing details of their respective bank accounts and / or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs" ) or under UPI Mechanism as the case may be. For details in this regard, specific attention is invited to "Issue Procedure" on page no. 197 of this Prospectus.

ELIGIBLE INVESTORS

For details in relation to Eligible Investors, please refer to section titled "Issue Procedure" beginning on page 197 of this Prospectus.

RISK IN RELATION TO THE FIRST ISSUE

This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 10/- per Equity Share and the Issue Price is 8 times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated under "Basis for Issue Price" beginning on page no. 66 of this Prospectus should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI" ), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page no. 22 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus 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 Prospectus 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares Issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited ("BSE SME" ). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, our Company has received "in-principle" approval letter dated August 22, 2023 from BSE Limited ("BSE" ) for using its name in the Offer Document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited ("BSE" ).

LEAD MANAGER TO THE ISSUE

REGISTRAR TO THE ISSUE

HEM SECURITIES LIMITED

Purva Sharegistry (India) Private Limited

904, A Wing, Naman Midtown, Senapati Bapat Marg, Elphinstone Road,

9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East),

Lower Parel, Mumbai-400013, Maharashtra, India

Mumbai 400011, Maharashtra, India.

Tel. No.: +91- 022- 49060000;

Tel. No.: +91 022 49614132

Fax No.: +91- 022- 22625991

Email: support@purvashare.com

Email: ib@hemsecurities.com

Investor grievance e-mail:support@purvashare.com

Investor Grievance Email: redressal@hemsecurities.com

Website: www.purvashare.com

Website: www.hemsecurities.com

Contact Person: Deepali Dhuri

Contact Person: Ajay Jain

Validity Period: Permanent

SEBI Regn. No. INM000010981

SEBI Regn. No. INR000001112

CIN: U67120MH1993PTC074079

ISSUE PROGRAMME

ISSUE OPENS ON: WEDNESDAY, SEPTEMBER 06, 2023

ISSUE CLOSES ON: FRIDAY, SEPTEMBER 08, 2023

TABLE OF CONTENTS

SECTION

CONTENTS

PAGE NO.

  1. GENERAL

DEFINITIONS AND ABBREVIATIONS

1

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

14

CURRENCY OF FINANCIAL PRESENTATION

FORWARD LOOKING STATEMENTS

16

II.

SUMMARY OF PROSPECTUS

17

III.

RISK FACTORS

22

IV.

INTRODUCTION

THE ISSUE

38

SUMMARY OF OUR FINANCIALS

39

GENERAL INFORMATION

42

CAPITAL STRUCTURE

50

OBJECTS OF THE ISSUE

60

BASIS FOR ISSUE PRICE

66

STATEMENT OF SPECIAL TAX BENEFITS

71

V.

ABOUT THE COMPANY

INDUSTRY OVERVIEW

74

OUR BUSINESS

87

KEY INDUSTRIAL REGULATIONS AND POLICIES

96

HISTORY AND CORPORATE STRUCTURE

108

OUR MANAGEMENT

111

OUR PROMOTERS AND PROMOTER GROUP

124

DIVIDEND POLICY

128

VI.

FINANCIAL INFORMATION OF THE COMPANY

RESTATED FINANCIAL STATEMENTS

129

OTHER FINANCIAL INFORMATION

161

STATEMENT OF FINANCIAL INDEBTEDNESS

162

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

166

RESULTS OF OPERATIONS

CAPITALISATION STATEMENT

172

VII.

LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

173

GOVERNMENT AND OTHER APPROVALS

176

OUR GROUP COMPANY

179

OTHER REGULATORY AND STATUTORY DISCLOSURES

180

VIII.

ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

191

ISSUE STRUCTURE

197

ISSUE PROCEDURE

200

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

221

IX.

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATIONOF OUR COMPANY

224

X.

OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

236

DECLARATION

237

Kahan Packaging Limited

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, 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.

The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, the Securities Contracts Regulation Act, 1956 ("SCRA" ), the Depositories Act or the rules and regulations made there under.

Notwithstanding the foregoing, terms used in of the sections "Statement of Tax Benefits", "Financial Information of the Company" and "Main Provisions of the Articles of Association" on page 71, 129 and 87 respectively, shall have the meaning ascribed to such terms in such sections.

General Terms

Terms

Description

"Issuer", "KPL", "the

Company",

Kahan Packaging Limited, a Company incorporated in India under the provisions of

"our Company",

and

"Kahan

Companies Act, 1956, having its Registered office at 212, Jhalawar Service Premises, E S

Packaging Limited"

Patanwalla Compound, LBS Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India.

"we", "us" and "our"

Unless the context otherwise indicates or implies refers to our Company.

"you", "your" or "yours"

Prospective investors in this Issue.

Company related and Conventional terms

Term

Description

AOA / Articles / Articles of

Articles of Association of our Company, as amended from time to time.

Association

Audit Committee

The committee of the Board of Directors constituted as the Company's Audit Committee in

accordance with Regulation 18 of the SEBI (LODR) Regulations and Section 177 of the

Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,

2014 as described in the chapter titled "Our Management" beginning on page 111 of this

Prospectus.

Auditors/ Statutory Auditors

The Statutory Auditors of our Company being M/s. Dhanesh Amritlal & Associates (F.R.N:

142800W).

Bankers to our Company

Bank of India

Board of Directors / the Board / our

The Board of Directors of our Company, including all duly constituted Committees thereof.

Board

For further details of our Directors, please refer to section titled "Our Management"

beginning on page 111 of this Prospectus.

Chief Financial Officer/ CFO

The Chief Financial Officer of our Company being Purvi Prashant Dholakia.

CIN

Corporate Identification Number being U36100MH2013PLC240584.

Companies Act / Act

The Companies Act, 2013 and amendments thereto and erstwhile Companies Act 1956 as

applicable

Company Secretary and Compliance

The Company Secretary & Compliance Officer of our Company being Mithun Patel (M. No.:

Officer

A43753).

Depositories

A depository registered with SEBI under the Securities and Exchange Board of India

(Depositories and Participants) Regulations, 1996 as amended from time to time, being.

National Securities Depository Limited (NSDL) and Central Depository Services (India)

Limited (CDSL).

Depositories Act

The Depositories Act, 1996, as amended from time to time.

DIN

Directors Identification Number.

Director(s) / our Directors

The Director(s) of our Company, unless otherwise specified. For details of our Directors, see

"Our Management" on page 111 of this Prospectus

DP/ Depository Participant

A depository participant as defined under the Depositories Act, 1996.

DP ID

Depository's Participant's Identity Number

1

Kahan Packaging Limited

Term

Description

Equity Shareholders/ Shareholders

Persons/ Entities holding Equity Shares of our Company.

Equity Shares

Equity Shares of the Company of face value of Rs. 10/- each unless otherwise specified in the

context thereof.

Executive Directors

Executive Directors are the Managing Director & Whole-time Directors of our Company.

Fugitive economic offender

Shall mean an individual who is declared a fugitive economic offender under section 12 of the

Fugitive Economic Offenders Act, 2018 (17 of 2018)

GIR Number

General Index Registry Number.

HNI

High Net worth Individual

HUF

Hindu Undivided Family

IBC

The Insolvency and Bankruptcy Code, 2016

Independent Director

An Independent Director as defined under Section 2(47) of the Companies Act, 2013 and as

defined under the SEBI (LODR) Regulations. For details of our Independent Directors, see

"Our Management" on page 111 of this Prospectus.

Ind AS or Indian Accounting

Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read

Standards

with Companies (Indian Accounting Standards) Rules, 2015, as amended.

ISIN

International Securities Identification Number. In this case being INE04T901017.

IT Act

The Income Tax Act, 1961 as amended till date.

JV/ Joint Venture

A commercial enterprise undertaken jointly by two or more parties which otherwise retain

their distinct identities.

Key Management Personnel/ KMP

Key Management Personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI

Regulations, Section 2(51) of the Companies Act, 2013. For details, see section titled "Our

Management" on page 111 of this Prospectus.

LLP

Limited Liability Partnership

MOA

/

Memorandum

/

Memorandum of Association of our Company as amended from time to time.

Memorandum of Association

MD or Managing Director

The Managing Director of our Company, Prashant Jitendra Dholakia

Materiality Policy

The policy adopted by our Board on June 20, 2023 for identification of Group Companies,

material outstanding litigation and material outstanding dues to creditors, pursuant to the

disclosure requirements under the SEBI (ICDR) Regulations, 2018 as amended from time to

time.

Nomination

and Remuneration

The nomination and remuneration committee of our Board constituted in accordance with

Committee

Section 178 of the Companies Act, 2013 as described in the chapter titled "Our

Management" beginning on page 111 of this Prospectus.

Non-Executive Director

A Director not being an Executive Director. For details of our Independent Directors, see

"Our Management" on page 111 of this Prospectus

NRIs / Non-Resident Indians

Person of Indian origin as defined under Consolidated Foreign Direct Investment Policy 2017

Peer Review Auditor

The Independent Peer Reviewed Auditor of our Company M/s. R K Jagetiya & Co., Chartered

Accountant (FRN: 146264W)

Promoter(s)

Shall mean Promoters of our Company i.e. Prashant Jitendra Dholakia and Rohit Jitendra

Dholakia. For further details, please refer to section titled "Our Promoters & Promoter

Group" beginning on page 124 of this Prospectus.

Promoter Group

Includes such Persons and companies constituting our promoter group covered under

Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 as enlisted in the section "Our

Promoters and Promoter Group" beginning on page 124 of this Prospectus.

Person or Persons

Any Individual, Sole Proprietorship, Unincorporated Association, Unincorporated

Organization, Body Corporate, Corporation, Company, Partnership, Limited Liability

Company, Joint Venture, or Trust or any other entity or organization validly constituted and/or

incorporated in the jurisdiction in which it exists and operates, as the context requires.

RBI Act

The Reserve Bank of India Act, 1934 as amended from time to time.

Registered Office

The Registered Office of our Company situated at 212, Jhalawar Service Premises, E S

Patanwalla Compound, LBS Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India.

Reserve Bank of India / RBI

Reserve Bank of India constituted under the RBI Act.

Restated Financial Information

The Restated Financial statements of our Company, comprising of the Restated Statement of

Assets and Liabilities as at March 31 2023, 2022 and 2021 and the Restated Statements of

Profit and Loss and Cash Flows for the fiscals ended March 31 2023, 2022 and 2021 of our

2

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Kahan Packaging Ltd. published this content on 22 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 October 2023 07:04:08 UTC.