Pacific Industries : Letter of offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

January 05, 2023

For Eligible Equity Shareholders of our Company only

PACIFIC INDUSTRIES LIMITED

Our Company was incorporated as a public limited company under the Companies Act, 1956, at Jaipur, Rajasthan, as Pacific Granites Limited. Our Company was granted a certificate of incorporation and certificate of commencement of business dated July 13, 1989 and August 28, 1989, respectively, by the Registrar of Companies Jaipur, Rajasthan. Thereafter, the name of our Company was changed to Pacific Industries Limited and a fresh certificate of incorporation, consequent upon change of name, was issued by the Registrar of Companies, Bangalore on November 25, 1994. The registered office of our Company was shifted from the state of Rajasthan to the state of Karnataka pursuant to the order passed by the Hon'ble Company Law Board, New Delhi Bench on November 30, 2011.

Registered Office: Survey No. 13, National Highway 48, Kempalinganahalli Village, Nelamangala Taluk,

Bangalore (R) 562123 Karnataka

Corporate Office: Village Sapetia, Brahmano Ka Guda, Bedla, Udaipur 313004, Rajasthan Corporate Identification Number: L14101KA1989PLC062041,

Contact Person: Mr. Sachin Shah, Company Secretary and Compliance Officer

Tel: [phone];Fax: [phone] (Udaipur)

Tel: [phone]; Fax: [phone]; (Bangalore)

E-mail: [e-mail] ; pacificind@rediffmail.com; [e-mail] ; pacificinvestor@rediffmail.com

Website: www.pacificindustriesltd.com

PROMOTERS OF THE COMPANY: MR. JAGDISH PRASAD AGARWAL, MRS. GEETA DEVI AGARWAL AND MR. KAPIL AGARWAL

FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

ISSUE OF UP TO 34,46,325 EQUITY SHARES WITH A FACE VALUE OF ₹10 EACH FOR CASH AT A PRICE OF ₹139 PER EQUITY SHARE (INCLUDING PREMIUM OF ₹ 129 PER EQUITY SHARE) ("RIGHTS EQUITY SHARE") FOR AN AMOUNT AGGREGATING UP TO ₹47,90,39,175 (RUPEES FORTY SEVEN CRORE NINETY LAKH THIRTY NINE THOUSAND ONE HUNDRED SEVENTY FIVE

ONLY) ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF PACIFIC INDUSTRIES LIMITED ("THE COMPANY" OR THE "ISSUER") IN THE RATIO OF 1 EQUITY SHARE FOR EVERY 1 FULLY PAID-UP EQUITY SHARE(S) (I.E., 1:1 ) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON JANUARY 11, 2023 (THE "ISSUE").

THE ISSUE PRICE IS 13.9 TIMES THE FACE VALUE OF ₹10/- EACH.

FOR FURTHER DETAILS, PLEASE SEE "TERMS OF THE ISSUE" ON PAGE 216 OF THIS LETTER OF OFFER

WILFUL DEFAULTERS

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

GENERAL RISKS

Investment 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 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 the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by Securities and Exchange Board of India (the "SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is invited to the section titled 'Risk Factors' on page .24 of this letter of Offer.

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 of our Company are listed on BSE Ltd. ("BSE"). We have received "in-principle" approval from BSE for listing the equity shares arising from the Issue vide its letter dated December 28, 2022. For the purposes of this Issue, the Designated Stock Exchange is BSE Limited.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE

	SRUJAN ALPHA CAPITAL ADVISORS LLP	LINK	LIMITED
	Registered Office: 112A, Arun Bazar, Swami Vivekananda	C 101, 1st Floor, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai
	Road, Malad West, Mumbai-400064 Maharashtra	-400083, Maharashtra
	Correspondence Address: 824 & 825, Corporate Avenue,	Tel: [phone]
	Sonawala Rd, opposite Atlanta Centre, Sonawala Industry	Email:[e-mail]
	Estate, Goregaon, Mumbai- 400064	Investor grievance email:[e-mail]
	Tel: [phone]		Contact Person: Mr. Sumeet Deshpande
	E-mail:[e-mail]	Website:www.linkintime.co.in
	Website:www.srujanalpha.com		SEBI Registration Number: INR000004058
	Contact Person: Mr. Jinesh Doshi
	LLPIN No.: AAW-1680
	SEBI Registration No.: INM000012829
			ISSUE PROGRAMME
	ISSUE OPENS ON		LAST DATE FOR ON MARKET RENUPAITION FOR SPLIT	ISSUE CLOSES ON
			APPLICATION FORMS
	January 19, 2023		January 30, 2023	February 02,2023

TABLE OF CONTENTS

CONTENTS	PAGE NO.
SECTION I - GENERAL
DEFINITION AND ABBREVIATIONS	2
NOTICE TO INVESTORS	12
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION	16
AND CURRENCY OF PRESENTATION
FORWARD LOOKING STATEMENTS	19
SECTION II - SUMMARY OF THIS LETTER OF OFFER	21
SECTION III - RISK FACTORS	24
SECTION IV - INTRODUCTION
THE ISSUE	50
GENERAL INFORMATION	51
CAPITAL STRUCTURE	57
SECTION V - PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE	59
STATEMENT OF SPECIAL TAX BENEFITS	69
SECTION VI - ABOUT THE COMPANY
INDUSTRY OVERVIEW	72
OUR BUSINESS	85
OUR MANAGEMENT	102
SECTION VII - FINANCIAL INFORMATION
FINANCIAL STATEMENTS	109
ACCOUNTING RATIOS	185
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL	188
CONDITION AND RESULTS OF OPERATIONS
SECTION VIII - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	199
GOVERNMENT APPROVALS	205
OTHER REGULATORY AND STATUTORY DISCLOSURES	206
SECTION IX - ISSUE INFORMATION
TERMS OF THE ISSUE	216
SECTION X - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	260
DECLARATION	262

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SECTION I - GENERAL DEFINITION AND ABBREVIATIONS

In this Letter of Offer, unless the context otherwise indicates or implies, or unless specified, the terms defined, and abbreviations expanded herein below shall have the same meaning as stated in this section. The words expressions used in this Letter of Offer but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. The following list of capitalised terms used in this document is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Notwithstanding the foregoing, terms used in the chapter entitled 'Statement of Tax Benefits', section entitled 'Financial Information', and chapter entitled 'Outstanding Litigation and Defaults' beginning 68, 108, and 197 respectively, shall have the meaning ascribed to such terms in these respective chapters and section.

GENERAL TERMS
	Term		Description
"Pacific		Industries	Pacific Industries Limited, a public limited company incorporated under
Limited"	or	"Pacific"	or	Companies Act, 1956, as amended, and having its registered office at
"the Company", or "the	Survey No.13, N.H.48, Kempalinganhalli, Nelamangala Taluka Bangalore
Resulting	Company",	or	KA 562123 and having its corporate office at Village Sapetia, Brahmano
"our Company"		Ka Guda, Bedla, Udaipur 313004 Rajasthan
COMPANY RELATED TERMS
	Term		Description
"We" or "us" or "our"		Unless the context otherwise indicates or implies, our Company with its
				Subsidiaries on a consolidated basis.
AGM				Annual General Meeting
Articles	/	Articles	of	Articles of Association of our Company, as amended from time to time.
Association / AOA
Auditor/Statutory		M/s Ravi Sharma & Co., Chartered Accountants
Auditor
Audited		Financial	The audited consolidated financial statements of our Company for the
Statement	/Audited	financial year ended March 31, 2022 which comprises of the balance
Financial Information		sheet as at March 31, 2022, the statement of profit and loss, including
				other comprehensive income, the cash flow statement and the statement
				of changes in equity for the year March 31, 2022, prepared in conformity
				with Indian Accounting Standards prescribed under Section 133 of the
				Companies Act read with the Companies (Indian Accounting Standards)
				Rules, 2015, as amended, and other accounting principles generally
				accepted in India.
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Board or	Board of	Board of Directors of our Company, including any committee thereof
Directors
Corporate Office	Village Sapetia, Brahmano Ka Guda, Bedla, Udaipur 313004, Rajasthan
Chairman			Chairman of our Company, Jagdish Prasad Agarwal.
Chief Financial Officer or	Chief financial officer of our Company, Kapil Agarwal
CFO
Company Secretary and	Company secretary and compliance officer of our Company, Sachin Shah
Compliance Officer
Consolidated	Financial	Collectively, Audited Consolidated Financial Statements and Unaudited
Statements			Consolidated Financial Statements.
Director(s)			Director(s) on the Board of Directors.
Equity Shareholder	A holder of Equity Shares, from time to time.
Equity Share(s)	The equity shares of our Company of a face value of ₹10 each, unless
			otherwise specified in the context thereof
Executive Directors	Jagdish Prasad Agarwal and Kapil Agarwal
Independent Director(s)	The independent director(s) of our Company, in terms of Section 2(47)
			and Section 149(6) of the Companies Act and Regulation 16(1)(b) of the
			SEBI Listing Regulations
Key	Management	Key management/ managerial personnel of our Company in accordance
Personnel / KMP	with Regulation 2(1)(bb) of the SEBI ICDR Regulations and as described
			in "Our Management - Key Managerial Personnel" on page 107.
Limited Review Report	Report dated November 12, 2022 prepared by the statutory auditors of
			our Company, M/s Ravi Sharma & Co, Chartered Accountants on the
			Unaudited Financial Results of our Company for the Six-month ended on
			September 30, 2022.
Memorandum	/	Memorandum of association of our Company, as amended from time to
Memorandum	of	time.
Association / MoA
Promoter(s)		Mr. Jagdish Prasad Agarwal, Mrs. Geeta Devi Agarwal and Mr. Kapil
			Agarwal
Promoter Group	The persons and entities constituting the promoter group of our
			Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations.
Registered Office	The registered office of our Company located at Survey No. 13, National
			Highway 48, Kempalinganahalli Village, Nelamangala Taluk, Bangalore
			(R) 562123 Karnataka
Registrar of Companies/	The Registrar of Companies, Karnataka at Bangalore.
RoC
Shareholders	/ Equity	The equity shareholders of our Company, from time to time.
Shareholder
Limited		Review	The limited review unaudited financial results for the Six months ended
Unaudited		Financial	September 30, 2022 prepared in accordance with Regulation 33 of the
Statements/	Limited	SEBI (Listing Obligations and Disclosure Requirements) Regulations,
Review		Unaudited	2015, including the notes thereto.
Financial Results

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ISSUE RELATED TERMS

	Term			Description
Abridged Letter of Offer	Abridged letter of offer to be sent to the Eligible Equity Shareholders of
or ALOF				our Company with respect to the Issue in accordance with the
					provisions of the SEBI ICDR Regulations and the Companies Act.
Additional Rights Shares	The Equity Shares applied or allotted under this Issue in addition to the
					Rights Entitlement
Allotment /	Allot	/	Unless the context requires, the allotment of Equity Shares pursuant to
Allotted /Allotment	of		the Issue
Rights Equity Shares
Allottee(s)			Person(s) to whom Equity Shares are issued pursuant to the Issue
Allotment Advice		The note or advice or intimation of Allotment, sent to each successful
					Investor who has been or is to be Allotted the Equity Shares after
					approval of the Basis of allotment by the Designated Stock Exchange
Allotment Date		The date on which Allotment is made
Applicant(s)		or	Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to
Investors				apply or make an application for the Equity Shares pursuant to the Issue
					in terms of this Letter of Offer
Application			Application made through submission of the Application Form or plain
					paper application to the Designated Branch of the SCSBs or online /
					electronic application through the website of the SCSBs (if made
					available by such SCSBs) under the ASBA process to subscribe to the
					Issue Shares at the Issue Price.
Application Form		The CAF and / or the EAF, as the case may be.
Application Money		Aggregate amount payable in respect of the Rights Equity Shares
					applied for in the Issue at the Issue Price.
Application	Supported	Application used by an ASBA Investor to make an application
by Blocked	Amount/		authorizing the SCSB to block the Application Money in a the ASBA
ASBA				Account maintained with the SCSB
ASBA Account		Account maintained with the SCSB and specified in the Application
					Form or the plain paper Application by the Applicant for blocking the
					amount mentioned in the Application Form or the plain paper
					Application
ASBA Circulars		Collectively, SEBI circular bearing reference number SEBI/CFD/DIL/
					ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular bearing
					reference number CIR/CFD/DIL/1/2011 dated April 29, 2011 and the
					SEBI circular bearing reference number SEBI/HO/CFD/DIL2/
					CIR/P/2020/13 dated January 22, 2020
Bankers to the Company	HDFC Bank Limited
Bankers to the Issue		HDFC Bank Limited

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