FINAL PROSPECTUS Dated: September 19, 2006 Please read Section 60B of the Companies Act, 1956 100% Book Building Issue Gwalior Chemical Industries Limited (Our Company was incorporated on February 14, 1984 under the Companies Act 1956 as “Shubham Aromatics Private Limited” and converted into a public limited company “Shubham Aromatics Limited” on October 1, 1985. With effect from October 1, 1992, “Gwalior Chemicals Private Limited” was amalgamated with our Company and consequently our name was changed to “Gwalior Chemical Industries Limited”. For details of changes in our Registered Office, please refer to section titled “Our History and Other Corporate Matters” beginning on page 71 of this Prospectus) Registered Office: 1 & 2, Western India House, Sir P.M. Road Fort, Mumbai – 400 001, India Tel: +91-22-2287 3541; Fax : +91-22-2282 3720 Corporate Office: K.K. Chambers, 4th Floor, Sir Purushottamdas Thakurdas Marg, Fort, Mumbai – 400 001, India Tel: +91-22-66388500; Fax: +91-22-66388620; Contact Person: Ms. Runel Rathi; Email: [email protected]; Website: www.gwaliorchemicals.com PUBLIC ISSUE OF 98,76,543 EQUITY SHARES OF FACE VALUE RS. 10/- EACH AT A PRICE OF RS. 81/- FOR CASH AGGREGATING RS. 8,000 LAC (HEREIN AFTER REFERRED TO AS THE “ISSUE”). THE ISSUE WOULD CONSTITUTE 40.02% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF OUR COMPANY. ISSUE PRICE IS 8.1 TIMES THE FACE VALUE. In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to the Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, by issuing a press release and by indicating the change on the websites of the Book Running Lead Manager (“BRLM”) and the terminals of the members of the Syndicate. This Issue is being made through a 100% Book Building Process wherein upto 50% of the Issue shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. RISK IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the shares is Rs 10/- and the Issue Price is 8.1 times’ of the face value. The Issue Price (as determined by our Company, in consultation with the Book Running Lead Manager (“BRLM”), on the basis of assessment of market demand for the Equity Shares by way of book building) 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 and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. Our Company has not opted for IPO Grading 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 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 Equity Shares offered in this 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 this Prospectus. Specific attention of the investors is invited to the summarized and detailed statements in Risk Factors beginning on page xi of this Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Gwalior Chemical Industries Limited (“Gwalior Chemical”), having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to Gwalior Chemical and this Issue, which is material in the context of this 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 Bombay Stock Exchange Limited (“BSE”) (the Designated Stock Exchange) and the National Stock Exchange of India Limited (“NSE”), We have received in-principle approvals for the listing of our Equity Shares from BSE dated April 28, 2006 and NSE dated May 4, 2006 and August 18, 2006. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE JM MORGAN STANLEY PRIVATE LIMITED INTIME SPECTRUM REGISTRY LIMITED 141, Maker Chambers III, C-13, Pannalal Silk Mills Compound Nariman Point, Mumbai-400 021. (India) LBS Marg, Bhandup (West) Mumbai, 400 078 (India) Tel.: +91-22-6630 3030 Tel: +91-22-2596 0320 (9) Fax:+91- 22-6630 1694 Fax: +91-22-2596 0329 E-Mail: [email protected] Email: [email protected] Website: www.jmmorganstanley.com Website: www.intimespectrum.com Contact Person: Kushal Doshi Contact Person: Salim Sheikh ISSUE PROGRAMME BID/ISSUE OPENED ON : SEPTEMBER 11, 2006 BID/ISSUE CLOSED ON : SEPTEMBER 14, 2006 TABLE OF CONTENTS SECTION I - GENERAL........................................................................................................................................................ i DEFINITIONS AND ABBREVIATIONS......................................................................................................................... i PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA.................................................. ix FORWARD-LOOKING STATEMENTS.......................................................................................................................... x SECTION II – RISK FACTORS........................................................................................................................................... xi RISK FACTORS ............................................................................................................................................................. xii SECTION III : INTRODUCTION ......................................................................................................................................... 1 SUMMARY .................................................................................................................................................................... 1 THE ISSUE ..................................................................................................................................................................... 6 SUMMARY FINANCIAL DATA ................................................................................................................................... 7 GENERAL INFORMATION ........................................................................................................................................... 10 CAPITAL STRUCTURE................................................................................................................................................. 17 OBJECTS OF THE ISSUE............................................................................................................................................... 25 BASIS FOR ISSUE PRICE .............................................................................................................................................. 37 STATEMENT OF TAX BENEFITS................................................................................................................................. 40 SECTION IV – ABOUT US................................................................................................................................................... 50 OUR INDUSTRY............................................................................................................................................................. 50 OUR BUSINESS ............................................................................................................................................................. 53 REGULATIONS AND POLICIES .................................................................................................................................... 68 OUR HISTORY AND OTHER CORPORATE MATTERS ............................................................................................... 71 OUR MANAGEMENT ................................................................................................................................................... 75 OUR PROMOTERS ........................................................................................................................................................ 86 OUR SUBSIDIARIES……………………………………………………………………………………………………………. 92 OUR PROMOTER GROUP COMPANIES ...................................................................................................................... 93 RELATED PARTY DISCLOSURES................................................................................................................................. 114 DIVIDEND POLICY........................................................................................................................................................ 118 SECTION V – FINANCIAL STATEMENTS......................................................................................................................... 119 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND ......................................... 144 RESULTS OF OPERATIONS FINANCIAL INDEBTEDNESS....................................................................................................................................... 116 SECTION VI – LEGAL AND REGULATORY INFORMATION........................................................................................... 167 OUTSTANDING LITIGATIONS..................................................................................................................................... 167 MATERIAL DEVELOPMENTS...................................................................................................................................... 181 GOVERNMENT/STATUTORY AND BUSINESS APPROVALS ..................................................................................... 182 OTHER REGULATORY AND STATUTORY DISCLOSURES......................................................................................... 187 SECTION VII – ISSUE RELATED INFORMATION ............................................................................................................ 187 ISSUE STRUCTURE....................................................................................................................................................... 187 ISSUE RELATED INFORMATION ................................................................................................................................ 195 ISSUE PROCEDURE....................................................................................................................................................... 201 SECTION VIII – MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION............................................................. 226 SECTION IX – OTHER INFORMATION............................................................................................................................. 238 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION............................................................................ 238 DECLARATION............................................................................................................................................................. 240 SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Definitions Term Description “Gwalior Chemical Industries Limited”, Unless the context otherwise requires, refers to, Gwalior Chemical Industries “GCIL”, “Gwalior Chemical”, “our Limited, a public limited company incorporated under the Companies Act. Company”, “the Company”, “we”, “us”, and “our” Promoters Unless the context otherwise requires, refers to Mr. Ashwin Kothari and Mr. Harisingh Shyamsukha, Mrs. Meena Kothari, Mrs. Arti Shyamsukha, Kurmaraj Investment and Trading Company Private Limited and Saraswati Commercial (India) Limited. “Gwalior Chemical bvba”, “Subsidiary”, Unless the context otherwise requires, refers to, Gwalior Chemicals bvba, a “our Subsidiary”, “the Subsidiary” company incorporated under the laws of Belgium. “Promoter Group Companies” Unless the context otherwise requires, refers to our Promoter Group Companies and ventures of our Promoters, namely, Winro Commercial (India) Limited; Rakhee Dyechem Private Limited; Aroni Chemical Industries Limited; Jacqart Chemical Industries Limited; Four Dimensions Securities (India) Limited; Four Dimensions Capital Markets Private Limited; Windsor Trading and Finance Private Limited; Mahotsav Trading and Finance Private Limited; Four Dimensions Commodities Private Limited; Urudavan Investment & Trading Private Limited; GTZ (Bombay) Private Limited; Sam Jag Deep Investments Private Limited; Sareshwar Trading and Finance Private Limited; Arcies Laboratories Limited; Elrose Mercantile Private Limited; Gwalior Thionyl Limited; Arkaya Commercials Private Limited; Aimwel Investment Private Limited; Rohit Financial Services; Metal and Aluminium Distributors; Niyati Enterprises and A. K. Kothari &. Co General Conventional Terms Term Description Articles/ Articles of Association The Articles of Association of our Company. Auditors The Statutory Auditors of our Company, being M/s. Sarda & Pareek, Chartered Accountants. Board of Directors / Board The Board of Directors of our Company or a Committee thereof. Companies Act The Companies Act, 1956, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. Depository Participant A depository participant as defined under the Depositories Act. Director(s) Director(s) of our Company unless otherwise specified. i Gwalior Chemical Industries Limited Term Description Financial Year/ Fiscal/ FY The period of twelve months ended March 31 of that particular year. Insurance Act Insurance Act, 1938, as amended from time to time. Memorandum/ Memorandum of The Memorandum of Association of our Company. Association Non Resident All eligible Bidders, including NRIs, FIIs registered with SEBI and FVCIs registered with SEBI, who are persons not resident in India as defined under FEMA. NRI/ Non-Resident Indian A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, each such term as defined under the FEMA (Deposit) Regulations, 2000, as amended. Registered Office of our Company 1 & 2, Western India House, Sir P.M. Road Fort, Mumbai – 400 023, India SEBI Guidelines The SEBI (Disclosure and Investor Protection) Guidelines 2000, as amended from time to time, including instructions, guidelines and clarifications issued by SEBI from time to time. SEBI Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, including instructions and clarifications issued by SEBI from time to time. SEBI (SAST) Regulations The SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 as amended from time to time. Issue related Terms and Abbreviations Term Description Allotment/ Allotment of Equity Shares Unless the context otherwise requires, allotment of Equity Shares pursuant to this Issue. Bid An indication to make an offer, made during the Bidding Period by a prospective investor to subscribe to the Equity Shares at a price within the Price Band, including all revisions and modifications thereto. Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder on submission of the Bid for this Issue. Bid/ Issue Closing Date The date after which the members of the Syndicate will not accept any Bids for this Issue, which shall be notified in a widely circulated English national newspaper, a Hindi national newspaper and a regional newspaper. Bid/ Issue Opening Date The date on which the members of the Syndicate shall start accepting Bids for this Issue, which shall be the date notified in a widely circulated English national newspaper, a Hindi national newspaper and a regional newspaper. Bid-cum-Application Form The form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of our Company and which will be considered as the application for allotment in terms of the Red Herring Prospectus. Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form. ii Term Description Book Building Process Book building mechanism as provided under Chapter XI of the SEBI Guidelines, in terms of which this Issue is made. BRLM or JMMS Book Running Lead Manager to this Issue, in this case being JM Morgan Stanley Private Limited CAN/ Confirmation of Allocation Note The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of Issue Price in the Book Building Process. Cap Price The upper end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted. Cut-off The Issue Price finalized by us in consultation with the BRLM and it shall be any price within the Price Band. A Bid submitted at the Cut-off Price by a Retail Individual Bidder is a valid Bid at all price levels within the Price Band. Designated Date The date on which funds are transferred from the Escrow Account to the Public Issue Account after the Prospectus is filed with the Registrar of Companies, Maharashtra, following which the Board of Directors shall allot Equity Shares to successful Bidders. Designated Stock Exchange The Bombay Stock Exchange Limited Draft Red Herring Prospectus The Draft Red Herring Prospectus filed with SEBI on March 20, 2006. Equity Shares Equity Shares of our Company of Face Value Rs. 10/- each unless otherwise specified in the context thereof. Escrow Account Account opened with Escrow Collection Bank(s) and in whose favor the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid. Escrow Agreement Agreement to be entered into among our Company, the Registrar to this Issue, the Escrow Collection Banks, the Refund Bankers and the BRLM in relation to the collection of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected, to the Bidders. Escrow Collection Banks Escrow Collection Bank(s) / Banker (s) to the Issue means the banks, which are registered with SEBI as Banker (s) to the Issue at which the Escrow Account for the Issue will be opened, in this case being HDFC Bank Limited, ICICI Bank Limited and Standard Chartered Bank . First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form. Floor Price The lower end of the Price Band, below which the Issue Price will not be finalised and below which no Bids will be accepted. Indian GAAP Generally accepted accounting principles in India. Issue The issue of 98,76,543 Equity Shares of Rs. 10/- each fully paid up at the Issue Price aggregating Rs. 8,000 lac. Issue Price The final price at which Equity Shares will be issued and allotted in terms of the Prospectus. The Issue Price will be decided by us in consultation with the BRLM on the Pricing Date. iii Gwalior Chemical Industries Limited Term Description Issue/ Bidding Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids. Margin Amount The amount paid by the Bidder at the time of submission of the Bid, being 10% to 100% of the Bid Amount. Mutual Funds Means mutual funds registered with SEBI pursuant to the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Non Institutional Bidders All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than Rs. 1,00,000/-. Non Institutional Portion The portion of this Issue being not less than 15% of the Issue consisting of 14,81,482 Equity Shares of Rs. 10/- each aggregating Rs. 1,200 lac, available for allocation to Non Institutional Bidders. Pay-in Date Bid/Issue Closing Date or the last date specified in the CAN sent to Bidders receiving allocation who pay less than 100% Margin money at the time of bidding, as applicable. Pay-in-Period Means: (i) with respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/ Issue Opening Date and extending until the Bid/Issue Closing Date; and (ii) with respect to QIBs, whose Margin Amount is 10% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date. Price Band The price band of a minimum price (“Floor Price”) of Rs. 71/- and the maximum price (“Cap Price”) of Rs. 85/- and includes revisions thereof. Pricing Date The date on which our Company in consultation with the BRLM finalises the Issue Price. Prospectus The Prospectus, filed with the Registrar of Companies, Maharashtra, containing inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of this Issue and certain other information. Public Issue Account Account opened with the Banker to this Issue to receive monies from the Escrow Account for this Issue on the Designated Date. QIB Margin Amount An amount representing at least 10% of the Bid Amount. QIB Portion Consists of upto 49,38,271 Equity Shares of Rs. 10/- each aggregating Rs. 4,000 lac being upto 50% of the Issue, available for allocation to QIBs. 5% of the QIB Portion i.e. 2,46,914 Equity Shares aggregating Rs. 200 lac shall be available for allocation on a proportionate basis to Mutual Funds only. Qualified Institutional Buyers or QIBs Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, foreign institutional investors registered with SEBI, multilateral and bilateral development financial institutions, venture capital funds registered with SEBI, state industrial development corporations, insurance companies, provident funds with minimum corpus of Rs. 2,500 lac and pension funds with minimum corpus of Rs. 2,500 lac. iv Term Description Refund Banker Shall mean the Escrow collection Bank who has been appoinited for the purpose of refunding the amount to investors either through the Electronic mode as prescribed by SEBI and or Physical mode where payment through Electronic mode may not be feasible, in this case it is HDFC Bank Limited Registrar/ Registrar to this Issue Intime Spectrum Registry Private Limited Retail Individual Bidders Individual Bidders (including HUFs) who have Bid for an amount less than or equal to Rs. 1,00,000/- in any of the bidding options in this Issue. Retail Portion Consists of 34,56,790 Equity Shares of Rs. 10/- each aggregating Rs. 2,800 lac, being not less than 35% of the Issue, available for allocation to Retail Individual Bidder(s). Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid price in any of their Bid-cum-Application Forms or any previous Revision Form(s). Syndicate The BRLM and the Syndicate Members. Syndicate Agreement The agreement to be entered into between our Company and the members of the Syndicate, in relation to the collection of Bids in this Issue. Syndicate Member Unless the context otherwise requires, refers to, JM Morgan Stanley Financial Services Private Limited Transaction Registration Slip/ TRS The slip or document issued by the Syndicate Members to the Bidders as proof of registration of the Bid. U.S. GAAP Generally accepted accounting principles in the United States. Underwriters The BRLM and the Syndicate Members. Underwriting Agreement The Agreement among the Underwriters and our Company to be entered into on or after the Pricing Date. Notwithstanding the foregoing, in the chapter titled “Main Provisions of the Articles of Association of our Company on page 226 of this Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our Company. Abbreviations Abbreviation Full Form AGM Annual General Meeting AS Accounting Standards issued by the Institute of Chartered Accountants of India. BSE Bombay Stock Exchange Limited. CAGR Compounded Annual Growth Rate. CDSL Central Depository Services (India) Limited. DGFT Directorate General of Foreign Trade. DP Depository Participant. EGM Extra Ordinary General Meeting EPS Earnings per Equity Share. FCNR Account Foreign Currency Non Resident Account. FEMA Foreign Exchange Management Act, 1999, as amended from time to time and the regulations issued thereunder. v Gwalior Chemical Industries Limited Abbreviation Full Form FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India. FIPB Foreign Investment Promotion Board. FIs Financial Institutions. FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000. GIR Number General Index Registry Number. GoI/ Government Government of India. HUF Hindu Undivided Family. I. T. Act The Income Tax Act, 1961, as amended from time to time. I. T. Rules The Income Tax Rules, 1962, as amended from time to time, except as stated otherwise. MAPIN Market Participant and Investor Database NAV Net Asset Value. NRE Account Non Resident External Account. NRO Account Non Resident Ordinary Account. NSDL National Securities Depository Limited. NSE The National Stock Exchange of India Limited. P/E Ratio Price/Earnings Ratio. PAN Permanent Account Number. RBI The Reserve Bank of India. RBI Act The Reserve Bank of India Act, 1934, as amended from time to time. RoC/Registrar of Companies The Registrar of Companies, Maharashtra, located at Mumbai. RoNW Return on Net Worth. Rs./ Rupees Indian Rupees, the legal currency of the Republic of India. SCRA The Securities Contract (Regulation) Act, 1956, as amended from time to time. SCRR The Securities Contracts (Regulation) Rules, 1957, as amended from time to time. SEBI The Securities and Exchange Board of India. SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time. Stock Exchanges NSE and BSE UIN Unique Identification Number issued in terms of SEBI (Central Database of Market Participants) Regulations, 2003, as amended from time to time. UoI Union of India. USD/ $/ US$ The United States Dollar, the legal currency of the United States of America. vi Industry Related Terms Term Description ACL Acetyl Chloride BCHO Benzaldehyde BCL Benzyl Chloride BCL Benzal Chloride 2 BOCL Benzoyl Chloride BOH Benzyl Alcohol BQR BestCERT Quality Registrars Limited, U.S.A BTC Benzo Tri-chloride CETP Common Effluent Treatment Plant CFM Cubic feet per minute D.G. Set Diesel Generator Set Dia Diameter ETL Enviro Technology Limited HCL Hydrochloric Acid HDPE High Density Poly Ethylene ISO International Standards Organization Kg(s) Kilogram(s) KVA Kilo Volt Ampere m2 Meter square m3 Meter cube mm Millimeter MSGL Mild Steel Glass Lined MSHDPE Mild Steel High Density Poly Ethylene MSLL Mild Steel Lead Lined MSRL Mild Steel Rubber Lined Mts Meters NCL National Chemical Laboratory NM3/HR Cubic meter per hour at normal temperature and pressure OHSAS Occupational Health and Safety Management System SBS Sodium Bi-Sulphite SDC Sulphur Di-Chloride vii Gwalior Chemical Industries Limited Term Description SMC Sulphur Mono-chloride SOCL Sulphuryl Chloride 2 2 SO Sulphur Tri-Oxide 3 SS Stainless Steel TC Thionyl Chloride TCAC Tri Chloride Acetyl Chloride TPA/ MTPA Tonnes per annum/ Metric tonnes per annum TPH Tons per Hour TR Total Reflux UICT University Institute of Chemical Technology, Mumbai VHAP Vapour Heat Absorption Plant viii