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Placement Document

DISCLAIMER - IMPORTANT

YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY BODAL CHEMICALS LIMITED (THE “COMPANY”) TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (“SEBI REGULATIONS”).

IF YOU ARE NOT PERMITTED TO VIEW MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.

The following disclaimer applies to the Company’s placement document dated October 13, 2017 (the “Placement Document”) and you are therefore advised to read this disclaimer carefully before accessing the Placement Document. By accessing the Placement Document, you agree to be bound by the following restrictions, terms and conditions, including any modifications to them from time to time.

The Placement Document has been posted on the Company’s website for information purposes only in order to comply with Indian legal and regulatory requirements. Making the Placement Document available in electronic format on this website does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company in the United States or in any jurisdiction outside India.

Only those qualified institutional buyers (“QIBs”), as defined under Regulation 2(1)(zd) of the SEBI Regulations, who receive a serially numbered copy of the Placement Document are eligible to purchase the equity shares referred to in the Placement Document (the “Equity Shares”) on a private placement basis. No offer of Equity Shares is being made to the public or to any other class of investors other than QIBs.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any other applicable state securities laws of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. The Placement Document should not be viewed by any person located in the United States. The information and document contained behind these screens should not be viewed by any persons resident or physically located in the United States.

The Equity Shares may not be offered or sold and the Placement Document may not be distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction (a “Prohibited Jurisdiction”).

THE PLACEMENT DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

The Placement Document has not been and will not be registered as a prospectus with any Registrar of Companies in India under the Companies Act, 2013. The Placement Document shall be filed as a private placement offer letter with the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (“NSE” and together with the BSE, the “Stock Exchanges”). The Company shall also make the requisite filings with the Registrar of Companies, Gujarat and the Securities and Exchange Board of India (“SEBI”) within the stipulated period as required under the Companies Act and the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Placement Document has not been reviewed and approved by any regulatory authority in India or abroad, including SEBI, the Reserve Bank of India, any Registrar of Companies in India or the Stock Exchanges. The Placement Document is not and should not be construed as an offer to sell or the solicitation of an offer to buy any Equity Shares to the public in India. If you are Allotted more than 5.00% of the Equity Shares in the Issue, the Company shall be required to disclose your name and the number of Equity Shares Allotted to you to the Stock Exchanges, and they will make the same available on their website and you consent to such disclosures.

In terms of Section 42(7) of the Companies Act, the Company shall file the list of QIBs to whom this Placement Document is circulated, including particulars such as names, addresses and the number of Equity Shares allotted, with the Registrar of Companies, Gujarat and SEBI within 30 days of circulation of the Placement Document and other filings required under the Companies Act.

For a description of these and certain further restrictions on offers, sales and transfers of the Equity Shares and distribution of this Placement Document, see “Notice to Investors”, “Representations By Investors”, “Selling Restrictions” and “Transfer Restrictions”.

The Company, the Book Running Lead Managers and each of their respective affiliates do not accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website does not constitute a recommendation by the Company, Book Running Lead Managers, any of their respective affiliates or any other party to subscribe to or buy or sell the Equity Shares.

INVESTING IN THE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE PLACEMENT DOCUMENT PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT

You are reminded that you are accessing the Placement Document on the basis that you have read and understood the disclaimer set out above and are a person into whose possession this Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Placement Document and you must destroy any copies of the Placement Document in your possession.

You are responsible for protecting against viruses and any other destructive items. Your accessing of this website is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Confirmation of your acceptance of the terms and conditions

1. By clicking on the “I Confirm” button, I certify that I am not accessing this website in the United States of America or any Prohibited Jurisdiction. If you cannot make this confirmation, you must press the button marked "I Do Not Confirm".

2. I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “I Confirm” button, I confirm that I am permitted to view the Placement Document.

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Bodal Chemicals Ltd. Plot No. 123-124, Phase - I, G.I.D.C., Vatva, Ahmedabad - 382 445. Gujarat (India)

GPS Location : 22° 58'12.6"N 72° 38'19.5"E

CIN : L24110GJ1986PLC009003

info@bodal.com

+91-79-2583 5437

+91-79-2583 4223

+91-79-2583 1684

Fax No. +91-79-2583 5245

Fax No. +91-79-2583 6052