FORM PAS 4 - Draft Format - Common
FORM PAS 4 - Draft Format - Common
CIN: U93000MP2021PTC054718
PART – A
1 GENERAL INFORMATION
(i) a. Name YK Retails Private Limited
(i) b. Address 65EA, Scheme 94, Sector A, Indore, Madhya Pradesh, India-
452010
(i) c. Website and other contact details of the Company www.yatrikart.com; [email protected]; 9329922691
(ii) Date of incorporation of the company 2nd February, 2021
(iii) Business carried on by the company and its We are Sky Shops of Transit Retail, enabling micro-entrepreneurship
subsidiaries with the details of branches or units, if via empowering hawkers and creating a new Retail format - Retailing
any on the Go.
(iv) Brief particulars of the management of the company Company is managed and run by the Directors of the Company.
Director of the Company who supervises and controls all the affairs of
the Company.
(v) Details of Directors 1. Name: GAURAV RANA
Address: 610, MR-3, Mahalaxmi Nagar,
Indore, Madhya Pradesh-452010
DIN: 07463010
Occupation: Self Employed
CIN: U93000MP2021PTC054718
CIN: U93000MP2021PTC054718
CIN: U93000MP2021PTC054718
CIN: U93000MP2021PTC054718
CIN: U93000MP2021PTC054718
(ii)
The details of the existing share 1. Details of Allotment -Subscription to MOA
capital of the issuer company in a Date of Allotment - _______________
tabular form, indicating therein No of Equity Shares Allotted- 10000
with regard to each allotment, the Face value of shares- Rs. 10/-
date of allotment, the number of Price of shares - Rs. 10/-
shares allotted, the face value of Cumulative Equity Share Capital - Rs. 1,00,000/-
the shares allotted, the price and Form of consideration- Cash
the form of consideration.
CIN: U93000MP2021PTC054718
(b) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of
issue of private placement offer cum application letter – Not Applicable
(c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash
profit after tax plus interest paid/interest paid) - Not Applicable
(d) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of issue
of private placement offer cum application letter – Not Applicable
(e) Audited Cash Flow statement for the three years immediately preceding the date of issue of private placement offer cum
application letter – Not Applicable
(f) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company; Not
Applicable
CIN: U93000MP2021PTC054718
PART – B
(h)
Signature
CIN: U93000MP2021PTC054718
(a) The company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder;
(b) The compliance with the said Act and the rules made thereunder do not imply that payment of dividend or interest or
repayment of preference shares or debentures, if applicable, is guaranteed by the Central Government;
(c) The monies received under the offer shall be used only for the purposes and objects indicated in the private placement offer
cum application letter;
I am authorized by the Board of Directors of the company vide resolution number ____________to sign this form and declare that all
the requirements of the companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form ancillary
matters incidental thereto have been complied with. Whatever is stated in the form and in attachment thereto is true, correct and
complete and no information, material to the subject matter of this form has been suppressed or concealed and is a per original record
maintained by promoters subscribing to the Memorandum of Association and Article of Association.
It is further declared and verified that all required attachments have been completely, correctly and legibly attached to this form.
Gaurav Rana
Director
DIN No- 07463010
Date: _____________
Place: Indore, Madhya Pradesh
Attachments
● Copy of Board Resolution
● Copy of shareholders resolution
CIN: U93000MP2021PTC054718
ANNEXURE I
1. Designation and Amount: Series Seed Preference Shares having a face value of [Rs. 10/-(Indian Rupees Ten Only) each
(hereinafter the “Series Seed CCPS”)].
2. Rank: The Series Seed CCPS will be senior to the Equity Shares of the Company. The Series Seed CCPS will be Pari passu with
the other series of preference shares in all aspects.
3. Dividends.
3.1. Each Series Seed CCPS will entitle the holder thereof to receive out of funds legally available therefore in preference to
the other Shareholders of the Company cumulative cash dividends at the rate of 0.001% per annum of the Series Seed CCPS per share
amount (as appropriately adjusted for any bonus shares, share split, reclassification, recapitalization, consolidation, or similar event
affecting the Series Seed CCPS). In addition, the holders of Series Seed CCPS shall be entitled to participate in and receive pro rata
any dividends paid on the Equity Shares on an as if converted basis.
4. Conversion Terms.
4.1. The Series Seed Investors shall be entitled, at the Series Seed Investors‟ option exercisable at its sole discretion, to
require the Company to convert all or any part of the Series Seed CCPS held by the Series Seed Investors into Equity Shares, at any
time prior to the expiry of 15 years from the date of issuance of such Series Seed CCPS, in accordance with the terms and conditions
of this Agreement. However, the Series Seed CCPS shall automatically convert into Equity Shares at the then applicable Conversion
Ratio upon the closing of a Qualified IPO, such that the Series Seed Investors can exit upon closing of a Qualified IPO or Strategic
Sale.
4.2. Upon the Series Seed Investors electing to convert the Series Seed CCPS, each Series Seed CCPS shall be convertible
into 1 Equity Share of the Company (without the Series Seed Investors being required to pay any amount for such conversion), at an
initial conversion ratio of 1:1 unless adjusted as provided hereunder (“Conversion Ratio”). The Conversion Ratio shall be
continuously adjusted until the date of conversion (i) for all stock dividends, stock splits, consolidations or such other similar events
or corporate actions, and/or (ii) on a weighted average basis in the event that the Company issues additional Shares at a purchase price
less than the valuation as mentioned in this Clause, in order to ensure that the conversion rights of the Series Seed Investors are not
adversely affected by such events (“Conversion Price”)
5.1. The Company covenants that (i) it will at all times reserve and keep out of its authorized but unissued Equity Shares
such number of Equity Shares as will from time to time be sufficient to effect conversion of all Series Seed CCPS, (ii) all Equity
Shares issuable upon the conversion of any Series Seed CCPS will, upon issuance and delivery, be duly and validly issued, fully paid
and free from all Encumbrances, with respect to the issuances thereof, and that all preemptive rights of the Promoters and the other
Shareholders with respect to the issuances thereof, will be waived, (iii) all Equity Shares issuable upon the conversion of any will be
freely transferable subject only to restrictions in the amended Charter Documents, (iv) it will take all such actions necessary to
provide for the issuance of the Equity Shares upon conversion of any Series Seed CCPS in accordance with the terms and provisions
of the amended Charter Document.
5.2. In the event any Series Seed CCPS will be converted pursuant to Clause 4 or otherwise acquired by the Company, the
Series Seed CCPS so converted or otherwise acquired will be retired and canceled and will not be reissued by the Company as Series
Seed CCPS. The amended Charter Documents will be appropriately amended to affect the corresponding reduction in the Company’s
issued Share Capital.
6. Voting Rights.
6.1. All matters considered at a general meeting of the Shareholders of the Company shall be deemed to directly affect the
rights attached to the Series Seed CCPS, as such Series Seed CCPS are compulsorily convertible to Equity Shares, and accordingly
the Series Seed CCPS holders shall have the right to vote Pari passu with the holders of Equity Shares, at any general meeting, on an
as if converted basis. The holders of Series Seed CCPS shall accordingly have the right to attend and vote at Shareholders ‟ meetings,
CIN: U93000MP2021PTC054718
including and without limitation to the right to receive notice of, and to be present and to vote, either in person or by proxy, at any
Shareholders‟ meetings of the Company.
7. Anti-Dilution Protection.
7.1. Upon each issuance by the Company of any Securities (other than pursuant to the ESOP or bonus issue approved by the
Board at a price per Equity Share less than the Conversion Price then in effect (a “Dilutive Issuance”), the Conversion Price
will be adjusted downward on a Broad-Based Weighted Average Ratchet as per the formula set out below:
7.1.1. The adjusted Conversion Price of the Series Seed CCPS (“Series Seed NCP”) in each such instance will be
calculated as follows:
OCP= prevailing Conversion Price of the Series Seed CCPS (before adjustment);
SO= the aggregate of all the Equity Shares outstanding immediately prior to the Dilutive Issuance
reckoned on a Fully Diluted Basis;
SP= The total consideration received by the Company from the subscriber of the Dilutive Issuance divided
by OCP; and
SAP= Number of Securities (on a Fully Diluted Basis) actually issued in the Dilutive Issuance.
7.1.2. To the extent that the holders of the Series Seed CCPS hold Equity Shares, this anti-dilution mechanism shall
be accomplished as far as is possible under Applicable Law by an adjustment to the Conversion Price, and thereafter
by issuing such number of Equity Shares to the holders of the Series Seed CCPS at the lowest price possible under
Applicable Law, so as to give full effect to the broad based weighted average anti-dilution rights per the formula set
out above. It is clarified that in the event that the Securities being issued in the Dilutive Issuance are not Equity
Shares, but are ultimately convertible into Equity Shares, then the term „Dilutive Price‟ herein shall mean the
lowest conversion price at which any Equity Securities issued in a Dilutive Issuance could potentially be ultimately
converted into Equity Shares.
7.1.3. If all of the Series Seed CCPS have been converted to Equity Shares, this anti-dilution mechanism shall be
accomplished by issuing such number of Equity Shares to the relevant holders of the Series Seed CCPS at the
lowest price possible under Applicable Law, so as to give full effect to the broad based weighted average anti-
dilution rights per the formula set out above.
7.2. In the event that the Company undertakes any form of restructuring of its Share Capital (“Capital Restructuring”)
including but not limited to: (i) consolidation or sub-division or splitting up of its shares, (ii) issue of bonus shares; (iii) issue
of shares in a scheme of arrangement (including amalgamation or demerger); (iv) reclassification of shares or variation of
rights into other kinds of Securities; and (v) issue of right shares, the number of Equity Shares that each Series Seed CCPS
converts into and the Conversion Price for each such Series Seed CCPS shall be adjusted accordingly in a manner that the
holders of the Series Seed CCPS receive such number of Equity Shares that such Person would have been entitled to receive
immediately after occurrence of any such Capital Restructuring had the conversion of the Series Seed CCPS occurred
immediately prior to the occurrence of such Capital Restructuring.
CIN: U93000MP2021PTC054718
ANNEXURE II
Pre and Post shareholding pattern of the company
A Promoters’ holding
1 Indian
Individual -
Bodies Corporate - - - -
Sub-Total - - - -
2 Foreign Promoters - - - -
Sub-Total (A) - - - -
B Non-Promoters’ holding
1 Institutional Investors - - - -
2 Non-Institutional Investors - - - -
Indian public - - - -
Sub-Total (B) - - - -
GRAND TOTAL - - - -