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Focus Suites Solutions & Services Limited Draft Prospectus Dated: December 11,2017 Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue FOCUS SUITES SOLUTIONS & SERVICES LIMITED Our Company was incorporated as “Focus Suites Solutions & Services Private Limited” at Bangalore as a Private Limited Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated July 18, 2006 bearing Corporate Identification Number U72200KA2006PTC039993 issued by Registrar of Companies, Karnataka. Subsequently, our Company was converted into a public limited company pursuant to shareholders resolution passed at Annual General Meeting of our Company held on September 29, 2017 and the name of our Company was changed to Focus Suites Solutions & Services Limited and a fresh certificate of incorporation consequent upon Conversion of Private Company to Public Company dated November 16, 2017 was issued by Registrar of Companies, Bangalore, Karnataka. The Corporate Identification Number of our Company is U72200KA2006PLC039993. For details of Incorporation, Change in the Name and Registered Office of our Company, please refer to chapters titled “General Information” and “Our History and Certain Other Corporate Matters” beginning on pages 57 and 128 of this Draft Prospectus. Registered Office: 2nd Floor, Kalpak Arcade, No. 46/17, Church Street, Bangalore, Karnataka 560001, India Tel. No.: +91 80 41757500; Fax No.: NA Corporate Office: C-108, Kanakia Zillion, LBS Marg, Gateway to BKC, Kurla West, Mumbai 400070, Maharashtra, India Tel. No.: +91 022 26540725; Fax No.: NA Contact Person: Nidhi Sharma, Company Secretary and Compliance Officer Email: [email protected]; Website: www.focus-suites.com PROMOTER OF OUR COMPANY: MAJESTIC MARKET RESEARCH SUPPORT SERVICES LIMITED THE ISSUE INITIAL PUBLIC ISSUE OF UPTO 36,08,000* EQUITY SHARES OF FACE VALUE RS. 10/- EACH FULLY PAID FOR CASH AT A PRICE OF [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [] PER EQUITY SHARE) (THE “ISSUE PRICE”) AGGREGATING UP TO RS []** LAKHS (THE”ISSUE”) OF WHICH UPTO [] EQUITY SHARES OF FACE VALUE RS. 10/- EACH FOR CASH AT A PRICE OF RS. [] PER EQUITY SHARE, AGGREGATING RS. []WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF [] EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [] PER EQUITY SHARE, AGGREGATING RS. [] IS HEREINAFTER REFERED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE []% AND []%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE OF RS. [] IS [] TIMES OF THE FACE VALUE OF THE EQUITY SHARES. In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Offer only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 205 of this Draft Prospectus. A copy of Prospectus will be delivered for registration to the Registrar of Companies, Bangalore, Karnataka as required under Section 26 of the Companies Act, 2013. THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI (ICDR) REGULATIONS”). For further details please refer the section titled ‘Issue Information’ beginning on page 197 of this Draft Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public Issue of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10 and the Issue price of Rs. [] per Equity Share is [] times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager as stated in the chapter titled ‘Basis for issue Price’ beginning on page [] of this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/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 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 the Company and this Issue, including the risks involved. The Equity Shares offered 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 Draft Prospectus. Specific attention of the investors is invited to the section titled ‘Risk Factors’ beginning on page [] of this Draft Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to the Issuer and this Issue, which is material in the context of this Issue, that the information contained in this Draft 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 or inclusion of which makes this Draft 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 of our Company offered through this Draft Prospectus are proposed to be listed on the SME platform of BSE Limited (‘BSE SME’). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended from time to time, our Company has received an In-Principle approval letter dated [] from BSE Limited for using its name in this offer document for listing of our shares on the SME Platform of BSE Limited. For the purpose of this Issue, SME Platform of the BSE Limited shall be the Designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED 406-408, Keshva Premises, Behind Family Court, 1st Floor, Bharat Tin Works Building, Opp. Vasant Bandra Kurla Complex, Bandra (East), Oasis, Makwana Road, Marol, Andheri East, Mumbai – 400051, Maharashtra, India Mumbai-400059 Tel: +91-22 6194 6700; Fax: +91-22 2659 8690 Tel: +91 22 6263 8200 Website: www.pantomathgroup.com Fax: +91 22 6263 8299 Email: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Website: www.bigshareonline.com Contact Person: Lokesh Shah/ Unmesh Zagade Contact Person: Babu Raphael SEBI Registration No: INM000012110 SEBI Registration No: INR000001385 ISSUE PROGRAMME ISSUE OPENS ON [l] ISSUE CLOSES ON [l] Note: All correspondence should be directed to Corporate Office. *Number of shares may need to be adjusted for lot size upon determination of issue price **Subject to finalisation of basis of Allotment Contents SECTION I - GENERAL ....................................................................................................................... 3 DEFINITION AND ABBREVIATION ............................................................................................. 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA................................... 14 FORWARD LOOKING STATEMENT ........................................................................................... 16 SECTION II – RISK FACTORS .......................................................................................................... 17 SECTION III - INTRODUCTION ....................................................................................................... 38 SUMMARY OF INDUSTRY ........................................................................................................... 38 SUMMARY OF OUR BUSINESS .................................................................................................. 42 SUMMARY OF FINANCIAL STATEMENTS .............................................................................. 50 THE ISSUE ....................................................................................................................................... 56 GENERAL INFORMATION ........................................................................................................... 57 CAPITAL STRUCTURE ................................................................................................................. 65 OBJECTS OF THE ISSUE ............................................................................................................... 86 BASIS FOR THE ISSUE PRICE ..................................................................................................... 94 STATEMENT OF POSSIBLE TAX BENEFITS ............................................................................ 98 SECTION IV - ABOUT THE COMPANY .......................................................................................
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