EACH FULLY PAID up of MITTAL LIFE STYLE LIMITED(“MLSL” OR the “COMPANY” OR the “ISSUER”) for CASH at a PRICE of Rs
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Prospectus Dated: March 07, 2018 Please read section 26 of Companies Act, 2013 100% Fixed Price Issue MITTAL LIFE STYLE LIMITED Our Company was incorporated as Mittal Life Style Private Limited under the provisions of the Companies Act 1956 vide certificate of incorporation dated August 31, 2005, issued by the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed to Mittal Life Style Limited pursuant to conversion into a public company vide Shareholders’ approval on October 31, 2017 and fresh certificate of incorporation dated November 23, 2017.The Corporate Identification Number of Our Company is U18101MH2005PLC155786. For further details please refer to chapter titled ‘Our History and Certain Other Corporate Matters’ beginning on page 114 of this Prospectus. Registered Office: Unit No. 8/9, Ravikiran, Ground Floor, New Link Road, Andheri (West), Mumbai – 400053, Maharashtra, India Tel No: +91-22-26741792; Fax No: +91-22-26741787 E-mail: [email protected]; Website: www.mittallifestyle.in Contact Person: Mr. Brijeshkumar Jagdishkumar Mittal, Managing Director Promoters of our Company: Mr. Brijeshkumar Jagdishkumar Mittal, Mr. Pratik Brijeshkumar Mittal and JK Denim Fab Private Limited THE ISSUE PUBLIC ISSUE OF 21,00,000EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP OF MITTAL LIFE STYLE LIMITED(“MLSL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 21/- PER EQUITY SHARE (THE “ISSUE PRICE”) (INCLUDING A SHARE PREMIUM OF Rs. 11/- PER EQUITY SHARE AGGREGATING Rs. 441.00 LAKHS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 1,20,000 EQUITY SHARES OF Rs.10/- EACH FULLY PAID UP WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 19,80,000EQUITY SHARES OF Rs.10/- EACH FULLY PAID UP IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 29.79% AND 28.09% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS Rs. 10/- EACH. THE ISSUE PRICE IS Rs. 21/- PER EQUITY SHARE. THE ISSUE PRICE IS 2.10 TIMES THE FACE VALUE. THIS ISSUE IS BEING IN TERMS OF CHAPTER XB OF THE SEBI (ICDR) REGULATIONS, 2009 (AS AMENDED FROM TIME TO TIME) For further details please refer to “Section VII - Issue Information” beginning on page 204 of this Prospectus. All potential investors shall participate in the Issue through 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 “Issue Procedure” on page 210 of this Prospectus. RISK IN RELATION TO THE 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 Equity Shares is Rs.10/- and the Issue Price is 2.10 times of the face value. The Issue Price (as determined and justified by the Company and the Lead Manager as stated under chapter titled “Basis for Issue Price” beginning on page 89 of this Prospectus) 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. 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 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 this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 19 of this Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the 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 offered through this Prospectus are proposed to be listed on the NSE Emerge Platform. Our Company has received an In- principle letter dated January 03, 2018 from National Stock Exchange of India Limited (“NSE”) for using its name in this offer document for listing of our Equity Shares on the NSE Emerge Platform. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SARTHI CAPITAL ADVISORS PRIVATE BIGSHARE SERVICES PRIVATE LIMITED LIMITED 159/11, Amar Brass Compound, Bharat Tin Works Building, 1stFloor, Vidyanagari Marg, Kalina, Santacruz (E), Opp. Vasant Oasis, Makwana Road, Mumbai - 400098 Marol, Andheri East, Mumbai – 400059 Tel: +91 22 26528671/72 Tel: +91 22 62638200 Fax: +91 22 26528673 Fax: +91 22 62638299 Investor Grievance Email: [email protected] E-mail: [email protected] Website: www.sarthi.in Website: www.bigshareonline.com Contact Person: Mr. Deepak Sharma Contact Person: Mr. Ashok Shetty SEBI Registration No.: INM000012011 SEBI Registration No.: INR000001385 ISSUE PROGRAMME ISSUE OPENS ON: MARCH 19, 2018 ISSUE CLOSES ON: MARCH 21, 2018 CONTENTS SECTION I – GENERAL……………………………………………………………………………… 3 DEFINITION AND ABBREVIATIONS………………………………………………………………... 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………… 17 FORWARD - LOOKING STATEMENTS……………………………………………………………… 18 SECTION II - RISK FACTORS………………………………………………………………………. 19 SECTION III – INTRODUCTION……………………………………………………………………. 35 SUMMARY OF OUR INDUSTRY……………………………………………………………………... 35 SUMMARY OF OUR BUSINESS……………………………………………………………………… 39 SUMMARY FINANCIAL STATEMENTS…………………………………………………………….. 43 THE ISSUE………………………………………………………………………………………………. 47 GENERAL INFORMATION……………………………………………………………………………. 48 CAPITAL STRUCTURE………………………………………………………………………………... 56 OBJECTS OF THE ISSUE………………………………………………………………………………. 85 BASIS FOR ISSUE PRICE……………………………………………………………………………… 89 STATEMENT OF TAX BENEFITS…………………………………………………………………….. 91 SECTION IV – ABOUT THE COMPANY…………………………………………………………… 93 OUR INDUSTRY………………………………………………………………………………………... 93 OUR BUSINESS………………………………………………………………………………………… 100 KEY INDUSTRY REGULATION AND POLICIES…………………………………………………… 111 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS………………………………... 114 OUR MANAGEMENT………………………………………………………………………………….. 121 OUR PROMOTERS AND PROMOTER GROUP…………………………………………………… 135 OUR GROUP ENTITIES………………………………………………………………………………... 141 RELATED PARTY TRANSACTIONS…………………………………………………………………. 145 DIVIDEND POLICY…………………………………………………………………………………….. 146 SECTION V – FINANCIAL INFORMATION……………………………………………………… 147 FINANCIAL STATEMENT, AS RESTATED………………………………………………………….. 147 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS………………………………………………………………………….. 178 SECTION VI – LEGAL AND OTHER INFORMATION…………………………………………... 187 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS…………………………….. 187 GOVERNMENT AND OTHER STATUTORY APPROVALS………………………………………… 191 OTHER REGULATORY AND STATUTORY DISCLOSURES………………………………………. 194 SECTION VII – ISSUE INFORMATION……………………………………………………………. 204 TERMS OF THE ISSUE………………………………………………………………………………… 204 ISSUE STRUCTURE……………………………………………………………………………………. 208 ISSUE PROCEDURE……………………………………………………………………………………. 210 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES…………………………… 228 SECTION VIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION……………………… 229 SECTION IX – OTHER INFORMATION…………………………………………………………… 324 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION………………………………... 324 DECLARATION…………………………………………………………………………………………. 326 1 The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (U.S. Securities Act) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, ―U.S. Persons (as defined in Regulation S), except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transaction in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those offers, and sale occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and application may not be made by persons in any such jurisdiction, except in compliance with the applicable