SMVD Poly Pack Private Limited” Under the Provisions of the Companies Act, 1956 with the Deputy Registrar of Companies, West Bengal
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PROSPECTUS Dated: December 06, 2017 Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue SMVD POLY PACK LIMITED Our Company was originally incorporated on January 28, 2010, in the name and style of “SMVD Poly Pack Private Limited” under the provisions of the Companies Act, 1956 with the Deputy Registrar of Companies, West Bengal. Subsequently, our Company was converted into a public company pursuant to special resolution passed by the members of the Company at the Extra Ordinary General Meeting of our Company held on July 31, 2017 and the name of our Company was changed to “SMVD Poly Pack Limited” and a Fresh Certificate of Incorporation consequent upon conversion to public limited Company dated August 22, 2017 was issued by the Registrar of Companies, Kolkata, bearing Corporate Identity Number U25200WB2010PLC141483. For further details of the changes in our name and registered office of our Company, please refer to the section titled “History and Certain Corporate Matters” on page 126 of this Prospectus. Registered Office: 71, BRB., Basu Road, Block - A, Room No. 513, Kolkata, West Bengal-700001 Works: Village Srirampur, P.O. Mullickpur, P.S. Baruipur, District 24 Parganas, Kolkata-700145 Contact Person: Mr. Prateek Agarwal, Company Secretary and Compliance Officer Tel No.: 033-22350460; Fax No. : N.A. Email: [email protected]; Website: www.smvdpolypack.com PROMOTERS OF THE COMPANY MR. PRAMOD KUMAR AGARWAL, MS. SANGITA AGARWAL, AND AASHAKIRAN COMMODEAL PRIVATE LIMITED INITIAL PUBLIC ISSUE OF 16,40,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH (THE “ EQUITY SHARES”) OF SMVD POLY PACK LIMITED (“SMVD” OR THE “COMPANY”) FOR CASH AT A PRICE OF ₹ 55 PER SHARE (THE “ISSUE PRICE”), AGGREGATING TO ₹ 902.00 LAKHS (THE “ISSUE”), OF WHICH, 84,000 EQUITY SHARES OF ₹ 10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. ISSUE OF 15,56,000 EQUITY SHARES OF ₹ 10 EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 33.03% AND 31.34%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH.THE ISSUE PRICE IS ₹ 55 PER EQUITY SHARE AND IS 5.5 TIME THE FACE VALUE OF THE EQUITY SHARES THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (as amended from time to time) For further details see “Issue Related Information” beginning on page 246 of this Prospectus. All potential investors may participate in the Issue 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 “Issue Procedure” on page 253 of this Prospectus. In case of delay, if any, in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. RISKS IN RELATION TO THE FIRST ISSUE This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the Equity Shares is ₹ 10 per Equity Share. The issue price is 5.5 time of the face value. The Issue price (has been determined and justified by the Lead Manager and the issuer as stated under the paragraph on “Basis for Issue Price”) 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 or sustained trading in the equity shares of the issuer nor regarding the price at which the equity shares will be traded after listing. GENERAL RISK Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer 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 offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities 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 document. Specific attention of investors is invited to the statement of ‘Risk factors’ given on page number(s) 13 to 29 under the section ‘General Risks’. ISSUER’S ABSOLUTE RESPONSIBILITY The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the offer document 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 make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENTS The Equity Shares offered through this Prospectus are proposed to be listed on the SME Platform of the National Stock Exchange of India Limited (“NSE”). In terms of the Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, we are not required to obtain an in-principal listing approval for the shares being offered in this issue. Our company has received an approval letter dated November 28, 2017 from NSE for using its name in this offer document for listing of our shares on the SME Platform of NSE. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”). LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE CORPORATE CAPITALVENTURES PRIVATE LIMITED SKYLINE FINANCIAL SERVICES PRIVATE LIMITED SEBI Regn. No.: MB/INM000012276 SEBI Regn. No.: INR000003241 Regd. Off.:160 (Basement), Vinoba Puri, Lajpat Nagar –II, New Delhi- 110024 Regd. Off.: D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020. Tel No.: +91-11-41704066 Tel No.: +91-11-26812682, 64732681-88 Contact Person: Mr. Kulbhushan Parashar Fax No.: +91-11-26812683 E-mail: [email protected] Contact Person: Mr. Virender Rana Website: www.ccvindia.com Email id.: [email protected] Website: www.skylinerta.com ISSUE PROGRAMME ISSUE OPENS ON: WEDNESDAY, DECEMBER 13, 2017 ISSUE CLOSES ON: FRIDAY, DECEMBER 15, 2017 TABLE OF CONTENTS CONTENTS PAGE NO. SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS 3 COMPANY RELATED TERMS 3 ISSUE RELATED TERMS 4 TECHNICAL AND INDUSTRY RELATED TERMS 6 CONVENTIONAL AND GENERAL TERMS /ABBREVIATIONS 7 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 11 FORWARD LOOKING STATEMENTS 12 SECTION II – RISK FACTOR 13 SECTION III – INTRODUCTION SUMMARY OF OUR INDUSTRY OVERVIEW 30 SUMMARY OF BUSINESS OVERVIEW 33 SUMMARY OF OUR FINANCIAL INFORMATION 35 THE ISSUE 43 GENERAL INFORMATION 44 CAPITAL STRUCTURE 50 SECTION IV – PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE 66 BASIC TERMS OF THE ISSUE 72 BASIS FOR ISSUE PRICE 73 STATEMENT OF POSSIBLE TAX BENEFITS 76 SECTION V – ABOUT US INDUSTRY OVERVIEW 83 BUSINESS OVERVIEW 108 KEY INDUSTRY REGULATIONS AND POLICIES 118 HISTORY AND CERTAIN CORPORATE MATTERS 126 OUR MANAGEMENT 129 OUR PROMOTERS AND PROMOTER GROUP 141 OUR GROUP COMPANIES 146 RELATED PARY TRANSACTIONS 147 DIVIDEND POLICY 148 SECTION VI – FINANCIAL INFORMATION AUDITORS REPORT AND FINANCIAL INFORMATION OF OUR COMPANY 149 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 219 OF OPERATIONS FINANCIAL INDEBTEDNESS 226 SECTION VII – LEGAL AND OTHER INFORMATION OUTSTANDINGS LITIGATIONS AND MATERIALDEVELOPMENTS 231 GOVERNMENT AND OTHER STATUTORY APPROVALS 233 OTHER REGULATORY AND STATUTORY DISCLOSURES 235 SECTION VIII – ISSUE RELATED INFORMATION TERMS OF ISSUE 246 ISSUE STRUCTURE 251 ISSUE PROCEDURE 253 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 296 SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 297 SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 320 SECTION XI – DECLARATION 322 2 SECTION I- GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise requires, the terms and abbreviations stated herein shall have the meaning as assigned therewith. TERM DESCRIPTION “We”, “us”, “our”, “the SMVD POLY PACK LIMITED, a Public Limited Company incorporated under Company” or “our the Companies Act 1956, having its registered office at 71, BRB Basu Company” or “SMVD” or Road, Block - A, Room No. 513, Kolkata, West Bengal-700001 “SMVD POLY PACK LIMITED” or “the Issuer” COMPANY RELATED TERMS Term Description Articles / Articles of Articles of Association of our Company Association/AOA Auditors / Statutory The Auditor of the Company being M/s. Kamani S.K. & Company, Auditors Chartered Accountants, having their office at 22, Strand Road, Second Floor, Kolkata - 700001. Banker to the Company The South Indian Bank Limited, Kolkata, Ballygunge branch. For more details please refer “General Information” on page 44 of Prospectus. Board of Directors / Board/ The Board of Directors of our Company or a committee constituted our Board thereof. Company secretary and The Company secretary and compliance officer of our Company being compliance officer Mr. Prateek Agarwal CIN Corporate Identification Number being “U25200WB2010PLC141483” CMD Chairman and Managing Director Companies Act Companies Act, 1956 and/ or the Companies Act, 2013, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time Director(s) Director(s) of SMVD Poly Pack Limited unless otherwise specified Group companies Such companies as are included in the chapter titled “Our Group Companies” beginning on page number 146 of this prospectus Equity Shares Equity Shares of our Company of Face Value of Rs.