Mewar Hi-Tech Engineering Limited
Total Page:16
File Type:pdf, Size:1020Kb
Prospectus Dated: September 26, 2016 Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue MEWAR HI-TECH ENGINEERING LIMITED Our Company was incorporated as “Mewar Hi-Tech Engineering Private Limited” in Udaipur, Rajasthan, as a private limited company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated June 8, 2006 bearing registration number 022625 issued by Registrar of Companies, Rajasthan. Subsequently our Company was converted into a public limited company pursuant to special resolution dated February 14, 2009 and fresh Certificate of Incorporation dated March 26, 2009, was issued by Registrar of Companies, Rajasthan and the name of our Company was changed to “Mewar Hi-Tech Engineering Limited”. The Corporate Identity Number of our Company is U29299RJ2006PLC022625. For details of Incorporation, Change of Name and Registered office of our Company, please refer to chapter titled ‘General Information’ and ‘Our History and Certain Other Corporate Matters’ beginning on page 60 and 161 respectively of this Prospectus. Registered Office:1, Hawa Magri, Industrial Area, Sukher, Udaipur, Rajasthan, 313001, India Tel. No.: 0294-2440235; Fax No.: 0294-2440234 Company Secretary and Compliance Officer of the Company: Rimika Talesara Email: [email protected]; Website: www.mewarhitech.com PROMOTERS OF OUR COMPANY: CHATTAR SINGH RATHORE AND REENA RATHORE THE ISSUE PUBLIC ISSUE OF 10,62,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF MEWAR HI-TECH ENGINEERING LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 22 PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. 12 PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING RS. 233.64 LAKHS (“THE ISSUE”), OF WHICH 60,000 EQUITY SHARES OF FACE VALUE RS. 10/- EACH FOR CASH AT A PRICE OF RS. 22 PER EQUITY SHARE, AGGREGATING RS. 13.20 LAKHS 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 10,02,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 22 PER EQUITY SHARE, AGGREGATING RS. 220.44 LAKHS IS HEREINAFTER REFERED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.21% AND 25.67% RESPECTIVELY OF THE FULLY DILUTED 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. 22 IS 2.2 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 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 the chapter titled “Issue Procedure” beginning on page 296 of this Prospectus. A copy has been delivered for registration to the Registrar 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 to the section titled ‘Issue Information’ beginning on page 288 of this Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of the Issuer, 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. 22 per Equity Share is 2.2 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 110 of this 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 Issuer 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 Prospectus. Specific attention of the investors is invited to the section titled ‘Risk Factors’ beginning on page 18 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 of our Company offered through this Prospectus are proposed to be listed on the SME platform of BSE Limited (‘BSE’). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended from time to time, our Company has received an approval letter dated August 05, 2016 from BSE for using its name in this offer document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, SME Platform of BSE 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, E/2, Ansa Industrial Estate, Sakivihar Road Behind Family Court, Bandra Kurla Complex, Sakinaka, Andheri East, Mumbai – 400 072 Bandra East, Mumbai - 400051 Tel: 022 4043 0200; Fax: 022 2847 5207 Tel: 022 6194 6724; Fax: 022 2659 8690 Email: [email protected] Website: www.pantomathgroup.com Website: www.bigshareonline.com Email: [email protected] Investor Grievance Id: [email protected] Contact Person: Mr. Babu Raphael Contact Person: Ms. Kirti Kanoria SEBI Registration Number: INR000001385 SEBI Registration No: INM000012110 Investor Grievance E-mail: [email protected] ISSUE PROGRAMME ISSUE OPENS ON : FRIDAY, SEPTEMBER 30, 2016 ISSUE CLOSES ON : THURSDAY, OCTOBER 06, 2016 Table of Contents SECTION I – GENERAL ............................................................................................................................. 3 DEFINITION AND ABBREVIATION ................................................................................................... 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA......................................... 15 FORWARD LOOKING STATEMENT ................................................................................................. 17 SECTION II – RISK FACTORS ................................................................................................................ 18 SECTION III – INTRODUCTION............................................................................................................. 39 SUMMARY OF OUR INDUSTRY ....................................................................................................... 39 SUMMARY OF OUR BUSINESS ........................................................................................................ 51 SUMMARY OF FINANCIAL STATEMENTS .................................................................................... 54 THE ISSUE ............................................................................................................................................. 59 GENERAL INFORMATION ................................................................................................................. 60 CAPITAL STRUCTURE ....................................................................................................................... 68 OBJECTS OF THE ISSUE ................................................................................................................... 104 BASIS FOR ISSUE PRICE .................................................................................................................. 110 STATEMENT OF POSSIBLE TAX BENEFITS ................................................................................ 112 SECTION IV – ABOUT THE COMPANY ............................................................................................. 114 OUR INDUSTRY ................................................................................................................................. 114 OUR BUSINESS .................................................................................................................................. 139 KEY INDUSTRY REGULATIONS AND POLICIES ........................................................................ 153 OUR HISTORY AND CERTAIN