Mr. Gilbert Paustine Baptist, Managing Director Promoters of Our Company: Mr
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Draft Prospectus Dated: September 28, 2015 Please read section 32 of Companies Act, 2013 (To be updated upon ROC filing) 100% Fixed Price Issue MALAIKA APPLIANCES LIMITED Our Company was incorporated as Malaika Appliances Private Limited under the provisions of the Companies Act, 1956 vide certificate of incorporation dated June 07, 1995, in Mumbai. Further, our Company was converted into public limited company vide fresh certificate of incorporation dated September 01, 2015. The Corporate Identification Number of Our Company is U25207MH1995PLC089266. For details of change in registered office of our Company please refer to chapter titled “Our History and Certain Other Corporate Matters” beginning on page 90 of this Draft Prospectus. Registered Office: Malaika Estate, Raje Shivaji Nagar, Sakivihar Road, Powai Mumbai-400072, Maharashtra Tel No: +91-22-2857 9686; Fax No: +91-22-2857 5665; E-mail: [email protected]; Website: www.malaikagroup.in Contact Person: Mr. Gilbert Paustine Baptist, Managing Director Promoters of our Company: Mr. Gilbert Paustine Baptist & Mrs. Marceline Jpquim Baptist THE ISSUE PUBLIC ISSUE OF 12,00,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP OF MALAIKA APPLIANCES LIMITED (“MALAIKA” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 24/- PER EQUITY SHARE (THE “ISSUE PRICE”) (INCLUDING A SHARE PREMIUM OF Rs. 14/- PER EQUITY SHARE AGGREGATING Rs. 288.00 LAKHS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 60,000 EQUITY SHARES OF Rs.10/- FULLY PAID UP EACH 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 11,40,000 EQUITY SHARES OF Rs.10/- EACH FULLY PAID UP IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.67 % AND 25.33 %, 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. 24/- THE ISSUE PRICE IS 2.40 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 184 of this Draft Prospectus. All potential investors may 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 190 of this Draft 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. 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 2.40 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 71 of this Draft 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 Draft Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 91 of this Draft Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 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 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 offered through this Draft Prospectus are proposed to be listed on the BSE SME Platform. In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended from time to time, we are not required to obtain an in-principle listing approval for the shares being offered in this issue. However, our Company has received an approval letter dated [●] from BSE for using its name in this offer document for listing of our Equity Shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited (“BSE”). LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SARTHI CAPITAL ADVISORS PRIVATE BIGSHARE SERVIVES PVT LTD LIMITED E2 Ansa Industrial Estate, 159/11, Amar Brass Compound, Sakivihar Road, Sakinaka Vidyanagari Marg, Kalina, Santacruz (E), Andheri East, Mumbai – 400072. Mumbai - 400098 Tel: +91 22 40430200 Tel: (022) 26528671/72 Fax: +91 22 28475207 Fax:(022) 26528673 E-mail: [email protected] Investor Grievance Email:[email protected] Website Website: www.sarthi.in Contact Person: Mr. Ashok Shetty Contact Person: Mr. Deepak Sharma SEBI Registration No.: INR000001385 SEBI Registration No.: INM000012011 ISSUE PROGRAMME ISSUE OPENS ON : [] ISSUE CLOSES ON : [] CONTENTS SECTION I – GENERAL……………………………………………………………………………… 03 DEFINITION AND ABBREVIATIONS………………………………………………………………... 03 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………… 15 FORWARD - LOOKING STATEMENTS……………………………………………………………… 16 SECTION II - RISK FACTORS………………………………………………………………………. 17 SECTION III – INTRODUCTION…………………………………………………………………… 31 SUMMARY OF OUR INDUSTRY……………………………………………………………………... 31 SUMMARY OF OUR BUSINESS………………………………………………………………………. 33 SUMMARY FINANCIAL STATEMENTS……………………………………………………………... 35 THE ISSUE………………………………………………………………………………………………. 39 GENERAL INFORMATION……………………………………………………………………………. 40 CAPITAL STRUCTURE………………………………………………………………………………… 49 OBJECTS OF THE ISSUE………………………………………………………………………………. 67 BASIS FOR ISSUE PRICE……………………………………………………………………………… 71 STATEMENT OF TAX BENEFITS…………………………………………………………………….. 73 SECTION IV – ABOUT THE COMPANY…………………………………………………………… 82 OUR INDUSTRY………………………………………………………………………………………... 82 OUR BUSINESS………………………………………………………………………………………… 92 KEY INDUSTRY REGULATION AND POLICIES…………………………………………………… 102 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS………………………………... 105 OUR MANAGEMENT…………………………………………………………………………………. 108 OUR PROMOTERS AND PROMOTER GROUP……………………………………………………… 118 OUR GROUP ENTITIES………………………………………………………………………………... 121 RELATED PARTY TRANSACTIONS…………………………………………………………………. 124 DIVIDEND POLICY…………………………………………………………………………………….. 125 SECTION V – FINANCIAL INFORMATION……………………………………………………… 126 FINANCIAL STATEMENT, AS RESTATED………………………………………………………….. 126 MANAGEMENT‘S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 153 OF OPERATIONS…………………………………………………………………………............................. SECTION VI – LEGAL AND OTHER INFORMATION…………………………………………..... 161 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS……………………………… 161 GOVERNMENT AND OTHER STATUTORY APPROVALS…………………………………………... 170 OTHER REGULATORY AND STATUTORY DISCLOSURES………………………………………… 173 SECTION VII – ISSUE INFORMATION……………………………………………………………. 184 TERMS OF THE ISSUE………………………………………………………………………………… 184 ISSUE STRUCTURE……………………………………………………………………………………. 188 ISSUE PROCEDURE……………………………………………………………………………………. 190 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES…………………………… 208 SECTION VIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION……………………… 209 SECTION IX – OTHER INFORMATION…………………………………………………………… 282 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION………………………………... 282 DECLARATION…………………………………………………………………………………………. 284 Page 1 of 287 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