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Spicy Entertainment and Media Limited DRAFT PROSPECTUS 100% Fixed Price Issue Please read Section 26 and 32 of the Companies Act, 2013 Dated 2nd March, 2016 SPICY ENTERTAINMENT AND MEDIA LIMITED (CIN- U22219WB2012PLC188312) Our Company was originally incorporated as “Lahoti Entertainment & Media Limited” in Kolkata, West Bengal as a Public Limited Company under the provisions of the Companies Act, 1956 vide Certifi cate of Incorporation dated 15th November, 2012 bearing Registration Number: 188312 issued by the Registrar of Companies, Kolkata, West Bengal and having Certifi cate for Commencement of Business dated 11th December, 2012. Subsequently, the name of Our Company was changed to “Spicy Entertainment and Media Limited” and a fresh Certifi cate of Incorporation dated 7th November, 2014 issued by the Registrar of Companies, Kolkata, West Bengal. The Corporate Identifi cation Number of our Company is U22219WB2012PLC188312. For further details of incorporation, change of name and registered offi ce of our Company, please refer to chapter titled “General Information” and “Our History and Corporate Structure” beginning on page 36 and 120 respectively of this Draft Prospectus. Registered Offi ce: 4, Fairlie Place, HMP House, 4th Floor, Room No – 408, Kolkata – 700 001, West Bengal Tel: +91-33-40088181 / +91 8820500005 / +91 8820400004 Email: [email protected]; Website: www.spicyy.in Company Secretary & Compliance Offi cer: Ms. Neha Barnwal PROMOTERS OF OUR COMPANY: M/S. PINK LADY MERCHANDISE PRIVATE LIMITED & MR. ANINDYA BIKAS DATTA THE ISSUE PUBLIC ISSUE OF 48,20,000 EQUITY SHARES OF RS. 10 EACH (“EQUITY SHARES”) OF SPICY ENTERTAINMENT AND MEDIA LIMITED (“SEML” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 10 PER SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 482.00 LACS (“THE ISSUE”), OF WHICH, 2,60,000 EQUITY SHARES OF RS. 10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. ISSUE OF 45,60,000 EQUITY SHARES OF RS. 10 EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 29.19% AND 27.62%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. 10/- I.E. AT PAR 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 only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certifi ed Syndicate Banks (“SCSBs”) for the same. For details in this regard, specifi c attention is invited to the chapter titled “Issue Procedure” beginning on page 200 of this Draft Prospectus. A copy will be delivered for registration to the Registrar of companies as required under Section 26 of the Companies Act, 2013. 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 Certifi ed Syndicate Banks (“SCSBs”) for the same. For details in this regard, specifi c attention is invited to the chapter titled "Issue Procedure" beginning on page 200 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. Qualifi ed Institutional Buyers and Non-Institutional Investors shall compulsorily participate in the Issue through ASBA process. A Copy will be 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 REQUIREMENT) REGULATIONS, 2009 AS AMENDED FROM TIME TO TIME. For further details please refer to Section titled “Issue structure ” beginning on Page 197 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the fi rst public issue of our Company, there has been no formal market for our Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 and the issue price of Rs. 10 per Equity Share i.e. at par of face value. The issue price (as determined by our Company in consultation with the Lead Manager and as stated in the chapter titled on “Basis for Issue Price” beginning on page 77 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 the Company 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 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. Specifi c attention of the investors is invited to the section titled “Risk Factors” beginning on page 13 of this Draft Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company having made all reasonable inquiries, accepts responsibility for and confi rms that this Draft Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the 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 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, we are not required to obtain an in-principal 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 shares on the SME Platform of BSE. For the purpose of this Issue, SME Platform of the BSE shall be the designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE FIRST OVERSEAS CAPITAL LIMITED MAHESHWARI DATAMATICS PRIVATE LIMITED 1-2 Bhupen Chambers, Ground Floor, 6, Mangoe Lane, 2nd Floor, Dalal Street, Mumbai-400-001 Kolkata-700-001 Tel No. +91 22 4050 9999 Tel No. +91 33 2243 5029 /2248 2248 Fax No. +91 22 4050 9900 Fax No. +91 33 2248 4787 Email id: [email protected] Email id: [email protected] Investor Grievance Email: [email protected] Website: www.mdpl.in Website: www.focl.in SEBI Registration No: INR000000353 SEBI Registration No: INM000003671 Contact person: Mr. S Rajagopal Contact person: Mr. Rushabh Shorff ISSUE PROGRAMME ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●] TABLE OF CONTENTS SECTION TITLE PAGE NO I GENERAL DEFINITIONS AND ABBREVIATIONS 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 9 FORWARD LOOKING STATEMENTS 11 II RISK FACTORS 13 III INTRODUCTION SUMMARY 24 SUMMARY OF FINANCIAL DATA 32 ISSUE DETAILS IN BRIEF 35 GENERAL INFORMATION 36 CAPITAL STRUCTURE 44 OBJECTS OF THE ISSUE 70 BASIC TERMS OF THE ISSUE 76 BASIS FOR ISSUE PRICE 77 STATEMENT OF TAX BENEFITS 80 IV ABOUT OUR COMPANY INDUSTRY OVERVIEW 89 OUR BUSINESS 105 KEY INDUSTRY REGULATIONS AND POLICIES 115 OUR HISTORY AND CORPORATE STRUCTURE 120 OUR MANAGEMENT 125 OUR PROMOTERS 137 OUR PROMOTER GROUP / GROUP COMPANIES / ENTITIES 141 RELATED PARTY TRANSACTIONS 145 DIVIDEND POLICY 146 V FINANCIAL INFORMATION FINANCIAL INFORMATION OF OUR COMPANY 147 FINANCIAL INDEBTNESS 162 MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS 163 OF OPERATIONS VI LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 173 GOVERNMENT & OTHER APPROVALS 177 OTHER REGULATORY AND STATUTORY DISCLOSURES 178 VII ISSUE RELATED INFORMATION TERMS OF THE ISSUE 191 ISSUE STRUCTURE 197 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 199 ISSUE PROCEDURE 200 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 242 IX OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 261 DECLARATION 263 Spicy Entertainment & Media Limited SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS In this Draft Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith. DEFINITIONS: TERMS DESCRIPTION "Our Company", "the Company", "SEML", “Spicy” Spicy Entertainment and Media Limited, a Public Limited "we", "us" or "the Issuer" Company incorporated under the Companies Act, 1956 "you", "your" or "yours" Prospective investors in this Issue CONVENTIONAL/GENERAL TERMS: TERMS DESCRIPTION AOA/Articles/ Articles of Articles of Association of Spicy Entertainment and Media Limited Association
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