Information Memorandum for Listing on MSEIL
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Information Memorandum for listing on MSEIL MIL INDUSTRIES LIMITED (hereinafter referred to as “MIL”/”Company”) CIN NO. L25199TN1966PLC005397 FOR LISTING OF 31,50,000 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP OF MIL INDUSTRIES LIMITED INFORMATION MEMORANDUM (for the purpose of listing of Equity Shares on Metropolitan Stock Exchange of India Limited) Registered & Corporate Office: No. 25A, INDUSTRIAL ESTATE, AMBATTUR, CHENNAI - 600 098 . Phone No. : +91 44 26258382 E-mail ID: [email protected] Website: www.milindus.com NO EQUITY SHARES ARE PROPOSED TO BE SOLD / OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM GENERAL RISK Investment in equity and equity- related securities involve a degree of risk and investors should not invest in the equity shares of MIL Industries Limited 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 the shares of MIL Industries Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. Absolute Responsibility of MIL Industries Limited MIL Industries Limited made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to MIL Industries Limited, which is material, that the information contained in the Information Memorandum 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 Information Memorandum as a whole or any of such information or their expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of MIL Industries Limited were listed in Madras Stock Exchange. Now the Company proposes to get its shares listed in Metropolitan Stock Exchange of India Limited. 1 Information Memorandum for listing on MSEIL 1. GENERAL INFORMATION : Sl. No. Particulars Details 1 Name of the Company MIL Industries Limited 2 CIN No. L25199TN1966PLC005397 3 Date of incorporation 11/02/1966 as Limited company 4 Date of commencement of June 1969 business The Company’s name has been changed from Madras 5 Change of Name Industrial Linings Limited to its present name vide Registrar of Companies, Madras, Letter no. 13/5397/Del(S.21)/90 dated 28.05.1990 6 ISIN No. INE651L01019 7 Registered Office 25A, Industrial Estate, Ambattur, Chennai – 600 098 Phone No. : +91 44 26258382 8 Telephone Numbers Fax No. : +91 44 26257583 Email : [email protected] Same as Registered office 9 Corporate Office www.milindus.com 10 Website address 11 Name of the Compliance V.P.K. Mani, Company Secretary Officer 12 Contact details of the Office : +91 44 26258382 Mobile: +91 9444226157 Compliance Officer Email : [email protected] Integrated Registry Management Services Private Ltd. 2nd Floor, “KENCES TOWERS”, 1, Ramakrishna Street, T. Nagar, Chennai – 600 017 13 Registrar & Transfer Agent Phone No. : +91 44 28140801 - 803 Fax No. : +91 44 28142479 Email : [email protected] Mr. Rajiv Sreedhar 14 Managing Director 2 Information Memorandum for listing on MSEIL TABLE OF CONTENTS S. No. Title Page No. I. Definitions and abbreviations 4 II. Risk factors 1. Certain Conventions - Use of Market Data 5 2. Forward Looking Statements 5 3. Associated Risks- Internal & External factors 6 III. About the Company 1. Industry Overview 7 2. Company Overview - Company Profile 8 3. Business Overview 8 4. General Information 8 5. Main Objects of the Company 10 6. Reorganization, Reconstruction and Amalgamation 10 7. Capital Structure of the Company 11 8. Share Capital History of Company 11 9. Shareholding Structure of the Company 12 10. Management of the Company 15 11. Promoters of the Company 18 12. Details of subsidiary and Group Companies 20 13. Summary of Financial Information 20 14. Statement Showing the Details of Dividends and Cash 24 bonuses paid during the last 10 years. 15. Details of commission, brokerage, discount or option for the 24 issue of any kind of security granted to any person IV. Additional Information 1. Outstanding litigations 24 2. Government and other statutory approvals 25 3. Material Contracts and Agreements 26 V. Declaration 27 3 Information Memorandum for listing on MSEIL I. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, the following terms have the meaning given below. References to Statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. Term Description MIL Industries Limited having registered office “The Company” or “Company” or “MIL” at 25A, Industrial Estate, Ambattur, Chennai – 600 098. Conventional/General Terms/abbreviations Term Description Act or Companies Act The Companies Act, 2013 and Companies Act, 1956 (to the extent applicable) and the amendments made thereto from time to time Article or AOA Articles of Association of MIL AGM Annual General Meeting Auditors The Statutory Auditors of MIL Board of Directors/Board The Board of Directors of MIL MSEIL Metropolitan Stock Exchange of India Limited CDSL Central Depository Services (India) Limited Depository A Depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, (including amendments made there under) Depository Participant /DP A Depository Participant as defined under the Depositories Act,1996 DIN Director Identification Number Director(s) Director(s) of MIL, unless otherwise Specified ED Executive Director EPS Earnings Per Share i.e. profit after tax per Share Equity Shares Equity Shares of the Company of face value of Rs. 10/- each, unless otherwise specified in the context thereof FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, together with rules and regulations there under Financial Year/Fiscal Year/FY 12 months period ending on March 31 of a particular year HUF Hindu Undivided Family IM Information Memorandum I.T. Act The Income Tax Act, 1961 MOA Memorandum of Association of MIL N.A. Not applicable NAV Net Asset Value NSDL National Securities Depository Limited p.a. Per annum PAN Permanent Account Number allotted under the Income Tax Act, 1961 4 Information Memorandum for listing on MSEIL RBI Reserve Bank of India RoC Registrar of Companies, Tamil Nadu, Chennai Rs./Rupees Indian Rupees SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992 SEBI Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended SEBI (SAST) Regulations/SEBI Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended WTD Whole-time Director II. RISK FACTORS 1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from the financial statements prepared in accordance with the applicable legislatures. The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. In this IM, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. 2. FORWARD LOOKING STATEMENTS This IM contains certain words or phrases, including, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others: Fluctuations in operating costs; Ability to meet its capital expenditure requirements; Advancement in technology; 5 Information Memorandum for listing on MSEIL Changes in laws and regulations applicable to the Industry; Changes in Government Policies; Changes in political and socio-economic conditions globally; Any adverse outcome in the legal proceedings in which it might get involved in future; Vagaries of weather. 3. ASSOCIATED RISKS A. INTERNAL RISK FACTORS 1. Any natural calamities occurring at the company’s production sites would adversely affect its operations as like in the case of the recent floods that occurred in Tamil Nadu. B. EXTERNAL RISK 1. Political, economic and social changes in India could adversely affect our business. Our business, and the market price and liquidity of our Company’s shares, may be affected by changes in Government policies, including taxation, social, political, economic or other developments in or affecting India could also adversely affect our business. Since 1991, successive governments have pursued policies of economic liberalization and financial sector reforms including