Mangalam Global
Mangalam Global
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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 of America 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 India and may not be offered or sold, and application may not be made by persons
in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
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SECTION I: GENERAL
Unless the context otherwise indicates, requires or implies, the following terms shall have the following
meanings in this Draft Prospectus. References to statutes, rules, regulations, guidelines and policies will be
deemed to include all amendments, modifications or reenactments notified thereto.
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Industry Regulations and Policies”, “Financial Statements”,
Outstanding Litigation and Other Material Developments”, will have the meaning ascribed to such terms in
these respective sections.
Term Description
“Mangalam Global Enterprise Mangalam Global Enterprise Limited, a public limited company
Limited”, “our Company”, “the incorporated under the Companies Act, 1956 and having its registered office
Company”, “the Issuer at 101, Mangalam Corporate House, 19/B Kalyan Society Near M.G.
Company”, and “the Issuer” International School, Mithakhali, Ahmedabad- 380006, Gujarat.
“We”, “our”, “us” or “Group” Unless the context otherwise indicates or implies, refers to our Company
together with its Subsidiaries.
Term Description
AOA/Articles / Articles of The Articles of Association of our Company, as amended from time to time
Association
Audit Committee The committee of the Board of Directors constituted as the Company’s
Audit Committee in accordance with Section 177 of the Companies Act,
2013 and rules made thereunder vide Board Resolution dated September
23, 2019.
Banker to the Company Such banks which are disclosed as bankers to the Company in the chapter
titled “General Information” on page 57 of this Draft Prospectus.
Board of Directors / the Board The Board of Directors of our Company, including all duly constituted
/ Our Board / Directors Committees thereof.
Chairman/ Chairperson The Chairman/ Chairperson of Board of Directors of Mangalam Global
Enterprise Limited being Vipin Prakash Mangal.
Chief Financial Officer / CFO The Chief Financial Officer of our Company being Ashutosh Mehta
CIN Corporate Identification Number of our Company
U24224GJ2010PLC062434
Company Secretary and The Company Secretary and Compliance Officer of our Company being
Compliance Officer / (CS) Rutu Shah
Equity Shares/Shares The The equity shares of our Company of a face value of Rs. 10/- each unless
equity shares of our Company otherwise specified in the context thereof
of a face value of Rs. 10/- each
unless
Equity The holders of the Equity Shares of the Company
Shareholders/Shareholders
Group Companies/Entities Such companies as are included in the chapter titled “Our Group
Companies” beginning on page 180 of this Draft Prospectus.
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Term Description
Independent Director A non-executive, Independent Director as per the Companies Act, 2013 and
the Listing Regulations
ISIN International Securities Identification Number. In this case being
INE0APB01016
Joint Managing Directors The Joint Managing Director of our Company are Chanakya Prakash
Mangal and Chandragupt Prakash Mangal.
Key Management Personnel / Key management personnel of our Company in terms of Section 2(51) of
KMP the Companies Act, 2013 and Regulation 2(1)(bb) of the SEBI (ICDR)
Regulations. and as identified in chapter titled “Our Management” on page
159 of this Draft Prospectus
Materiality Policy The policy adopted by our Board on September 25, 2019 for identification
of Group Companies, material outstanding litigation and material dues
outstanding to creditors in respect of our Company, pursuant to the
disclosure requirements under the SEBI ICDR Regulations.
MoA/ Memorandum The Memorandum of Association of our Company, as amended from time
of Association to time
Nomination & Remuneration The committee of the Board of Directors constituted as the Company’s
Committee Nomination& Remuneration Committee in accordance with Section 178(1)
of the Companies Act, 2013 and rules made thereunder vide Board
resolution dated September 23, 2019 and disclosed as such in the chapter
titled “Our Management” on page 159 of this Draft Prospectus
Promoter(s) Promoters of our company being Vipin Prakash Mangal, Chanakya Prakash
Mangal and Chandragupt Prakash Mangal.
Promoter Group Persons and entities constituting the promoter group of our Company,
pursuant to Regulation 2(1)(pp) of the SEBI (ICDR) Regulations and as
enlisted in the chapter titled “Our Promoters and Promoter Group”
beginning on page 174 of this Draft Prospectus.
Registrar of Companies/ RoC Office of Registrar of Companies, situated at ROC Bhavan , Opp. Rupal
Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013
Gujarat
Registered Office The registered office of our Company situated at 101, Mangalam Corporate
House, 19/B Kalyan Society Near M.G. International School, Mithakhali,
Ahmedabad- 380006, Gujarat.
Stakeholders’ Relationship The committee of the Board of Directors constituted as the Company’s
Committee Stakeholders’ Relationship Committee in accordance with Section 178(5)
of the Companies Act, 2013 and rules made thereunder vide Board
resolution dated September 23, 2019.
Statutory Auditors or Auditors The Statutory Auditors of our Company being M/s. Keyur Shah & Co.
holding a valid peer review certificate dated July 30, 2018.
“you”, “your” or “yours” “you”, “your” or “yours” Prospective Investors in this Issue
Prospective Investors in this
Issue
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ISSUE RELATED TERMS
Term Description
Acknowledgement Slip The acknowledgement slips or document issued by the Designated
Intermediary to an Applicant as proof of registration of Application.
Allot / Allotment /Allotted Unless the context otherwise requires, allotment of the Equity Shares
pursuant to the Issue of Equity Shares to the successful Applicants.
Allotment Advice Note or advice or intimation of Allotment sent to each successful Applicant
who has been or is to be Allotted the Equity Shares after approval of the
Basis of Allotment by the Designated Stock Exchange
Allottee(s) A successful Applicants to whom the Equity Shares are being Allotted
Applicant Any prospective investor who makes an application pursuant to the terms of
the Prospectus and the Application Form and unless otherwise stated or
implied, includes an ASBA Applicant
Application An indication to make an issue during the Issue Period by an Applicant,
pursuant to submission of Application Form, to subscribe for or purchase
our Equity Shares at the Issue Price including all revisions and modifications
thereto, to the extent permissible under the SEBI (ICDR) Regulations.
Application Amount The number of Equity Shares applied for and as indicated in the Application
Form multiplied by the price per Equity Share payable by the Applicants on
submission of the Application Form.
Application Supported by An application for subscribing to the Issue, along with an authorization to
Blocked Amount/ ASBA self-certified syndicate bank to block the application money in the specified
bank account maintained with such SCSB and will include amounts blocked
by RIIs using the UPI mechanism.
ASBA / Location(s) / Specified Locations at which ASBA Applications can be uploaded by the SCSBs,
Cities namely Mumbai, New Delhi, Chennai, Kolkata, Ahmedabad.
ASBA Account Account maintained with an SCSB and specified in the Application Form
which will be blocked by such SCSB or account of the RIIs blocked upon
acceptance of UPI Mandate request by RIIs using the UPI mechanism to the
extent of the appropriate Application Amount in relation to an Application
by an ASBA Applicant.
ASBA Applicants Any Applicant except Anchor Investor
ASBA Form/Application Form An application form (with or without UPI ID, as applicable), whether
physical or electronic, used by ASBA Applicants to submit Applications
which will be considered as the application for Allotment in terms of the
Prospectus
Banker to the Issue/ Refund The banks which are clearing members and registered with SEBI as Banker
Banker/ Public Issue Bank / to an Issue with whom the Public Issue Account and Refund Account will
Escrow collection bank be opened and in this case being [●]
Bankers to the Issue Agreement Banker to the Issue Agreement entered on [●] amongst our Company, Lead
/ Cash Escrow Agreement / Manager, the Registrar to the Issue and Public Issue Bank/ Banker to the
Escrow Agreement Issue for collection of the Application Amount on the terms and conditions
thereof.
Basis of Allotment The basis on which the Equity Shares will be allotted to successful
Applicants under the Issue, described in “Issue Procedure” on page 241 of
this Draft Prospectus
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Term Description
Broker Centers Broker centers notified by the Stock Exchanges, where the Applicants can
submit the Application Forms to a Registered Broker. The details of such
broker centers, along with the name and contact details of the Registered
Brokers, are available on the website of the National Stock Exchange of
India Limited on the following link- www.nseindia.com
CAN/ Confirmation of The note or advice or intimation sent to each successful Applicant indicating
Allocation Note the Equity Shares which will be Allotted, after approval of Basis of
Allotment by the Designated Stock Exchange.
Client ID Client identification number of the Applicant’s beneficiary account
Collecting Depository A depository participant as defined under the Depositories Act, 1996,
Participant registered with SEBI and who is eligible to procure applications at the
Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 issued by
SEBI issued by SEBI
Collecting Registrar and Share Registrar to an issue and share transfer agents registered with SEBI and
Transfer Agent eligible to procure Applications at the Designated RTA Locations in terms
of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
issued by SEBI
Collection Centers Centers at which the Designated intermediaries shall accept the Application
Forms, being the Designated SCSB Branch for SCSBs, specified locations
for syndicate, broker center for registered brokers, designated RTA
Locations for RTAs and designated CDP locations for CDPs
Controlling Branches of the Such branches of the SCSBs which coordinate with the Lead Manager, the
SCSBs Registrar to the Issue and the Stock Exchange and a list of which is available
at www.sebi.gov.in or at such other website as may be prescribed by SEBI
from time to time
Demographic Details The details of the Applicants including the Applicants address, names of the
Applicants father/husband, investor status, occupations and bank account
details
Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and
Participants) Regulations, 1996
Depository Participant / DP A depository participant as defined under the Depositories Act.
Designated CDP Locations Such centers of the CDPs where Applicants can submit the Application
Forms. The details of such Designated CDP Locations, along with names
and contact details of the Collecting Depository Participants eligible to
accept Application Forms are available on the website of the Stock
Exchange (www.nseindia.com) and updated from time to time
Designated Date The date on which the Collection Banks transferred funds from the public
issue accounts, and the SCSBs issue instructions for transfer of funds from
the ASBA Accounts including the accounts linked with UPI ID, to the Public
Issue Account or the Refund Account, as appropriate, in terms of the
Prospectus.
Designated Intermediaries / An SCSB with whom the bank account to be blocked, is maintained, a
Collecting Agent syndicate member (or sub-syndicate member), a Registered Broker,
Designated CDP Locations for CDP, a Registrar to an Issue and Share
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Term Description
Transfer Agent (RTA) (whose names are mentioned on website of the stock
exchange as eligible for this activity).
Designated RTA Locations Such locations of the RTAs where Applicants can submit the Application
Forms to RTAs. The details of such Designated RTA Locations, along with
names and contact details of the RTAs eligible to accept Application Forms
are available on the website of the Stock Exchange (www.nseindia.com)
Designated SCSB Branches Such branches of the SCSBs which shall collect the Application Forms, a
list of which is available on the website of SEBI at (www.sebi.gov.in) or at
such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange/ National Stock Exchange of India Limited.
Stock Exchange
Draft Prospectus / DP This Draft Prospectus dated October 21, 2019, filed with Emerge Platform
of National Stock Exchange of India Limited.
Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an
Issue or invitation under the Issue and in relation to whom the Prospectus
constitutes an invitation to subscribe to the Equity Shares offered herein
Equity Shares or Ordinary The ordinary shares of our Company having a face value of Rs. 10/-, unless
Shares otherwise specified in the context thereof
FII/Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors Investors) Regulations, 1995, as amended) registered with SEBI under
applicable laws in India
First Applicant/ Applicant Applicant whose name shall be mentioned in the Application Form or the
Revision Form and in case of joint applications, whose name shall also
appear as the first holder of the beneficiary account held in joint names
First Applicant/ Applicant Applicant whose name shall be mentioned in the Application Form or the
Revision Form and in case of joint application, whose name shall also appear
as the first holder of the beneficiary account held in joint names
Fresh Issue Fresh issue of 42,30,000 Equity Shares aggregating to Rs. 2157.30 lakhs
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section
12 of the Fugitive Economic Offenders Act, 2018.
General Information Document The General Information Document for investing in public issues prepared
and issued in accordance with the circulars (CIR/CFD/DIL/12/2013) dated
October 23, 2013, notified by SEBI and updated pursuant to the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 notified
by the SEBI. and included in “Issue Procedure” on page 241 of this Draft
Prospectus
Non- Institutional Portion The portion of the Issue being not more than 50% of the Net Issue consisting
of upto 20,80,000 Equity Shares, available for allocation to Non-
Institutional Applicants, on a proportionate basis.
Issue / Issue Size/ Public Issue Initial public issue of 42,30,000 equity shares of face value of Rs. 10/- each
of the Company for cash at a price of Rs. 51/- per equity share (including a
premium of Rs. 41/- per equity share) aggregating upto Rs. 2157.30 lakhs
comprises a reservation of upto 2,12,000 Equity Shares aggregating upto Rs.
108.12 lakhs for market maker (“the market maker reservation portion”).
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Term Description
The Issue and the Net Issue constituted 26.34 % and 25.02 % of the post-
issue paid-up Equity Share capital of our Company, respectively.
Issue Agreement The agreement dated October 17, 2019 between our Company and the Lead
Manager, pursuant to which certain arrangements are agreed to in relation to
the Issue.
Issue Closing Date The date after which Designated Intermediary will not accept any
Application for this issue, which shall be the date notified in an English
national newspaper, Hindi national newspaper and a regional newspaper
each with wide circulation as required under the SEBI (ICDR) Regulations.
In this case being [●].
Issue Opening Date The date on which the Designated Intermediary shall start accepting
Application for this Issue, which shall be the date notified in an English
national newspaper, Hindi national newspaper and a regional newspaper
each with wide circulation as required under the SEBI (ICDR) Regulations.
In this case being [●].
Issue Period The period between the Issue Opening Date and the Issue Closing Date,
inclusive of both days, during which Applicants can submit their
Applications, including any revisions thereof.
Issue Price The Price at which the Equity Shares are being issued by our Company under
this Draft Prospectus being Rs. 51/- per equity share.
Issue Proceeds The proceeds of the Issue. For further information about use of the Issue
Proceeds refer to the chapter titled “Objects of the Issue” beginning on page
85 of this Draft Prospectus.
Lead Manager/ LM Lead Manager to the Issue in this case being Pantomath Capital Advisors
Private Limited, SEBI Registered Category I Merchant Banker.
Listing Agreement Unless the context specifies otherwise, this means the Listing Agreement to
be signed between our Company and the National Stock Exchange of India
Limited.
Lot size Lot size 2,000 Equity Shares and in multiples of 2,000 Equity Shares thereof
Mandate Request Mandate request means a request initiated on the RII by sponsor bank to
authorize blocking of funds equivalent to application amount and subsequent
debit of funds in case of allotment.
Market Maker Market Maker appointed by our Company from time to time, in this case
being Pantomath Stock Brokers Private Limited who has agreed to receive
or deliver the specified securities in the market making process for a period
of three years from the date of listing of our Equity Shares or for any other
period as may be notified by SEBI from time to time
Market Maker Reservation 2,12,000 Equity Shares of Rs. 10/- each at Rs. 51/- per Equity Share
Portion aggregating to Rs. 108.12 Lakhs reserved for subscription by the Market
Maker
Market Making Agreement Market Making Agreement dated October 17, 2019 between our Company,
Lead Manager and Market Maker
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId=40 or such other website as may be updated from time to time,
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Term Description
which may be used by RIBs to submit Applications using the UPI
Mechanism.
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time
National Payments NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization
Corporation of India (NPCI) for all retail payments in India. It has been set up with the guidance and
support of the Reserve Bank of India (RBI) and Indian Banks Association
(IBA).
Net Issue The Issue less the Market Maker reservation portion.
Net Proceeds Proceeds from the Fresh Issue after deduction of Issue expenses.
NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of Government of India published in the Gazette of
India
Non Resident A person resident outside India, as defined under FEMA Regulations
Non-Institutional Investors / All Applicants, including Category III FPIs that are not QIBs or Retail
NIIs Individual Investors, who have apply for Equity Shares for an amount of
more than Rs. 2,00,000/- but not including NRIs other than Eligible NRIs
Non-Resident Indian/ NRI A person resident outside India, who is a citizen of India or a Person of
Indian Origin as defined under FEMA Regulations, as amended
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs, including overseas trusts in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly as defined under the Foreign Exchange Management
(Deposit) Regulations, 2000, as amended from time to time. OCBs are not
allowed to invest in this Issue
Payment through electronic Payment through NECS, NEFT or Direct Credit, as applicable
transfer of funds
Person/ Persons Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company,
partnership, limited liability company, joint venture, or trust or any other
entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires
Prospectus The Prospectus to be filed with RoC on or after Pricing Date in accordance
with Section 26 of the Companies Act, 2013, and the SEBI ICDR
Regulations containing inter alia, the Issue Price, the size of the Issue and
certain other information
Public Issue Account(s) The account to be opened with the Banker to the Issue under Section 40 of
the Companies Act, 2013 to receive monies from the ASBA Accounts and
from the Escrow Accounts.
Refund Account Account to which Application monies to be refunded to the Applicants in
case of failure of the Issue
Refund Bank(s)/Refund The Bankers to the Issue with whom the Refund Accounts will be opened,
Banker(s) in this case being [●].
Refund through electronic Refunds through NECS, direct credit, RTGS or NEFT, as applicable
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Term Description
transfer of funds
Registered Brokers Individuals or companies registered with SEBI as “Trading Members” who
hold valid membership of NSE having right to trade in stocks listed on Stock
Exchanges, through which investors can buy or sell securities listed on stock
exchanges, a list of which is available on www.nseindia.com
Registrar Agreement The Agreement between the Registrar to the Issue and the Issuer Company
dated October 17, 2019 in relation to the responsibilities and obligations of
the Registrar to the Issue pertaining to the Issue
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to
Agents or RTAs procure Applications at the Designated RTA Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 issued by
SEBI issued by SEBI
Registrar/ Registrar to the Issue/ Registrar/ Registrar to the Issue, in this case being Link Intime India Private
RTI Limited.
Restated Financial Information Restated consolidated financial statements of assets and liabilities as at
March 31, 2019 and for period ended June 30, 2019 and Restated
consolidated statement of profit and loss and cash flows at and for each of
the year ended March 31, 2019 and for period ended on June 30, 2019
together with the annexures and notes thereto prepared in terms of the
requirements of the Companies Act, 2013, as amended read with SEBI
ICDR Regulations as amended from time to time.
Restated standalone financial statements of assets and liabilities as at March
31, 2019, 2018 & 2017 and for period ended June 30, 2019 and Restated
standalone statement of profit and loss and cash flows at and for each of the
years ended March 31, 2019, 2018 & 2017 and for period ended on June 30,
2019 together with the annexures and notes thereto prepared in terms of the
requirements of the Companies Act, 2013, as amended read with SEBI
ICDR Regulations as amended from time to time.
Retail Individual Applicants / Individual Applicants, submitting Applications, who have Application for
RIBs / Retail Individual Equity Shares for an amount not more than Rs. 200,000 in any of the
Investors/ RIIs applying options in the Net Issue (including HUFs applying through their
Karta and Eligible NRIs and does not include NRIs other than Eligible
NRIs).
Retail Portion The portion of the Issue being not less than 50% of the Net Issue, consisting
of 20,10,000 Equity Shares, available for allocation to Retail Individual
Applicants.
Revision Form The form used by the Applicants to modify the quantity of Equity Shares or
the Application Amount in any of their Application Forms or any previous
Revision Form(s), as applicable. QIBs and Non-Institutional Investors are
not allowed to withdraw or lower their Applications (in terms of quantity of
Equity Shares or the Application Amount) at any stage.
SEBI (Foreign Portfolio Securities and Exchange Board of India (Foreign Portfolio Investor)
Investor) Regulations Regulations, 2014
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time
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Term Description
Securities Law The Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996
and the rules and regulations made thereunder and the general or special
orders, guidelines or circulars made or issued by the Board thereunder and
the provisions of the Companies Act, 2013 or any previous company law
and any subordinate legislation framed thereunder, which are administered
by the Board
Self-Certified Syndicate Banks registered with SEBI, offering services in relation to ASBA, a list of
Banks/SCSB’s/SCSB which is available on the website of SEBI at (www.sebi.gov.in) and updated
from time to time and at such other websites as may be prescribed by SEBI
from time to time
SME Exchange Emerge Platform of National Stock Exchange of India Limited
Specified Locations Collection centers where the SCSBs shall accept application form, a list of
which is available on the website of the SEBI (www.sebi.gov.in) and
updated from time to time
Specified Securities The equity shares Offered through this Draft Prospectus/ Prospectus
Sponsor Bank Sponsor Bank means a Banker to the Issue registered with SEBI which is
appointed by the Issuer to act as a conduit between the Stock Exchanges and
NPCI (National in order to push the mandate collect requests and / or
payment instructions of the retail investors into the UPI.
Transaction Registration The slip or document issued by the Syndicate or SCSB (only on demand), to
Slip/TRS the Applicant as proof of registration of the Application
Underwriter Pantomath Capital Advisors Private Limited
Underwriting Agreement The agreement dated October 17, 2019 entered into between the
Underwriters, our Company.
Unified Payments Interface UPI is an instant payment system developed by the NPCI. It enables merging
(UPI) several banking features, seamless fund routing & merchant payments into
one hood. UPI allows instant transfer of money between any two persons’
bank accounts using a payment address which uniquely identifies a person's
bank a/c.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile
payment system developed by the National Payments Corporation of India
(NPCI).
UPI ID Linked bank Account of the RIIs, Applying in the Issue using the UPI mechanism, which
account will be blocked upon acceptance of UPI Mandate request by RIIs to the
extent of the appropriate Application Amount and subsequent debit of funds
in case of Allotment.
UPI Mandate Request Mandate request means a request initiated on the RII by sponsor bank to
authorize blocking of funds equivalent to application amount and subsequent
debit of funds in case of allotment.
UPI Mechanism The mechanism using UPI that may be used by an RII to make an
Application in the Issue in accordance with SEBI Circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018
UPI PIN Password to authenticate UPI transaction
Wilful defaulter A wilful defaulter, as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations, means a person who or which is categorized as a wilful
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Term Description
defaulter by any bank or financial institution (as defined under Companies
Act, 2013) or consortium thereof, in accordance with the guideline on wilful
defaulter issued by the RBI.
Working Day(s) In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations,
working days means, all days on which commercial banks in the city as
specified in the Draft Prospectus are open for business
1. However, in respect of announcement of price band and application/
Issue period, working day shall mean all days, excluding Saturdays,
Sundays and public holidays, on which commercial banks in the city as
notified in the Draft Prospectus are open for business
2. In respect to the time period between the application/ Issue closing date
and the listing of the specified securities on the stock exchanges,
working day shall mean all trading days of the stock exchanges,
excluding Sundays and bank holidays in accordance with circular issued
by SEBI.
Term Description
AUTFS Amended Technology Upgradation Fund Scheme
CAD Current Account Deficit
CCEA Cabinet Committee on Economic Affairs
CP Continuous Polymerisation
CPI Consumer Prices Index
DGFT Directorate General of Foreign Trade
EMDEs Emerging Market and Developing Economies
FDI Foreign Direct Investment
GAV Gross Value Added
GDP Gross Domestic Product
IIP Index of Industrial Production
IWDP Integrated Wool Development Programme
MEIS Merchandise Exports from India Scheme
NBFC Non-Banking Financial Companies
NEER Nominal Effective Exchange Rate
PMP Phased Manufacturing Programme
PPP Purchasing Power Parity
TUFS Technology Up-gradation Fund Scheme
USDA’s U.S. Department of Agriculture’s
WEO World Economic Outlook
WPI Wholesale Price Index
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CONVENTIONAL AND GENERAL TERMS AND ABBREVIATIONS
Term Description
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under
SEBI AIF Regulations
Air Act The Air (Prevention and Control of Pollution) Act, 1981
AoA Articles of Association
Accounting Standards as issued by the Institute of Chartered Accountants of
AS
India
ASBA Applications Supported by Blocked Amount
Associate A person who is an associate of the issuer and as defined under the
Companies Act, 2013
Authorized Dealers Authorized Dealers registered with RBI under the Foreign Exchange
Management (Foreign Currency Accounts) Regulations, 2000
AY Assessment Year
BG/ LC Bank Guarantee / Letter of Credit
Bn Billion
CAGR Compounded Annual Growth Rate
Category I Foreign Portfolio FPIs registered as Category I Foreign Portfolio Investors under the SEBI FPI
Investor(s) Regulations.
Category II Foreign Portfolio An FPI registered as a Category II Foreign Portfolio Investor under the SEBI
Investor(s) FPI Regulations
Category III Foreign Portfolio FPIs registered as category III FPIs under the SEBI FPI Regulations, which
Investor(s) shall include all other FPIs not eligible under category I and II foreign
portfolio investors, such as endowments, charitable societies, charitable
trusts, foundations, corporate bodies, trusts, individuals and family offices.
CC Cash Credit
CCI The Competition Commission of India
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CGST Central GST
CIN Corporate Identification Number
CIT Commissioner of Income Tax
Companies Act Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon notification of the Notified Sections) and the
Companies Act, 2013, to the extent in force pursuant to the notification of
the Notified Sections, read with the rules, regulations, clarifications and
modifications thereunder
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Term Description
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon notification of the Notified Sections)
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of
the Notified Sections, read with the rules, regulations, clarifications and
modifications thereunder
Consolidated FDI Policy The current consolidated FDI Policy, effective from August 28, 2017, issued
by the Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India, and any modifications thereto
or substitutions thereof, issued from time to time
CMP Current Market Price
Contract Act The Indian Contract Act, 1872
COPRA The Consumer Protection Act, 1986
CSR Corporate Social Responsibility
CST Central Sales Tax
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, GoI
DP Depository Participant
DP ID Depository Participant’s identity number
DTC Direct Tax Code, 2013
EBITDA Revenue from operations (net) less total expenses (expenses other than
finance cost, and depreciation and amortization).
EBITDA Margin EBITDA divided by revenue from operations (net).
ECS Electronic Clearing System
EGM Extraordinary General Meeting
Electricity Act The Electricity Act, 2003
EPA The Environment Protection Act, 1986
EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
EPS Earnings per share
ER Act The Equal Remuneration Act, 1976
ESI Act The Employees’ State Insurance Act, 1948
ESIC Employee State Insurance Corporation
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance
with the FEMA
FDI Foreign direct investment
Page 14 of 295
Term Description
FEMA The Foreign Exchange Management Act, 1999 read with rules and
regulations there under
FEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident Outside India) Regulations, 2017, as amended time to time
FI Financial Institutions
FII(s) Foreign Institutional Investors as defined under SEBI FPI Regulations
Financial Year / Fiscal Year / The period of 12 months commencing on April 1 of the immediately
FY preceding calendar year and ending on March 31 of that particular calendar
year
FIPB Foreign Investment Promotion Board
Foreign Portfolio Investor or A foreign portfolio investor, as defined under the SEBI FPI Regulations and
FPIs registered with SEBI under applicable laws in India.
Fugitive economic offender An individual who is declared a fugitive economic offender under section 12
of the Fugitive Economic Offenders Act, 2018
FV Face Value
FVCI Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with SEBI
GAAP Generally Accepted Accounting Principles
GIR Number General Index Registry Number
GoI/Government Government of India
Gratuity Act The Payment of Gratuity Act, 1972
GST Act The Central Goods and Services Tax Act, 2017
Hazardous Wastes Rules Hazardous Wastes (Management, Handling and Trans boundary Movement)
Rules, 2008
HNI High Net worth Individual
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICDR/ ICDR Regulations/ The Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR/ SEBIs (ICDR) Requirements) Regulations, 2018, as amended, including instructions and
Regulations clarifications issued by SEBI from time to time
ICSI The Institute of Company Secretaries of India
ID Act The Industrial Disputes Act, 1947
IDRA The Industrial (Development and Regulation) Act, 1951
IE Act The Indian Easements Act, 1882
IEM Industrial Entrepreneurs Memorandum
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Page 15 of 295
Term Description
IGST Integrated GST
Indian GAAP Generally Accepted Accounting Principles in India
INR or Rupee or Rs. or Rs. Indian Rupee, the official currency of the Republic of India
Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended.
IPO Initial Public Offering
IT Act Income Tax Act, 1961
KMP Key Managerial Personnel
LM Lead Manager
Ltd. Limited
M. A Master of Arts
M. Com Master of Commerce
M.B.A Master of Business Administration
Maternity Benefit Act Maternity Benefit Act, 1961
MCA The Ministry of Corporate Affairs, GoI
MCI Ministry of Commerce and Industry, GoI
Mn Million
MoEF Ministry of Environment and Forests
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
MSME Micro, Small and Medium Enterprise
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996
MWA Minimum Wages Act, 1948
NA Not Applicable
NAV Net asset value
NBFC Non-Banking Finance Company
NI Act The Negotiable Instruments Act, 1881
No. Number
Noise Regulation Rules The Noise Pollution (Regulation & Control) Rules 2000
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA
and are currently in effect
NPV Net Present Value
NRE Account Non-Resident External Account established and operated in accordance with
the FEMA
NRO Account Non-Resident Ordinary Account established and operated in accordance with
the FEMA
Page 16 of 295
Term Description
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
p.a. Per Annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after Tax
PBT Profit Before Tax
Pcs Pieces
PIL Public Interest Litigation
POB Act Payment of Bonus Act, 1965
Public Liability Act/PLI Act The Public Liability Insurance Act, 1991
Pvt./(P) Private
QFI(s) Qualified Foreign Investor(s) as defined under the SEBI FPI Regulations
QIB Qualified Institutional Buyer
R&D Research & Development
RBI The Reserve Bank of India
Registration Act The Indian Registration Act, 1908
RoC or Registrar of Companies The Registrar of Companies
ROE Return on Equity
RONW Return on Net Worth
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act, 1933
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI (LODR) Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, including instructions and
clarifications issued by SEBI from time to time
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternate Investment Funds)
Regulations, 2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
Page 17 of 295
Term Description
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014.
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended from time to time.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996 as amended from time to time.
SGST State GST
SHWW/SHWW Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
SICA Sick Industrial Companies (Special Provisions) Act, 1985
SME Small and Medium Enterprise
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TIN Taxpayers Identification Number
TM Act The Trademarks Act, 1999
TRS Transaction Registration Slip
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
U.S. Securities Act The United States Securities Act, 1933
u/s Under Section
UIN Unique Identification Number
UPI Unified Payments Interface
US$ or USD or US Dollars United States Dollar, the official currency of the United States of America
USA or U.S. or US United States of America
VAT Value Added Tax
VCF/ Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and
Exchange Board of India (Venture Capital Funds) Regulations, 1996)
registered with SEBI under applicable laws in India.
w.e.f. With effect from
Wages Act Payment of Wages Act, 1936
Water Act The Water (Prevention and Control of Pollution) Act, 1974
WCA The Workmen’s Compensation Act, 1923
WDV Written Down Value
WTD Whole-time Director
YoY Year over year
Page 18 of 295
ii. In the section titled “Financial Information” beginning on page 192 of this Draft Prospectus, defined
terms shall have the meaning given to such terms in that section;
iii. In the section titled “Risk Factor” beginning on page 35 of this Draft Prospectus, defined terms shall
have the meaning given to such terms in that section;
iv. In the chapter titled “Statement of Possible Tax Benefits” beginning on page 97 of this Draft
Prospectus, defined terms shall have the meaning given to such terms in that chapter; and
In the chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 194 of this Draft Prospectus, defined terms shall have the meaning
given to such terms in that chapter.
Page 19 of 295
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to “India” are to the Republic of India and all references to the “Government” are to the
Government of India.
FINANCIAL DATA
Unless stated otherwise, the financial data included in this Draft Prospectus are extracted from the restated
financial statements of our Company, prepared in accordance with the applicable provisions of the Companies
Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer
Reviewed Auditors, set out in the section titled ‘Financial Information beginning on page 192 of this Draft
Prospectus. Our restated financial statements are derived from our audited financial statements prepared in
accordance with Indian GAAP and the Companies Act, and have been restated in accordance with the SEBI
(ICDR) Regulations.
Our fiscal year commences on April 1st of each year and ends on March 31st of the next year. All references to
a particular fiscal year are to the 12 month period ended March 31st of that year. In this Draft Prospectus, any
discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. All
decimals have been rounded off to two decimal points.
There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted
to quantify their impact on the financial data included herein and urges you to consult your own advisors
regarding such differences and their impact on the Company’s financial data. Accordingly to what extent, the
financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent
on the reader’s level of familiarity with Indian accounting practices / Indian GAAP. Any reliance by persons
not familiar with Indian Accounting Practices on the financial disclosures presented in this Draft Prospectus
should accordingly be limited.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Prospectus unless
otherwise indicated, have been calculated on the basis of the Company’s restated financial statements prepared
in accordance with the applicable provisions of the Companies Act, Indian GAAP and restated in accordance
with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditor, set out in the section titled
‘Financial Information” beginning on page 192 of this Draft Prospectus.
CURRENCY OF PRESENTATION
In this Draft Prospectus, references to “Rupees” or “Rs.” or “INR” or ”₹” are to Indian Rupees, the official
currency of the Republic of India. All references to “$”, “US$”, “USD”, “U.S. $”or “U.S. Dollars” are to United
States Dollars, the official currency of the United States of America.
All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten lakhs’,
the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and ‘billion / bn./
Billions’ means ‘one hundred crores’.
INDUSTRY & MARKET DATA
Unless otherwise stated, Industry & Market data used throughout this Draft Prospectus has been obtained from
publically available information and Industry publications inter alia Planning Commission of India, Economic
Survey, Industry Chambers and Associations etc. Industry publications generally state that the information
contained in those publications has been obtained from sources believed to be reliable but their accuracy and
completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data
used in this Draft Prospectus is reliable, it has not been independently verified. Similarly, internal Company
reports, while believed by us to be reliable, have not been verified by any independent sources.
Further the extent to which the market and industry data presented in this Draft Prospectus is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.
There are no standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions may vary widely among different industry sources.
Page 20 of 295
FORWARD LOOKING STATEMENT
This Draft Prospectus contains certain “forward-looking statements”. These forward looking statements can
generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”,
“intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or phrases
of similar meaning. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us
that could cause actual results and property valuations to differ materially from those contemplated by the
relevant forward looking statement.
Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to the following:-
General economic and business conditions in the markets in which we operate and in the local, regional, national
and international economies;
Changes in laws and regulations relating to the sectors/areas in which we operate;
Increased competition in industry which we operate;
Factors affecting the industry in which we operate;
Our ability to meet our capital expenditure requirements;
Fluctuations in operating costs;
Our ability to attract and retain qualified personnel;
Changes in political and social conditions in India, the monetary and interest rate policies of India and other
countries;
Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
The performance of the financial markets in India and globally;
Any adverse outcome in the legal proceedings in which we are involved;
Our failure to keep pace with rapid changes in technology;
The occurrence of natural disasters or calamities;
Other factors beyond our control;
Our ability to manage risks that arise from these factors;
Conflict of Interest with affiliated companies, the promoter group and other related parties; and
Changes in government policies and regulatory actions that apply to or affect our business.
For a further discussion of factors that could cause our actual results to differ, refer to section titled “Risk
Factors” and chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 35 and 194 respectively of this Draft Prospectus. By their nature, certain market
risk disclosures are only estimates and could be materially different from what actually occurs in the future. As
a result, actual future gains or losses could materially differ from those that have been estimated.
Future looking statements speak only as of the date of this Draft Prospectus. Neither we, our Directors, Lead
Manager, Underwriters nor any of their respective affiliates have any obligation to update or otherwise revise
any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying
events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the
LM and our Company will ensure that investors in India are informed of material developments until the grant
of listing and trading permission by the Stock Exchange.
Page 21 of 295
SECTION II – OFFER DOCUMENT SUMMARY
OVERVIEW OF INDUSTRY
Production of castor oil has played a very crucial role in the cosmetic and chemical industry. Key players of
castor oil market are anticipating strong performance. Manufacturers are entering new markets through the
acquisition of major regional players of castor oil, in order to enhance their product offerings and manufacturing
facilities. Companies are investing significantly in research & development to gain competitive advantage.
Cotton plays an important role in the Indian economy as the country's textile industry is predominantly cotton
based. India is one of the largest producers as well as exporters of cotton yarn. The textile industry is also
expected to reach US$ 223 billion by the year 2021. Cotton yarn and fabrics exports accounts for about 23 per
cent of India’s total textiles and apparel exports
For further details please see the chapter titled “Our Industry” beginning on page 100 of this Draft Prospectus.
OVERVIEW OF BUSINESS
We are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage Grade (F.S.G.),
Castor De Oiled Cake and High Protein Castor De Oiled Cake for the domestic market as well as for exports to
international markets. We have also diversified our business operations into manufacturing of Cotton Bales
(Lint Cotton) and Delineate Cotton Seeds. Company has one cotton processing unit at Harij, Gujarat and two
well-equipped Castor processing units at Harij and Palanpur, Gujarat respectively for undertaking
manufacturing operations of abovementioned two product segments. We are also engaged in the trading of
Castor Seeds and Raw Cotton.
For, further details regarding risk involved in Business of the Company and risk in relation to the Issue, refer
to chapter titled “Risk Factor” and “Our Business” beginning on page 35 and 121 of this Draft Prospectus.
PROMOTERS OF OUR COMPANY
Vipin Prakash Mangal, Chanakya Prakash Mangal and Chandragupt Prakash Mangal are the Promoters of our
Company.
DETAILS OF THE ISSUE
Initial Public Offer consisiting of fresh issue of upto 42,30,000 equity shares of face value of Rs. 10/- each fully
paid of Mangalam Global Enterprise Limited (“the issuer” or “our company”) for cash at a price of Rs. 51/- per
equity share (including a share premium of Rs. 41/- per equity share) (the “issue price”) aggregating upto Rs.
2157.30/- lakhs (the“issue”) of which 2,12,000 equity shares of face value Rs. 10/- each for cash at a price of
Rs. 51/- per equity share, aggregating Rs. 108.12/- 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 40,18,000 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 51/- per equity share is
hereinafter referred to as the “Net Issue”. The issue and the net issue will constitute 26.34 % and 25.02 %,
respectively of the fully diluted post issue paid up equity share capital of our company.
OBJECTS OF THE ISSUE
Our Company intends to utilize the Net Proceeds of the Issue (Issue proceeds less the issue expenses) towards
the following Objects:
(Rs. in lakhs)
Page 22 of 295
Our Promoter and Promoter Group are collectively holding 1,13,98,790 equity shares of our Company
aggregating to 96.38% of the pre-issue paid-up share capital of our Company. Following are the details of
shareholding of Promoters and promoter group:
Pre-Issue
S. No. Name of Shareholder No. of Equity % of Pre-Issue
Shares Capital
Promoters
Promoter-Group
Particulars June 30, 2019 March 31, March 31, March 31,
2019 2018 2017
Share Capital 232.55 232.55 54.50 4.50
Net Worth 3,348.22 3,242.83 534.52 8.62
Revenue* 14,570.98 32,949.72 2,689.36 268.51
Profit after tax 105.39 216.98 25.89 9.41
Earnings per share (in Rs.) 0.91 2.20 0.28 0.10
Net asset value per share (in Rs.) 28.80 27.89 5.43 0.09
Page 23 of 295
Particulars June 30, 2019 March 31, March 31, March 31,
2019 2018 2017
Total borrowings (as per balance 5,306.80 1,116.16 238.56 619.65
sheet)**
Page 24 of 295
By Group
Nil Nil Nil Nil Nil
Companies
Against Group
Nil Nil 3 1 174.32
Companies
By the
Nil Nil Nil Nil Nil
Subsidiaries
Against the
Nil Nil Nil Nil Nil
Subsidiaries
For further details in relation to legal proceedings involving our Company, Promoters, Directors, Subsidiary
Companies, Group Companies please refer the chapter titled ― “Outstanding Litigations and Material
Developments” on page 216 of this Draft Prospectus.
RISK FACTORS
Please see the chapter “Risk factors” beginning on page 35 of this Draft Prospectus.
SUMMARY OF RELATED PARTY TRANSACTION
Following are the summary detail of the related party transactions of the Company as per the Restated
Consolidated Financial Information for the period ended on June 30, 2019 and as at and for Financial Year
ended on March 31, 2019, 2018 and 2017 and the details as per the Restated Standalone Financial Information
for the period ended on June 30, 2019:
a. Based on Restated Standalone Financial
(Rs. In Lakhs)
Amount Amount
Amount Amount Amount Amount Amount Amount
debited credited
Name of Nature of debited credited debited credited debited credited
upto upto
Party Transaction in 2018- in 2018- in 2017- in 2017- in 2016- in 2016-
30.06.20 30.06.20
19 19 18 18 17 17
19 19
Foreign
travelling - - - - - - 0.49 0.49
exps
Interest on
- 14.16 - - - - - -
Borrowing
Page 25 of 295
Amount Amount
Amount Amount Amount Amount Amount Amount
debited credited
Name of Nature of debited credited debited credited debited credited
upto upto
Party Transaction in 2018- in 2018- in 2017- in 2017- in 2016- in 2016-
30.06.20 30.06.20
19 19 18 18 17 17
19 19
Sanjay
Prakash Salary - 0.99 - - - - - -
Mangal
Interest on
- 0.67 - - - - - -
Borrowing
foreign
travelling - - - - - - 1.09 1.09
exps
Interest on
- 0.08 - - - - - -
Borrowing
Chanakya
Prakash
loan 7.00 10.00 665.63 556.05 179.67 67.50 - 98.00
Mangal
foreign
travelling - - - - - - 0.25 0.25
exps
Salary - 2.31 - - - - - -
foreign
Chandragup
travelling - - - - - - 0.25 0.25
t Prakash
exps
Mangal
Interest on
- 0.12 - - - - - -
Borrowing
Page 26 of 295
Amount Amount
Amount Amount Amount Amount Amount Amount
debited credited
Name of Nature of debited credited debited credited debited credited
upto upto
Party Transaction in 2018- in 2018- in 2017- in 2017- in 2016- in 2016-
30.06.20 30.06.20
19 19 18 18 17 17
19 19
Consultancy
6.50 6.50 10.25 10.25 - - - -
Fees
Reimbursem
- - - - - - 0.02 0.02
Mangalam ent Expense
Worldwide
Private Share Issue - - 645.00 645.00 - - - -
Limited
Sales (Rent) - - 1.30 1.30 - - - -
Advances for
- - 868.43 868.43 - - - -
Goods
Interest on
- 4.25 23.40 25.76 - - - -
advance
Shanker
Global Pvt. - - - - - - - 49.00
Ltd.
Shirshak Reimbursem
0.03 0.03 - - - - - -
Exim LLP ent Expense
Page 27 of 295
Amount Amount
Amount Amount Amount Amount Amount Amount
debited credited
Name of Nature of debited credited debited credited debited credited
upto upto
Party Transaction in 2018- in 2018- in 2017- in 2017- in 2016- in 2016-
30.06.20 30.06.20
19 19 18 18 17 17
19 19
Purchase of
- - 1.83 1.83 - - - -
ECS fixed asset
Environmen
t Private Rent Income - - 0.61 0.55 - - - -
Limited
Sales - 23.06 125.54 9.00 - - - -
Amount of
Amount of Amount of Amount of
Transaction
Nature of Nature of Transaction Transaction Transaction
Name of Party credited
Relation Transaction debited upto debited in credited in
upto
30.06.2019 2018-19 2018-19
30.06.2019
Foreign
- - - -
Travelling Exps.
Page 28 of 295
Amount of
Amount of Amount of Amount of
Transaction
Nature of Nature of Transaction Transaction Transaction
Name of Party credited
Relation Transaction debited upto debited in credited in
upto
30.06.2019 2018-19 2018-19
30.06.2019
Sanjay Prakash
Mangal Relative of
Salary - 0.99 - -
Promoter
(Holding Co.)
Interest on
- 0.67 - -
Borrowing
Foreign
- - - -
Travelling Exps.
Interest on
Chankya Prakash - 0.08 - -
Borrowing
Mangal Promoter
(Holding Co.) loan 7.00 10.00 665.63 556.05
Foreign
- - - -
Travelling Exps.
Salary - 2.31 - -
Foreign
- - - -
Travelling Exps.
Chandragupt Interest on
Prakash Mangal - 0.12 - -
Promoter Borrowing
(Holding Co.)
loan - 13.00 507.12 451.00
Page 29 of 295
Reimbursement
Mangalam - - - -
Expense
Worldwide Private Associate
Limited Company Share Issue - - 645.00 645.00
(Holding Co.)
Sales (Rent) - - 1.30 1.30
Rent Expenses
Hind Prakash Castor
Derivatives Pvt Ltd Subsidiary
Rent Income 32.40 33.17 0.57 0.57
Company
(Holding Co.)
Loans and
32.80 190.00 404.50 238.00
Advance
Interest on
3.83 - 3.81 -
advance
Purchase - - - -
Hindprakash Sales - - - -
Tradelink Private Associate
Limited Company Interest on
- 0.87 6.92 6.92
(Holding Co.) Borrowing
Reimbursement
Shirshak Exim LLP 0.03 0.03 - -
Associate Expense
(Holding Co.) Company
Purchase - - 272.03 272.03
Associate
Ecofine Colourchem Loans - - 8.10 -
Company
Private Limited
(Holding Co.) Associate Interest on
- - 0.50 -
Company advance
Purchase of fixed
- - 1.83 1.83
ECS Environment asset
Private Limited Associate
Company Rent Income - - 0.61 0.55
(Holding Co.)
Sales - 23.06 125.54 9.00
Page 30 of 295
Share issue - - 0.50 0.50
Fixed Asset
Shankarlal Rajgor - - 15.50 15.50
Relative of Purchase
(Subsidiary Co.) Director
Loan - - - 15.50
Page 31 of 295
Fixed Asset
- - 52.56 52.56
Purchase
Fixed Asset
- - 46.74 46.74
Anilkumar Vasudev Purchase
Rajgor Relative of
Director Share issue - - 17.00 17.00
(Subsidiary Co.)
salary - - 2.00 2.00
Page 32 of 295
Based on Restated Standalone Financial Information:
(Rs.in lakhs)
Particulars For the Year ended on
June 30, 2019 March 31, March 31, March 31,
2019 2018 2017
Bank guarantees / Letter of Credit 791.39 2,756.90 - -
Total 791.39 2,756.90 - -
Name of promoter No. of Shares held Average Cost of Acquisition (In Rs.)
Page 33 of 295
DETAILS OF PRE-IPO PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Draft
Prospectus till the listing of the Equity Shares.
EQUITY SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH IN LAST ONE YEAR
Except as mentioned below, we have not issued any Equity Shares for consideration other than cash during last
one year from the date of this Draft Prospectus:
Date of Issue
No. of Equity Face Value Price Reasons for Benefits accrued to
Allotment / Fully
Shares allotted (in Rs.) allotment our Company
Paid - up (in Rs.)
Conversion of
March 31, 2019 13,37,593 10 140 Right Issue
Unsecured Loan
September 03, Capitalization of
93,01,928 10 Nil Bonus Issue
2019 reserves
For further details please see the chapter titled “Capital Structure” beginning on page 67 of this Draft
Prospectus.
SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has not undertaken any split or consolidation of Equity Shares during the last one year from the
date of this Draft Prospectus.
Page 34 of 295
SECTION III – RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Draft Prospectus, including the risks and uncertainties described below, before making an investment in
our Equity Shares. In making an investment decision, prospective investors must rely on their own examination
of our Company and the terms of this Issue including the merits and risks involved. Any potential investor in,
and subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India
by a legal and regulatory environment in which some material respects may be different from that which prevails
in other countries. The risks and uncertainties described in this Section are not the only risks and uncertainties
we currently face. Additional risks and uncertainties not known to us or that we currently deem immaterial may
also have an adverse effect on our business. If any of the following risks, or other risks that are not currently
known or are now deemed immaterial, actually occur, our business, results of operations and financial condition
could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment.
Additionally, our business operations could also be affected by additional factors that are not presently known
to us or that we currently consider as immaterial to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify
the financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial
information of our Company used in this Section is derived from our restated financial statements prepared in
accordance with Indian GAAP, the Companies Act and which have been restated in accordance with the SEBI
ICDR 2018 Regulations. To obtain a better understanding, you should read this Section in conjunction with the
chapters titled “Our Business” beginning on page 121, “Our Industry” beginning on page 100 and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page
194 respectively, of this Draft Prospectus as well as other financial information contained herein.
Materiality:
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality.
• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively; and
• Some events may not be material at present but may have material impact in future.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in
the risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and
hence the same has not been disclosed in such risk factors. Unless otherwise stated, we are not in a position to
specify or quantify the financial or other risks mentioned herein. For capitalized terms used but not defined in
this chapter, refer to the chapter titled “Definitions and Abbreviation” beginning on page 3 of this Draft
Prospectus. The numbering of the risk factors has been done to facilitate ease of reading and reference and does
not in any manner indicate the importance of one risk factor over another.
In this Draft Prospectus, any discrepancies in any between total and the sums of the amount listed are due to
rounding off.
The risk factors are classified as under for the sake of better clarity and increased understanding:
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Business Risk
Internal
Risk Factor Issue Related
Industry Related
External
Others
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Given the fragmented nature of the industry in which we operate, we often do not have complete
information about accurate government data regarding crop output, total sowing, total dealings etc. and
accordingly we may underestimate supply in the market. If we are unsuccessful in addressing such risks,
our business may be materially and adversely affected. Accordingly, investors should consider our business
and prospects in light of the risks, losses and challenges that we face as an early stage manufacturing
company and should not rely on our results of operations for any prior periods as an indication of our future
performance. For further details, see the section titled “Our History and Certain Corporate
Matters” and “Financial Statements as Restated” at page 151 and 192 respectively of this Draft
Prospectus.
4. We generally do business with our customers on purchase order basis and do not enter into long-
term contracts with most of them.
Our business is dependent on our continuing relationships with our customers. Our Company neither has
any long-term contract with any of customers nor has any marketing tie up for our products. Further, our
Company has not appointed any exclusive agents for handling its operations. Any change in the buying
pattern of our end users or disassociation of major customers can adversely affect the business of our
Company. The loss of or interruption of work by, a significant customer or a number of significant
customers or the inability to procure new orders on a regular basis or at all may have an adverse effect on
our revenues, cash flows and operations.
5. Our top 10 customers contribute majority of our revenues from operations. Any loss of business
from one or more of them may adversely affect our revenues and profitability.
Our top 10 and top 5 customers contributed 83.36 % and 68.09 % of our revenues for the period ended
June 30, 2019 based on restated financial statements respectively. Further, our top 10 and top 5 customers
contributed 86.49 % and 71.89 % of our revenues for the year ended March 31, 2019 based on restated
financial statements respectively. However, our top customers may vary from period to period depending
on the demand and thus the composition and revenue generated from these clients might change as we
continue to add new customers in normal course of business. Since our business is concentrated among
relatively few significant customers, we could experience a reduction in our results of operations, cash
flows and liquidity if we lose one or more of these customers or the amount of business we obtain from
them is reduced for any reason, including but not limited on account of any dispute or disqualification.
Accordingly, we cannot assure you that the customers which contribute to the major part of our revenue
stream will pay us the amounts due to us on time, or at all. In the event any of our significant customers
fail to fulfil their respective obligations, our business, financial condition and results of operations would
be adversely affected. While we believe we have maintained good and long term relationships with our
customers. However, there can be no assurance that we will continue to have such long term relationship
with them. We cannot assure that we shall generate the same quantum of business, or any business at all,
from these customers, and loss of business from one or more of them may adversely affect our revenues
and profitability.
6. Ours is a high volume-low margin business.
Ours is a high volume low margin business. Our financial operations are largely dependent on the volume
of the business we generate which will add to profits in absolute terms. We need to generate higher volume
in terms of quantity to increase our profitability to make our products commercially feasible. Our inability
to regularly grow our turnover and effectively execute our key business processes could lead to lower
profitability and hence adversely affect our operating results, debt service capabilities and financial
conditions. Due to the nature of the products we sell, we may not be able to charge higher margins on our
products. Hence, our business model is heavily reliant on our ability to effectively grow our turnover and
manage our key processes including but not limited to procurement of raw material/ traded goods, timely
sales / order execution and continuous cost control of non-core activities. For further details regarding the
discussions and explanations for our past results, please refer to the chapter titled –“Management’s
Discussions and Analysis of Financial Condition and Results of Operations” on page 194 of this Draft
Prospectus.
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7. Cotton is a highly flammable commodity. Any fire, or such mishaps or accidents at the Company’s
facilities could lead to property damages, property loss and accident claims.
Cotton being a highly flammable commodity, every stage from procurement, processing, storage and
transportation to trading is fraught with an imminent danger of an instant fire. The risk of fire hazard is
increased due to increased automation and use of large volume of air for material handling. Any spark
generated at these places can not only generate fire but also the same could propagate to other machines
through cotton conveying. Any fire, or such mishaps or accidents at the Company’s facilities could lead to
property damages, property loss and accident claims.
8. The raw materials and the finished products stored at our factory premises may be subject to
distortion and colour fading due to lapse of time.
The raw materials and the finished products of our Company are stored at the warehouse located in the
factory of our Company. Cotton is subject to change in colour simply through their own natural aging
process. In case the raw materials remained unused or the finished products remained unsold for a period
of time they may fade their colour which may render them useless or reduce their usefulness. In case of
any such incidence we may be required to either scrap the said product or we may be not be able to realize
proper price of the said products which could have an adverse effect on the profitability and production
schedule of the Company.
9. We require a number of approvals, NOCs, licenses, registrations and permits in the ordinary course
of our business. Any failure or delay in obtaining the same in a timely manner may adversely affect
our operations.
We require a number of approvals, licenses, registrations and permits in ordinary course of our business.
Additionally, we need to apply for renewal of approvals which expire, from time to time, as and when
required in the ordinary course. In case of delay or failure to obtain the same, it could affect our business
operations.
Pursuant to our conversion from a private limited company to a public limited company in the year 2018,
our Company has yet to make applications for all its approvals except PAN and TAN for the change of
name from its previous name to the current name which are yet to be received. License to import and store
petroleum in an installation under Petroleum Rules 2002 for Unit 2 is in the previous name of the Company
and the same is also required to be made in the new name of the Company. Unit II of the Company is leased
by our Company from one of its Subsidiaries; certificates for a) use of Boiler for Unit 2 under Indian
Boilers Act and b) consent to operate issued by State Pollution Control Board are currently in the name of
a third party which are currently pending to be transferred in the name of our Subsidiary.
Also, certain approvals as mentioned below are currently not traceable by the Company: 1) Tax Deduction
Account Number Certificate bearing number AHMH03561F; 2) Employees State Insurance Certificate
under Employees State Insurance Act, 1948 bearing code 37001133010001099; 3) Consent to Establish
for a product at a particular production capacity issued by State Pollution Control Board for Unit 2; 4)
Consent to Establish for a product at a particular production capacity issued by State Pollution Control
Board for Unit 3.
Additionally, our Company has yet to apply for the following material licenses: 1) Renewal of license to
work a factory under the Factories Act 1948 for all 3 Units; 2) Consent to Establish for a product at a
particular production capacity issued by State Pollution Control Board for Unit 1; 3) Consent to Operate
for a product at a particular production capacity issued by State Pollution Control Board for Unit 1 4)
Certificate of Stability for all 3 Units 5) Boiler Certificate under Indian Boilers Act, 1923 for Unit 3.
Any failure to renew the approvals that have expired, or to apply for and obtain the required approvals,
licences, registrations or permits, or any suspension or revocation of any of the approvals, licences,
registrations and permits that have been or may be issued to us, could result in delaying the operations of
our business, which may adversely affect our business, financial condition, results of operations and
prospects. For more information, see chapter “Government and Other Statutory Approvals” on page 220
of this Draft Prospectus.
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10. Our Group Companies are currently involved in certain direct tax and indirect tax related
proceedings which are pending at various stages with relevant tax authorities. Certain stamp duty
related proceedings involving our Group Company are currently pending at relevant Stamp
authority. Any adverse decision in these proceedings may render them liable to liabilities and
penalties and may adversely affect our business and results of operations.
Our Group Companies are involved in certain Income tax related proceedings. They have been issued
notices under Income Tax Act, 1961 and related proceedings are pending with relevant statutory authorities
at various jurisdictions. They are also involved in certain indirect tax (Service Tax) related proceedings
which are pending with relevant tax authority. Certain stamp duty related proceedings involving our Group
Company is currently pending at relevant stamp authority.
Except as mentioned above, there are no legal proceedings by or against our Company, Directors,
Promoters, Subsidiary Company, Group Companies. A classification of legal proceedings is mentioned
below:
Name of Entity Criminal Actions by Tax Proceedings Other Material Aggregate amount
Proceedings Regulatory Proceedings involved
Authorities (Rs. in lakhs)
By the
Nil Nil Nil Nil Nil
Company
Against the
Nil Nil Nil Nil Nil
Company
By the
Nil Nil Nil Nil Nil
Promoter
Against the
Nil Nil Nil Nil Nil
Promoter
By the
Nil Nil Nil Nil Nil
Directors
Against the
Nil Nil 1 Nil 0.002
Directors
By Group
Nil Nil Nil Nil Nil
Companies
Against Group
Nil Nil 3 1 174.32
Companies
By the
Nil Nil Nil Nil Nil
Subsidiaries
Against the
Nil Nil Nil Nil Nil
Subsidiaries
Also, we cannot assure you that, we, our promoters, our directors, our subsidiary Companies, Group
Companies may not face legal proceedings in future; any adverse decision in such legal proceedings may
impact our business and results of operations. For further details in relation to legal proceedings involving
our Company, Promoters, Directors, Subsidiary Companies, Group Companies please refer the chapter
titled ― “Outstanding Litigations and Material Developments” on page 216 of this Draft Prospectus.
11. Our Company exports our products to countries such as Thailand and Oman. Any adverse events
affecting these countries could have a significant adverse impact on our results from operations.
As per the restated standalone financial information of the Company, our revenues from exports are Rs.
459.14 Lakhs for the period ended on June 30, 2019 and Rs. 310.19 Lakhs in the FY 2018-19. Our
Company exports its products to many countries namely Thailand and Oman. Consequently, any adverse
changes in these economies such as slowdown in the economy, appreciation of the Indian Rupee vis-à-vis
the currencies of these economies or US Dollar, acts of terrorism or hostility targeting these countries, etc.
would directly impact our revenues and results from operations. In the event of change in policies or laws
in these regions with respect to Environment, Health and Safety (EHS) norms, quality standards, branding
or restrictions on usage of certain products/raw materials, our financial condition and business operations
may be adversely affected. In case of any contingencies in future due to which we are unable to operate
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effectively in these markets, our results from operations, revenues and profitability may be adversely
affected.
12. Changes in technology may render our current technologies obsolete or require us to make
substantial capital investments.
Our business is significantly dependent on the efficient and uninterrupted operation of our technology
infrastructure that ensures smooth operations through various automated machines. Changes in technology
may render our current technologies obsolete or require us to make substantial capital investments. Our
technology and machineries may become obsolete or may not be upgraded timely, hampering our
operations and financial conditions and we may lose our competitive edge. Although we believe that we
have installed latest technology and that the chances of a technological innovation are not very high in our
sector we shall continue to strive to keep our technology, plant and machinery in line with the latest
technological standards. In case of a new found technology, we may be required to implement new
technology or upgrade the machineries and other equipment’s employed by us. Further, the costs in
upgrading our technology and modernizing the plant and machineries are significant which could
substantially affect our finances and operations.
13. There have been some instances of non-filing/ delays /incorrect filings in the past with certain
statutory authorities. If the authorities impose monetary penalties on us or take certain punitive
actions against our Company in relation to the same, our business, financial condition and results of
operations could be adversely affected.
In the past, there have been some instances of non-filings or incorrect filings or delays in filing statutory
forms with the RoC, which have subsequently been filed along with the payment of additional fees, as
specified by RoC. Except as mentioned in this Draft Prospectus, till date, there has been no penalty levied
on the Company for such delays/defaults. However, it cannot be assured that even in future no such penalty
will be levied. Therefore, if the authorities impose monetary penalties on us or take certain punitive actions
against our Company or its Directors / Officers in relation to the same, our business, financial condition
and results of operations could be adversely affected.
14. We are subject to foreign currency exchange rate fluctuations which could have a material and
adverse effect on our results of operations and financial conditions.
We export our products to different countries and receive sale proceeds in foreign currency. Changes in
value of currencies with respect to the Rupee may cause fluctuations in our operating results expressed in
Rupees. The exchange rate between the Rupee and other currencies is variable and may continue to
fluctuate in future. Fluctuations in the exchange rates may affect our Company to the extent of cost of
goods and sales in foreign currency terms. Any adverse or unforeseen fluctuations with respect to the
unhedged exchange rate of any foreign currency for Indian Rupees may affect our Company‘s results of
operations.
15. Our manufacturing facilities are located at Harij and Palanpur, Gujarat. Any delay in production
at, or shutdown of, or any interruption for a significant period of time, in these facilities may in turn
adversely affect our business, financial condition and results of operations.
Our Company has its manufacturing facilities located at Harij and Palanpur, Gujarat. Though, we get
uninterrupted power supply, skilled and semi-skilled labour, basic raw materials from the suppliers as
specified by our customers, our success depends on our ability to successfully utilize these manufacturing
facilities to its utmost capacities and deliver our products in order to meet our customer demands in a timely
manner. Our manufacturing facilities are susceptible to damage or interruption or operating risks, such as
human error, power loss, breakdown or failure of equipment, plant and machinery, power supply or
processes, performance below expected levels of output or efficiency, obsolescence, terrorist attacks, acts
of war, break-ins, natural disasters such as earthquakes and industrial accidents and other similar events
beyond our control. Further, our manufacturing facility is also subject to operating risks arising from
compliance with the directives of government authorities. Operating risks may result in personal injury and
property damage and in the imposition of civil and criminal penalties. If our Company experiences delays
in production or shutdowns due to any reason, including disruptions caused by disputes with its workforce
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or any external factors, our Company‘s operations will be significantly affected, which in turn would have
a material adverse effect on its business, financial condition and results of operations.
Further, the activities carried out at our manufacturing facilities may be potentially dangerous to our
employees/labours. While we employ safety procedures in the operation of our manufacturing facilities
and maintain what we believe to be adequate insurance, there is a risk that an accident may occur at our
manufacturing facilities. An accident may result in personal injury to our employees or the labour deployed
at our facilities, destruction of property or equipment, manufacturing or delivery delays, environmental
damage, or may lead to suspension of our operations and/ or imposition of liabilities. Any such accident
may result in litigation, the outcome of which is difficult to assess or quantify, and the cost of defending
such litigation can be significant. As a result, the costs to defend any action or the potential liability
resulting from any such accident or death or arising out of any other litigation, and any negative publicity
associated therewith, may have a negative effect on our business, financial condition, results of operations,
cash flows and prospects.
16. Our inability to maintain distribution network can adversely affect our Revenues.
We sell our products with the help of distribution network of various dealers, distributors. The distribution
network sells our products to end users. Our inability to maintain our existing distribution network or to
expand it further as per the requirement of our proposed increased capacities, can adversely affect our
Revenues. In case, if we are not able to market our manufactured products, it may affect our operations
and profitability adversely.
17. Any defects in our products could make our Company liable for customer claims, which in turn
could affect our Company’s results of operations.
Our Company is bound by the terms and conditions as stated in the purchase order placed by its customers.
There are no specific regulations governing the supply of the same, other than the general law of contracts.
Any claims made by these customers for defects in the products, would be subject to these terms and
conditions, which are in the nature of normal contractual obligations in India. Any violation of these
obligations could impact our Company’s results of operations and financial conditions.
18. We depend on certain brand names and our corporate name and logo that we may not be able to
protect and/or maintain.
Our ability to market and sell our products depends upon the recognition of our brand names and associated
consumer goodwill. We have not yet applied trademark registration for our Corporate Logo and Corporate
Name. Consequently, we do not enjoy the statutory protections accorded to registered trademarks in India
for our Company. There is no guarantee that the application for registration of our logo will be accepted in
favour of the Company. This may affect our ability to protect our trademark in the event of any
infringement of our intellectual property. In the absence of such registrations, competitors and other
companies may challenge the validity or scope of our intellectual property right over these brands or our
corporate name or logo. As a result, we may be required to invest significant resources in developing new
brands or names, which could materially and adversely affect our business, financial condition, results of
operations and prospects. In addition to same, our failure to comply with existing or increased regulations,
or the introduction of changes to existing regulations, could adversely affect our business, financial
condition, results of operations and prospects.
19. Our promoters i.e. Chanakya Prakash Mangal and Chandragupt Prakash Mangal have limited
experience in the industry in which our company is operating.
Our Promoters, Chanakya Prakash Mangal aged 24 years and Chandragupt Prakash Mangal aged 21 years
became Additional Directors of the Company on November 15, 2013 and January 18, 2016 respectively
and associated with the company since then. Prior to this, they did not have business exposure in the
industry in which our Company is operating. However, since then our Promoters have gained a good
amount of experience and an understanding of market dynamics of respective industry. Although they
have been successfully running the business operations, lack of vintage experience to address the risks
frequently encountered by industry, may adversely affect our operations.
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20. Compliance with, and changes in, safety, health and environmental laws and regulations may
adversely affect our business, prospects, financial condition and results of operations.
Due to the nature of our business, we expect to be or continue to be subject to extensive and increasingly
stringent environmental, health and safety laws and regulations and various labour, workplace and related
laws and regulations. We are also subject to environmental laws and regulations, including but not limited
to:
Environment (Protection) Act, 1986
Air (Prevention and Control of Pollution) Act, 1981
Water (Prevention and Control of Pollution) Act, 1974
Hazardous Waste Management & Handling Rules, 2008
Public Liability Insurance Act, 1991
National Environment Policy, 2006
The Indian Boilers Act, 1923
Legal Metrology Act, 2009
Other regulations promulgated by the Ministry of Environment and Forests and the Pollution Control
Boards of the state of Gujarat
which govern the discharge, emission, storage, handling and disposal of a variety of substances that may
be used in or result from the operations of our business. The scope and extent of new environmental
regulations, including their effect on our operations, cannot be predicted and hence the costs and
management time required to comply with these requirements could be significant. Amendments to such
statutes may impose additional provisions to be followed by our Company and accordingly the Company
needs to incur clean-up and remediation costs, as well as damages, payment of fines or other penalties,
closure of production facilities for non - compliance, other liabilities and related litigation, could adversely
affect our business, prospects, financial condition and results of operations.
21. Our Company’s failure to maintain the quality standards of the products could adversely impact
our business, results of operations and financial condition.
Quality Control Inspection is an integral part of our operations. We are required to implement quality
management system in respect of all our Products. Our products depend on customer’s specifications. Any
failure to maintain the quality standards of our products may affect our business. Although we have put in
place strict quality control procedures, we cannot assure that our products will always be able to satisfy our
customers’ quality standards. Any negative publicity regarding our Company, or products, including those
arising from any deterioration in quality of our products from our vendors, or any other unforeseen events
could adversely affect our reputation, our operations and our results from operations.
22. Our business is dependent on the adequate and uninterrupted supply of electrical power and water
at a reasonable cost. Failure on account of unavailability of electrical power and water may restrict
us in utilizing our full capacity and hence, may impact our business and results of operations.
Adequate and cost effective supply of electrical power is critical to our operations, which entails significant
consumption of electrical power. Currently, we source power requirements by purchasing electricity from
Uttar Gujarat Vij Company Limited (UGVCL) but there can be no assurance that electricity supplied by
them will be sufficient to meet our requirements or that we will be able to procure adequate and interrupted
power supply in the future at a reasonable cost. Further, if the per unit cost of electricity is increased by the
state electricity board, our power costs will increase and it may not be possible to pass on any increase in
our power costs to our customers, which may adversely affect our profit margins. We require ample water
for various manufacturing activities. We source our water requirements by procuring the same from bore
well. Lack of sufficient water resources or an increase in the cost of such water used in manufacturing
facilities could adversely affect our business, financial condition and results of operations.
23. We operate in a competitive business environment, both globally and domestically. Competition
from existing players and new entrants and consequent pricing pressures may adversely affect our
business, financial condition and results of operations.
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Both castor oil and cotton product segments are highly competitive. Increasing competition may subject us
to pricing pressures and require us to reduce the prices of our products and services in order to retain or
attract customers, which may have a material adverse effect on our revenues and margins. Further, many
of our competitors are larger international and domestic companies and have access to greater resources or
may be able to develop or acquire technology or partner with innovators or customers at terms which are
not presently feasible for us, due to our current scale of operations. Any failure to keep abreast with
technological advancements might place our competitors at an advantageous position in terms of cost,
efficiency and timely delivery of final products. While we are focused on developing cost and time
efficiencies and to broaden our product range, in particular in certain niche segments, in the event our
competitors develop better process technology or improved process yield or are able to source raw materials
at competitive prices, and are therefore able to create new products or substitutes for our products at
competitive prices, we may not be able to maintain our growth rate and revenues and our profitability may
decline. Any of these factors may have a material adverse effect on our business and prospects.
24. Our Company requires significant amounts of working capital for a continued growth. Our inability
to meet our working capital requirements may have an adverse effect on our results of operations.
Our business is working capital intensive. A significant portion of our working capital is utilized towards
inventories, trade receivables and trade payables. A brief summary of our working capital position based
on our Restated Standalone Financials is given below:-
Amount (Rs. In lakhs)
For the period For the year ended
Particulars ended June March 31, March 31, March 31,
30, 2019 2019 2018 2017
A. Current Asset
(a) Inventories 5,418.19 1,477.24 - 2.11
(b) Trade receivables 1,030.01 887.07 175.78 15.33
(c) Cash and cash equivalents 5.25 3.50 9.81 10.69
(d) Short-term loans and advances 1,334.51 1,192.12 27.95 116.23
B. Other Current Liabilities
(a) Trade payables 216.67 127.31 126.69 2.11
(b) Other current liabilities 74.31 55.39 18.89 46.23
(c) Short-term provisions 111.95 149.61 10.15 3.227
Working Capital (A-B) 7,385.03 3,227.86 57.95 92.90
Trade Receivables as % of total 13.23% 24.92% 82.32% 10.62%
current assets
Inventories as % of total 69.57% 41.50% - 1.46%
current assets
We intend to continue growing by reaching out to new customers and also increasing sales to the existing
customers and thereby reaching to other geographical areas. All these factors may result in increase in the
quantum of current assets. Our inability to maintain sufficient cash flow, credit facility and other sources
of fund, in a timely manner, or at all, to meet the requirement of working capital could adversely affect our
financial condition and result of our operations. For further details regarding working capital requirement,
please refer to the chapter titled “Objects of the Issue” beginning on page 85 of this Draft Prospectus.
25. Our Company has negative cash flows from its operating activities in the past 3 years, details of
which are given below. Sustained negative cash flow could impact our growth and business.
Our Company had negative cash flows from its operating activities in the previous three years as per the
Restated Standalone Financial Statements and the same are summarized as under:
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Amount (Rs. In lakhs)
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet
capital expenditure, pay dividends, repay loans and make new investments without raising finance from
external resources. If we are not able to generate sufficient cash flows in future, it may adversely affect our
business and financial operations.
26. The industry in which we operate is labour intensive and our operations may be materially adversely
affected by strikes, work stoppages or increased wage demands by our employees.
Our industry being labour intensive is dependent on labour force for carrying out its operations. Shortage
of skilled/unskilled personnel or work stoppages caused by disagreements with employees could have an
adverse effect on our business and results of operations. We have not experienced any major disruptions
in our business operations due to disputes or other problems with our work force in the past; however there
can be no assurance that we will not experience such disruptions in the future. Such disruptions may
adversely affect our business and results of operations and may also divert the management‘s attention and
result in increased costs.
India has stringent labour legislation that protects the interests of workers, including legislation that sets
forth detailed procedures for the establishment of unions, dispute resolution and employee removal and
legislation that imposes certain financial obligations on employers upon retrenchment. We are also subject
to laws and regulations governing relationships with employees, in such areas as minimum wage and
maximum working hours, overtime, working conditions, hiring and terminating of employees and work
permits. Although our employees are not currently unionized, there can be no assurance that they will not
unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible labour
policies, and we may face the threat of labour unrest, work stoppages and diversion of our management's
attention due to union intervention, which may have a material adverse impact on our business, results of
operations and financial condition.
27. Our Company does not own the land on which our Registered Office, Manufacturing facilities are
situated which we have taken on lease.
Our Company does not own the land on which our Registered Office at Mithakhali, Ahmedabad and
Manufacturing Facilities at Harij and Palanpur at Gujarat are situated. These premises have been taken on
lease from Chanakya Prakash Mangal, Hindprakash Castor Derivatives Private Limited and certain other
independent third parties on lease basis. If any such agreement under which we occupy the premises is not
renewed on terms and conditions that are favourable to us, or at all, we may suffer a disruption in our
operations which could have a material adverse effect on our business, financial condition and results of
operations. If we do not comply with certain conditions of the lease, the lessor may terminate the lease,
which could have an adverse effect on our operations and there can be no assurance that renewal of lease
agreement with the owner will be entered into. In the event of non-renewal of lease, we may be required
to shift our Registered Office, Manufacturing facilities to a new location and there can be no assurance that
the arrangement we enter into in respect of new premises would be on such terms and conditions as the
present one.
28. Our Company is dependent on third party transportation for the procurement of raw materials and
delivery of finished products and any disruption in their operations or a decrease in the quality of
their services could affect our Company's reputation and results of operations.
Our Company uses third party transportation for procurement of raw materials and delivery of our finished
products. Though our business has not experienced any disruptions due to transportation strikes in the past,
any future transportation strikes may have an adverse effect on our business. These transportation facilities
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may not be adequate to support our existing and future operations. In addition goods may be lost or
damaged in transit for various reasons including but not limited to occurrence of accidents or natural
disasters. There may also be delay in delivery of products which may also affect our business and results
of operation negatively. An increase in the freight costs or unavailability of freight for transportation of our
goods may have an adverse effect on our business and results of operations. Further, disruptions of
transportation services due to weather-related problems, strikes, lockouts, inadequacies in the road
infrastructure and port facilities, or other events could impair ability to procure goods on time. Any such
disruptions could materially and adversely affect our business, financial condition and results of operations.
29. Our success depends in large part upon the strength of our management team and other skilled
professionals. If we fail to attract, retain and manage transition of these personnel, our business may
be unable to grow and our revenue could decline.
The continued efforts of the senior members of our management team and other skilled professionals are
critical to our success. Our ability to execute engagements and to obtain new clients depends in large part
on our ability to attract, train, motivate and retain skilled and unskilled professionals, especially senior
management personnel, senior technical personnel, project managers and engineers etc. If we cannot hire
and retain additional qualified personnel, our ability to obtain new projects and to continue to expand our
business will be impaired and our revenue could decline. We believe that there is significant competition
within our industry for professionals with the skills necessary to perform the services we offer, particularly
in the locations in which we have operations. We may not be able to hire and retain enough skilled and
experienced employees to replace those who leave. Increasing competition for technology professionals
may also impact our ability to retain personnel. Changes in government policies may also affect our ability
to attract hire and retain personnel. If we are unable to offer them higher compensation, we may be unable
to attract or retain them. Our business, financial condition and results of operations could be adversely
affected if we are unable to manage employee hiring and attrition to achieve a stable and efficient workforce
structure.
30. Our operations may be adversely affected in case of industrial accidents at our production facility.
Usage of heavy machinery, handling of sharp parts of machinery by labour during production process or
otherwise, handling process, short circuit of power supply for machines, etc. may result in accidents and
fires, which could cause indirect injury to our labour, employees, other persons on the site and could also
damage our properties thereby affecting our operations. Further, our plant and machinery and personnel
may not be covered under adequate insurance for occurrence of particular types of accidents which could
adversely hamper our cash flows and profitability.
31. We may be held liable for the payment of wages to the contract labour we engage in our business.
In order to retain flexibility and ensure timely availability of a pool of skilled and non-skilled workers, our
Company engages contract labour throughout our manufacturing facilities. Although our Company does
not employ such contract labour directly, we may be held responsible for any wage payments to be made
to such contract labour in the event of default by the third-party agencies, who employ them. If we are
required to pay the wages of the independent contract labour, our results of operations and financial
condition could be adversely affected. Further, we could be held liable for the acts committed by, or
omission on the part of, personnel engaged by us on a contract basis.
32. If we are unable to source business opportunities effectively, we may not achieve our financial
objectives.
Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and
accomplish business opportunities. To grow our business, we will need to hire, train, supervise and manage
new employees, expand our distribution network and to implement systems capable of effectively
accommodating our growth. However, we cannot assure you that any such employees will contribute to
the success of our business or that we will implement such systems effectively. Our failure to source
business opportunities effectively could have a material adverse effect on our business, financial condition
and results of operations. It also is possible that the strategies used by us in the future may be different
from those presently in use. No assurance can be given that our analyses of market and other data or the
strategies we use or plans in future to use will be successful under various market conditions.
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33. We may not be successful in implementing our business strategies.
The success of our business depends substantially on our ability to implement our business strategies
effectively. Even though we have successfully executed our business strategies in the past, there is no
guarantee that we can implement the same on time and within the estimated budget going forward, or that
we will be able to meet the expectations of our targeted clients. Changes in regulations applicable to us
may also make it difficult to implement our business strategies. Failure to implement our business strategies
would have a material adverse effect on our business and results of operations.
34. We could be harmed by employee misconduct or errors that are difficult to detect and any such
incidences could adversely affect our financial condition, results of operations and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions
and cause serious harm to our reputation and goodwill of our Company. There can be no assurance that we
will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect
such activity may not be effective in all cases. Our employees may also commit errors that could subject
us to claims and proceedings for alleged negligence, as well as regulatory actions on account of which our
business, financial condition, results of operations and goodwill could be adversely affected.
35. We have certain contingent liabilities that have not been provided for in our Company’s financials
which if materialized, could adversely affect our financial condition.
As on June 30, 2019, our Company has following contingent liabilities as per restated financial statements,
the details for which are as under:
Amount (Rs. in. Lakhs)
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We have secured our lenders by creating a charge over our movable and immovable properties in respect
of loans / facilities availed by us from banks and financial institutions. The total amounts outstanding and
payable by us as secured loans were Rs. 4,469.47 Lakhs as per restated financials for year ended June 30,
2019. In the event we default in repayment of the loans / facilities availed by us and any interest thereof,
our properties may be forfeited by lenders, which in turn could have significant adverse effect on business,
financial condition or results of operations. For further information on the “Financial Indebtedness” please
refer to page 212 of this Draft Prospectus.
39. Our lenders have imposed certain restrictive conditions on us under our financing arrangements.
Under our financing arrangements, we are required to obtain the prior, written lender consent for, among
other matters, changes in our capital structure, formulate a scheme of amalgamation or reconstruction and
entering into any other borrowing arrangement. Further, we are required to maintain certain financial ratios.
There can be no assurance that we will be able to comply with these financial or other covenants or that
we will be able to obtain the consents necessary to take the actions we believe are necessary to operate and
grow our business. Our level of existing debt and any new debt that we incur in the future has important
consequences. Any failure to comply with these requirements or other conditions or covenants under our
financing agreements that is not waived by our lenders or is not otherwise cured by us, may require us to
repay the borrowing in whole or part and may include other related costs. Our Company may be forced to
sell some or all of its assets or limit our operations. This may adversely affect our ability to conduct our
business and impair our future growth plans. For further information, see the chapter titled “Financial
Indebtedness” on page 212 of the Draft Prospectus.
Though these covenants are restrictive to some extent for us, however it ensures financial discipline, which
would help us in the long run to improve our financial performance.
40. The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency
and shall be purely dependent on the discretion of the management of our Company.
Since, the Issue size is less than Rs.10,000 lakh, there is no mandatory requirement of appointing an
independent Monitoring Agency for overseeing the deployment of utilization of funds raised through this
Issue. The deployment of funds raised through this Issue, is hence, at the discretion of the management and
the Board of Directors of our Company and will not be subject to monitoring by any independent agency.
Any inability on our part to effectively utilize the Issue proceeds could adversely affect our financials.
41. Within the parameters as mentioned in the chapter titled ‘Objects of this Issue’ beginning on page 85
of this Draft Prospectus, our Company’s management will have flexibility in applying the proceeds
of this Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not
been appraised by any bank or financial institution.
We intend to use Issue Proceeds towards financing the Working capital requirements of the Company,
General Corporate Purpose and to meet the issue expenses. We intend to deploy the Net Issue Proceeds in
FY 2019-20. The deployment of the fund is based on certain assumptions and strategy which our Company
believes to implement in future. The funds raised from the Issue may remain idle on account of change in
assumptions, market conditions, strategy of our Company, etc. For further details on the use of the Issue
Proceeds, please refer chapter titled “Objects of the Issue” beginning on page 85 of this Draft Prospectus.
The deployment of funds for the purposes described above is at the discretion of our Company’s Board of
Directors. The fund requirement and deployment is based on internal management estimates and has not
been appraised by any bank or financial institution. Accordingly, within the parameters as mentioned in
the chapter titled ‘Objects of the Issue’ beginning on page 85 of this Draft Prospectus, the Management
will have significant flexibility in applying the proceeds received by our Company from the Issue. Our
Audit Committee will monitor the proceeds of this Issue.
However, Audit Committee will monitor the utilization of the proceeds of this Issue and prepare the
statement for utilization of the proceeds of this Issue. However in accordance with Section 27 of the
Companies Act, 2013, a company shall not vary the objects of the Issue without our Company being
authorised to do so by our shareholders by way of special resolution and other compliances in this regard.
Our Promoters and controlling shareholder shall provide exit opportunity to such shareholders who do not
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agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by SEBI,
in this regard.
42. We have not made any alternate arrangements for meeting our capital requirements for the Objects
of the issue. Further we have not identified any alternate source of financing the ‘Objects of the
Issue’. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations
and financial performance.
As on date of this Draft Prospectus, we have not made any alternate arrangements for meeting our capital
requirements for the objects of the issue. We meet our capital requirements through our bank finance,
owned funds and internal accruals. Any shortfall in our net owned funds, internal accruals and our inability
to raise debt in future would result in us being unable to meet our capital requirements, which in turn will
negatively affect our financial condition and results of operations. Further, we have not identified any
alternate source of funding and hence any failure or delay on our part to raise money from this issue or any
shortfall in the issue proceeds may delay the implementation schedule and could adversely affect our
growth plans. For further details please refer to the chapter titled “Objects of the Issue” beginning on page
85 of this Draft Prospectus.
43. Our Promoters and members of the Promoter Group will continue jointly to retain majority control
over our Company after the Issue, which will allow them to determine the outcome of matters
submitted to shareholders for approval.
After completion of the Issue, our Promoters and Promoter Group will collectively own 70.99% of the
Equity Shares. As a result, our Promoters together with the members of the Promoter Group will be able
to exercise a significant degree of influence over us and will be able to control the outcome of any proposal
that can be approved by a majority shareholder vote, including, the election of members to our Board, in
accordance with the Companies Act, 2013 and our AoA. Such a concentration of ownership may also have
the effect of delaying, preventing or deterring a change in control of our Company.
In addition, our Promoters will continue to have the ability to cause us to take actions that are not in, or
may conflict with, our interests or the interests of some or all of our creditors or minority shareholders, and
we cannot assure you that such actions will not have an adverse effect on our future financial performance
or the price of our Equity Shares.
44. Our Company has unsecured loans which are repayable on demand. Any demand loan from lenders
for repayment of such unsecured loans, may adversely affect our cash flows.
Based on Restated Financial Statement, our Company has unsecured loans as at June 30, 2019, amounting
to Rs. 837.33 lakhs from Promoters and members of Promoter Group that are repayable on demand to the
relevant lenders as per restated financial statements. Further, some of these loans are not repayable in
accordance with any agreed repayment schedule and may be recalled by the relevant lender at any time.
Any such unexpected demand or accelerated repayment may have a material adverse effect on the business,
cash flows and financial condition of the borrower against which repayment is sought. Any demand from
lenders for repayment of such unsecured loans, may adversely affect our cash flows. For further details of
unsecured loans of our Company and its subsidiary company, please refer the chapter titled “Financial
Statements as Restated” beginning on page 192 of this Draft Prospectus.
45. Our future funds requirements, in the form of issue of capital or securities and/or loans taken by us,
may be prejudicial to the interest of the shareholders depending upon the terms on which they are
eventually raised.
We may require additional capital from time to time depending on our business needs. Any issue of shares
or convertible securities would dilute the shareholding of the existing shareholders and such issuance may
be done on terms and conditions, which may not be favourable to the then existing shareholders. If such
funds are raised in the form of loans or debt, then it may substantially increase our interest burden and
decrease our cash flows, thus prejudicially affecting our profitability and ability to pay dividends to our
shareholders.
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46. Our ability to pay dividends in the future will depend upon our future earnings, financial condition,
cash flows, working capital requirements, capital expenditure and restrictive covenants in our
financing arrangements.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a
result, we may not declare dividends in the foreseeable future. Any future determination as to the
declaration and payment of dividends will be at the discretion of our Board of Directors and will depend
on factors that our Board of Directors deem relevant, including among others, our results of operations,
financial condition, cash requirements, business prospects and any other financing arrangements.
Accordingly, realization of a gain on shareholders investments may largely depend upon the appreciation
of the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value.
For details of our dividend history, see “Dividend Policy” on page 191 of this Draft Prospectus.
47. Our success depends largely upon the services of our Directors, Promoters and other Key Managerial
Personnel and our ability to attract and retain them. Demand for Key Managerial Personnel in the
industry is intense and our inability to attract and retain Key Managerial Personnel may affect the
operations of our Company.
Our success is substantially dependent on the expertise and services of our Directors, Promoters and our
Key Managerial Personnel (“KMP”). They provide expertise which enables us to make well informed
decisions in relation to our business and our future prospects. Our future performance will depend upon
the continued services of these persons. Demand for KMP in the industry is intense. We cannot assure you
that we will be able to retain any or all, or that our succession planning will help to replace, the key members
of our management. The loss of the services of such key members of our management team and the failure
of any succession plans to replace such key members could have an adverse effect on our business and the
results of our operations.
48. In addition to normal remuneration or benefits and reimbursement of expenses, our Directors,
Promoters and Key Managerial Personnel (KMPs) are interested in our Company to the extent of
their shareholding and dividend entitlement in our Company.
Our Directors, Promoters and Key Managerial Personnel (“KMPs”) are interested in our Company to the
extent of remuneration paid to them for services rendered and reimbursement of expenses payable to them.
In addition, our Directors, Promoters and KMPs may also be interested to the extent of their shareholding
and dividend entitlement in our Company. For further information, see “Capital Structure” and “Our
Management” on pages 67 and 159, respectively, of this Draft Prospectus.
49. We have taken guarantees from Promoters and members of Promoter Group in relation to debt
facilities provided to us.
We have taken guarantees from Promoters and members of Promoter Group in relation to our secured debt
facilities availed from our Bankers. In an event any of these persons withdraw or terminate its/their
guarantees, the lender for such facilities may ask for alternate guarantees, repayment of amounts
outstanding under such facilities, or even terminate such facilities. We may not be successful in procuring
guarantees satisfactory to the lender and as a result may need to repay outstanding amounts under such
facilities or seek additional sources of capital, which could adversely affect our financial condition. For
more information please see the chapter titled “Financial Indebtedness” beginning on page 212 of this
Draft Prospectus.
50. We have issued Equity Shares in the last twelve months, the price of which is lower than the Issue
Price.
We have issued equity shares in the last twelve months at a price which is lower than the Issue Price.
Details of such issuance is given in the table below:
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The issue is above the Issue Price, which has been discovered through fixed price process and finalized by
our Company in consultation with the Lead Manager. For further details of Equity Shares issued, please
refer to chapter titled, ‘Capital Structure’ beginning on page 67 of this Draft Prospectus.
51. We have in the past entered into related party transactions and may continue to do so in the future.
Our Company has entered into transactions with our Promoter, Promoter Group Entities and Group
Companies. While we believe that all such transactions are conducted on arm’s length basis, there can be
no assurance that we could not have achieved more favourable terms had such transactions were not entered
into with related parties. Furthermore, it is likely that we will enter into related party transactions in future.
There can be no assurance that such transactions, individually or in aggregate, will not have an adverse
effect on our financial condition and results of operation. For details on the transactions entered by us,
please refer to chapter “Related Party Transactions” in Section “Financial Statements as Restated”
beginning on page 192 of the Draft Prospectus.
52. Industry information included in this Draft Prospectus has been derived from industry reports.
There can be no assurance that such third-party statistical, financial and other industry information
is either complete or accurate.
We have relied on the reports of certain independent third party for purposes of inclusion of such
information in this Draft Prospectus. These reports are subject to various limitations and based upon certain
assumptions that are subjective in nature. We have not independently verified data from such industry
reports and other sources. Although we believe that the data may be considered to be reliable, their
accuracy, completeness and underlying assumptions are not guaranteed and their dependability cannot be
assured. While we have taken reasonable care in the reproduction of the information, the information has
not been prepared or independently verified by us, or any of our respective affiliates or advisors and,
therefore, we make no representation or warranty, express or implied, as to the accuracy or completeness
of such facts and statistics. Due to possibly flawed or ineffective collection methods or discrepancies
between published information and market practice and other problems, the statistics herein may be
inaccurate or may not be comparable to statistics produced for other economies and should not be unduly
relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with the
same degree of accuracy as may be the case elsewhere. Statements from third parties that involve estimates
are subject to change, and actual amounts may differ materially from those included in this Draft
Prospectus.
ISSUE SPECIFIC RISKS:
53. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may
not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell
the Equity Shares at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for
the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined through a fixed price
process in accordance with the SEBI ICDR Regulations and may not be indicative of the market price of
the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among
other factors, variations in our operating results of our Company, market conditions specific to the industry
we operate in, developments relating to India, volatility in securities markets in jurisdictions other than
India, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by
research publications, and changes in economic, legal and other regulatory factors.
54. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares
after the Issue and the market price of our Equity Shares may decline below the issue price and you
may not be able to sell your Equity Shares at or above the Issue Price.
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The Issue Price of our Equity Shares has been determined by fixed price method. This price is based on
numerous factors (For further information, please refer chapter titled “Basis for Issue Price” beginning on
page 92 of this Draft Prospectus) and may not be indicative of the market price of our Equity Shares after
the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue,
and may decline below the Issue Price. We cannot assure you that you will be able to sell your Equity
Shares at or above the Issue Price. Among the factors that could affect our share price include without
limitation. The following:
Half yearly variations in the rate of growth of our financial indicators, such as earnings per share, net
income and revenues;
Changes in revenue or earnings estimates or publication of research reports by analysts;
Speculation in the press or investment community;
General market conditions; and
Domestic and international economic, legal and regulatory factors unrelated to our performance.
55. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the
trading price of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s)
may significantly affect the trading price of our Equity Shares. Further, our market price may also be
adversely affected even if there is a perception or belief that such sales of Equity Shares might occur.
EXTERNAL RISK FACTORS:
INDUSTRY RISKS
56. Changes in government regulations or their implementation could disrupt our operations and
adversely affect our business and results of operations.
Our business and industry is regulated by different laws, rules and regulations framed by the Central and
State Government. These regulations can be amended/ changed on a short notice at the discretion of the
Government. If we fail to comply with all applicable regulations or if the regulations governing our
business or their implementation change adversely, we may incur increased costs or be subject to penalties,
which could disrupt our operations and adversely affect our business and results of operations.
OTHER RISKS
57. Significant differences exist between Indian GAAP and other accounting principles, such as U.S.
GAAP and IFRS, which may be material to the financial statements prepared and presented in
accordance with SEBI ICDR Regulations contained in this Draft Prospectus.
As stated in the reports of the Auditor included in this Draft Prospectus under chapter “Financial
Statements as restated” beginning on page 192, the financial statements included in this Draft Prospectus
are based on financial information that is based on the audited financial statements that are prepared and
presented in conformity with Indian GAAP and restated in accordance with the SEBI ICDR Regulations,
and no attempt has been made to reconcile any of the information given in this Draft Prospectus to any
other principles or to base it on any other standards. Indian GAAP differs from accounting principles and
auditing standards with which prospective investors may be familiar in other countries, such as U.S. GAAP
and IFRS. Significant differences exist between Indian GAAP and U.S. GAAP and IFRS, which may be
material to the financial information prepared and presented in accordance with Indian GAAP contained
in this Draft Prospectus. Accordingly, the degree to which the financial information included in this Draft
Prospectus will provide meaningful information is dependent on familiarity with Indian GAAP, the
Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian GAAP
on the financial disclosures presented in this Draft Prospectus should accordingly be limited.
58. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax
laws, may adversely affect our business and financial performance.
The regulatory and policy environment in India is evolving and subject to change. Such changes in
applicable law and policy in India, including the instances described below, may adversely affect our
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business, financial condition, results of operations, performance and prospects in India, to the extent that
we are not able to suitably respond to and comply with such changes.
For instance, in November 2016, the Government of India demonetized certain high-value denominations
of currency. Trading and retail businesses in India were impacted for a limited period of time on account
of such demonetization. Such businesses have subsequently needed to introduce additional point of sale
instruments to improve their collection process.
The Government of India implemented a comprehensive national goods and services tax (“GST”) regime
that combines taxes and levies by the central and state governments into a unified rate structure from July
1, 2017, which we believe will result in fundamental changes. However, given its recent introduction, there
is no established practice regarding the implementation of, and compliance with, GST. The implementation
of the new GST regime has increased the operational and compliance burden for Indian companies and has
also led to various uncertainties. Any future increases and amendments to the GST regime may further
affect the overall tax efficiency of companies operating in India and may result in significant additional
taxes becoming payable. Our business and financial performance could be adversely affected by any
unexpected or onerous requirements or regulations resulting from the introduction of GST or any changes
in laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations relating
to GST, as it is implemented. Further, as GST is implemented, there can be no assurance that we will not
be required to comply with additional procedures and/or obtain additional approvals and licenses from the
government and other regulatory bodies or that they will not impose onerous requirements and conditions
on our operations. Any such changes and the related uncertainties with respect to the implementation of
GST may have a material adverse effect on our business, financial condition and results of operations.
Further, the General Anti Avoidance Rules came into effect on April 1, 2017. The effect of the application
of these provisions to our business in India is at present uncertain. Furthermore, the Finance Act, 2018
instituted a number of amendments to the existing direct and indirect tax regime which includes the
withdrawal of long-term capital gains exemptions on equity shares, long term capital gains applicability in
the hands of Foreign Institutional Investors and applicability of dividend distribution tax for certain
transactions with shareholders, among others.
59. Political instability or a change in economic liberalization and deregulation policies could seriously
harm business and economic conditions in India generally and our business in particular.
The GoI has traditionally exercised and continues to exercise influence over many aspects of the economy.
Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. The rate of economic liberalization could change, and specific laws and
policies affecting the information technology sector, foreign investment and other matters affecting
investment in our securities could change as well. Any significant change in such liberalization and
deregulation policies could adversely affect business and economic conditions in India, generally, and our
business, prospects, financial condition and results of operations, in particular.
60. Global economic, political and social conditions may harm our ability to do business, increase our
costs and negatively affect our stock price.
Global economic and political factors that are beyond our control, influence forecasts and directly affect
performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies
of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability,
fluctuations in commodities markets, consumer debt levels, unemployment trends and other matters that
influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause
these factors to change with a greater degree of frequency and magnitude, which may negatively affect our
stock prices.
61. Foreign investors are subject to foreign investment restrictions under Indian law that limits our
ability to attract foreign investors, which may adversely impact the market price of the Equity
Shares.
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Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under
any of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from
the income tax authority. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.
62. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of
operations and financial condition.
India’s physical infrastructure is in developing phase compared to that of many developed nations. Any
congestion or disruption in its port, rail and road networks, electricity grid, communication systems or any
other public facility could disrupt our Company’s normal business activity. Any deterioration of India’s
physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies,
and add costs to doing business in India. These problems could interrupt our Company’s business
operations, which could have an adverse effect on its results of operations and financial condition.
63. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to
raise financing.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional financing, and the interest rates and other
commercial terms at which such additional financing may be available. This could have an adverse effect
on our business and future financial performance, our ability to obtain financing for capital expenditures
and the trading price of our Equity Shares.
64. Natural calamities could have a negative impact on the Indian economy and cause our Company’s
business to suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods etc. in recent years. The
extent and severity of these natural disasters determine their impact on the Indian economy. Prolonged
spells of abnormal rainfall or other natural calamities could have a negative impact on the Indian economy,
which could adversely affect our business, prospects, financial condition and results of operations as well
as the price of the Equity Shares.
65. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries
could adversely affect the financial markets, our business, financial condition and the price of our
Equity Shares.
Any major hostilities involving India or other acts of violence, including civil unrest or similar events that
are beyond our control, could have a material adverse effect on India’s economy and our business. Incidents
such as the terrorist attacks, other incidents such as those in US, Indonesia, Madrid and London, and other
acts of violence may adversely affect the Indian stock markets where our Equity Shares will trade as well
the global equity markets generally. Such acts could negatively impact business sentiment as well as trade
between countries, which could adversely affect our Company’s business and profitability. Additionally,
such events could have a material adverse effect on the market for securities of Indian companies, including
the Equity Shares.
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SECTION IV – INTRODUCTION
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Mangalam Global Enterprise Limited
Non‐current liabilities
Long‐term borrowings 7 2,116.65 1,677.61
Deferred tax liabilities (net) 8 20.36 23.34
Other long‐term liabilities 9 17.51 16.90
Long‐term provisions 10 2.27 1.62
2,156.79 1,719.48
Current liabilities
Short‐term borrowings 7 5,266.33 1,071.62
Trade payables 11 284.41 156.97
Other current liabilities 12 559.41 410.64
Short‐term provisions 10 113.55 153.12
6,223.70 1,792.34
Assets
Non‐current assets
(i) Property, plant and equipment 13 2,838.02 2,424.48
(ii) Intangible assets 14 2.21 0.63
(iii) Capital work‐in‐progress 13 40.38 436.25
(iv) Goodwill on Consolidation 13A 176.54 176.54
Non‐current investments 15 364.05 242.45
Long‐term loans and advances 16 473.09 169.67
3,894.29 3,450.02
Current assets
Trade receivables 17 1,170.60 889.56
Inventories 18 5,430.03 1,477.24
Cash and bank balances 19 43.04 78.49
Short‐term loans and advances 16 1,589.00 1,263.06
8,232.67 3,708.36
A-1
Mangalam Global Enterprise Limited
Tax expense
Current tax 35.79 91.55
MAT Credit ‐ (9.61)
Deferred tax (credit)/charge (2.99) 17.14
‐
Profit for the period / year 99.60 244.95
A-2
Mangalam Global Enterprise Limited
Net cash flow generated from/ (utilised in) operating activities (A) (4,057) (2,186)
A-3
Mangalam Global Enterprise Limited
(Amount in ₹ Lakhs)
Annexure 1: Restated Standalone Summary Statement of Assets and Liabilities
As at As at 31 March
Particulars Annexure
30 June, 2019 2019 2018 2017
Equity and liabilities
Shareholders’ funds
Share capital 5 232.55 232.55 54.50 4.50
Reserves and surplus 6 3,115.67 3,010.29 480.02 4.12
3,348.22 3,242.84 534.52 8.62
Non‐current liabilities
Long‐term borrowings 7 24.43 28.90 224.09 570.65
Deferred tax liabilities (net) 8 9.84 9.36 6.20 4.11
Other long‐term liabilities 9 41.54 28.16 14.20 14.20
Long‐term provisions 10 2.27 1.62 ‐ ‐
78.08 68.04 244.49 588.96
Current liabilities
Short‐term borrowings 7 5,266.33 1,071.62 ‐ 49.00
Trade payables 11 216.66 127.31 126.69 2.11
Other current liabilities 12 74.31 55.39 18.89 46.23
Short‐term provisions 10 111.95 149.61 10.16 3.27
5,669.25 1,403.93 155.74 100.61
Assets
Non‐current assets
(i) Property, plant and equipment 13 708.19 707.35 706.65 552.38
(ii) Intangible assets 14 2.21 0.63 0.15 0.02
(iii) Capital work‐in‐progress 13 40.38 16.09 ‐ ‐
Non‐current investments 15 516.85 395.57 ‐ ‐
Long‐term loans and advances 16 39.96 35.24 14.41 1.43
1,307.59 1,154.88 721.21 553.83
Current assets
Trade receivables 17 1,030.01 887.07 175.78 15.33
Inventories 18 5,418.19 1,477.24 ‐ 2.11
Cash and bank balances 19 5.25 3.50 9.81 10.69
Short‐term loans and advances 16 1,334.51 1,192.12 27.95 116.23
7,787.96 3,559.93 213.54 144.36
A-4
Mangalam Global Enterprise Limited
Annexure 2: Restated Standalone Summary Statement of Profit and Loss (Amount in ₹ Lakhs)
Expenses
Cost of materials consumed 22 13,215.59 18,294.58 ‐ ‐
Purchase of stock‐in‐trade 23A 750.62 14,138.27 2,578.65 182.17
Changes in inventories of Finished Goods, WIP and
23B (252.91) (865.81) 2.11 35.90
Traded Goods
Employee benefits expense 24 123.69 187.00 18.00 4.22
Finance costs 25 105.78 266.70 1.59 0.01
Depreciation and amortisation expense 13 4.40 15.49 6.76 2.42
Other expenses 26 503.98 665.45 48.82 29.77
Total expenses 14,451.14 32,701.67 2,655.94 254.49
Tax expense
Current tax 35.76 81.92 6.46 2.71
MAT Credit ‐ ‐ (0.55) (2.01)
Deferred tax (credit)/charge 0.48 3.16 2.09 4.11
A-5
Mangalam Global Enterprise Limited
As at At at 31 March
Particulars 30 June, 2019 2019 2018 2017
A. Cash flow from operating activities
Profit before tax, as restated 141.63 302.06 33.89 14.22
Adjustments for :
Depreciation and amortisation expense 4.40 15.49 6.76 2.42
Loss/(Gain) on Sale of Investment ‐ (1.18) (0.42) ‐
Foreign Exchange Gain / Loss (8.30) (2.71) ‐ ‐
Finance costs 105.78 266.70 1.59 0.01
Interest & Dividend income (13.49) (49.99) (0.05) (0.20)
Gratuity Provision 0.92 1.83 ‐ ‐
Leave Encashment Provision ‐ 4.23 ‐ ‐
Operating profit before working capital changes 230.94 536.42 41.78 16.44
A-6
THE ISSUE
Page 55 of 295
3. Allocation to investors in all categories, except the Retail Portion, shall be made on a proportionate basis
subject to valid application received. The allocation to each Retail Individual Investor shall not be less than
the minimum Application Lot, and subject to availability of Equity Shares in the Retail Portion, the
remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Also, pursuant to the
SEBI ICDR Regulations in case if the Retail Individual Investors category is entitled to more than the
allocated portion on proportionate basis, the Retail category shall be allotted that higher percentage.
4. Subject to valid Application being received at or above the Issue Price, under-subscription, if any, in any
category, would be allowed to be met with spill-over from other categories or a combination of categories at
the discretion of our Company, in consultation with the LM and the Designated Stock Exchange.
5. This being fixed price issue under Chapter 253(2) of the SEBI (ICDR) Regulations, 2018. However
QIB can apply under HNI category.
For further details please refer to section titled ‘Issue related Information’ beginning on page 233 of this Draft
Prospectus.
Page 56 of 295
GENERAL INFORMATION
Our Company was originally incorporated as “Hindprakash Colourchem Private Limited” as a Private Limited
Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated September
27, 2010 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Further, in order to signify
the change in company’s operations, the name of our company was changed to “Mangalam Global Enterprise
Private Limited” pursuant to shareholders resolution passed at Extra-Ordinary General Meeting of our company
held on June 28, 2014 and a fresh Certificate of Incorporation dated July 31, 2014 was issued by Registrar of
Companies, Ahmedabad. Subsequently, our Company was converted into a Public Limited Company pursuant
to shareholders resolution passed at Extra-ordinary General Meeting of our Company held on September 17,
2019 and the name of our Company was changed to “Mangalam Global Enterprise Limited”. A fresh Certificate
of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated
September 30, 2019 was issued by the Registrar of Companies, Ahmedabad. The Corporate Identification
Number of our Company is U24224GJ2010PLC062434.
For details of Business, Incorporation, Change of Name and Registered Office of our Company, please refer to
chapter titled “Our Business” and “Our History and Certain Other Corporate Matters” beginning on page 121
and 151 of this Draft Prospectus.
REGISTERED OFFICE OF OUR COMPANY
MANGALAM GLOBAL ENTERPRISE LIMITED
101, Mangalam Corporate House,
19/B Kalyan Society near M.G. International School,
Mithakhali, Ahmedabad -380006, Gujarat, India
Tel: 079 26442555
Email: info@groupmangalam.com
Website: www.groupmangalam.com
CIN: U24224GJ2010PLC062434
MANUFACTURING UNITS
Unit: I - Cotton Unit Unit: II - Castor Oil Unit Unit: III - Castor Oil Unit
Survey No. 124 And 122, Harij- Survey No. 355/P1 And 355P1/1, Survey No. 175/P3/P2, Village-
Kukrana Road, Village – Jaska, Harij-Kukrana Road, Village – Jagana, Taluka- Palanpur, Dist:
Taluka- Harij, District-Patan -- Jaska, Taluka -Harij, District- Banaskantha-385520, Gujarat,
384240, Gujarat, India. Patan -- 384240, Gujarat, India India.
REGISTRAR OF COMPANIES
REGISTRAR OF COMPANIES, AHMEDABAD, GUJARAT
ROC Bhavan, Opp. Rupal Park Society,
Behind Ankur Bus Stop, Naranpura,
Ahmedabad-380013, Gujarat.
Website: www.mca.gov.in
DESIGNATED STOCK EXCHANGE
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Exchange Plaza, Plot no. C/1, G Block,
Bandra - Kurla Complex, Bandra (E),
Mumbai - 400051,
Page 57 of 295
Maharashtra, India
Website: www.nseindia.com
BOARD OF DIRECTORS OF OUR COMPANY
The following table sets out details regarding our Board as on the date of this Draft Prospectus:
For further details of our Directors, please refer to the chapter titled “Our Management” beginning on page 159
of this Draft Prospectus.
CHIEF FINANCIAL OFFICER
ASHUTOSH MEHTA
MANGALAM GLOBAL ENTERPRISE LIMITED
101, Mangalam Corporate House,
19/B Kalyan Society near M.G. International School,
Mithakhali, Ahmedabad -380006, Gujarat, India
Tel: 079 26442555
Email: cfo@groupmangalam.com
COMPANY SECRETARY & COMPLIANCE OFFICER
RUTU SHAH
MANGALAM GLOBAL ENTERPRISE LIMITED
101, Mangalam Corporate House,
19/B Kalyan Society near M.G. International School,
Mithakhali, Ahmedabad -380006, Gujarat, India
Tel: 079 26442555
Email: cs@groupmangalam.com
Page 58 of 295
Investors can contact the Company Secretary and Compliance Officer, the Lead Manager or the
Registrar to the Issue in case of any pre-Issue or post-Issue related problems, such as non-receipt of letters
of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of
refund orders and non-receipt of funds by electronic mode. For all the issue related queries and for
redressal of complaints, Applicants may also write to the Lead Manager or the Registrar in the following
manner:
All issue related grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a
copy to the relevant Designated Intermediary with whom the ASBA Form was submitted. The Applicant should
give full details such as name of the sole or first Applicant, ASBA Form number, Applicant DP ID, Client ID,
PAN, date of the ASBA Form, address of the Applicant, number of Equity Shares applied for and the name and
address of the Designated Intermediary where the ASBA Form was submitted by the ASBA Applicant and
ASBA Account number (for Applicants other than RIBs Applying through the UPI Mechanism) in which the
amount equivalent to the Application Amount was blocked or UPI ID in case of RIBs applying through the UPI
Mechanism
All issue related grievances relating to the UPI mechanism may be addressed to the Registrar to the Issue with
a copy to the relevant Sponsor Bank or the Self Certified Syndicate Banks if the Application was submitted to
a SCSBs at any of the Specified Locations, or the Registered Broker if the Application was submitted to a
Registered Broker at any of the Brokers Centres, as the case may be, quoting the full name of the sole or first
Applicant, Application Form number, address of the Applicant, Applicant’s DP ID, Client ID, PAN, number of
Equity Shares applied for, date of Application Form, name and address of the SCSBs or the Designated Branch
or the Registered Broker or address of the RTA or address of the DP, as the case may be, where the Application
was submitted, and the UPI ID of the UPI ID Linked Bank Account in which the amount equivalent to the
Application Amount was blocked.
Further, the investor shall also enclose the Acknowledgment Slip from the Designated Intermediaries in
addition to the documents/information mentioned hereinabove.
In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA
Applicant whose Application has not been considered for Allotment, due to failure on the part of any SCSB,
shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of
listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the
concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of
15 days.
For all issue related queries and for redressal of complaints, Applicant may also write to the Lead Manager. All
complaints, queries or comments received by Stock Exchange/ SEBI shall be forwarded to the Lead Manager,
who shall respond to the same.
STATUTORY AUDITOR OF OUR COMPANY
KEYUR SHAH & CO. Chartered Accountants
303, Shitiratna, B/s. Radisson Blue Hotel, Nr. Panchvati Circle,
Ambawadi, Ahmedabad – 380006, Gujarat, India
Tel: 079 48999595
Email: ca.keyurshah2015@gmail.com
Website: www.keyurshahca.com
Contact Person: Mr. Keyur Shah
Firm Registration No: 141173W
Membership No: 153774
Peer Review Number: 011267
M/s. Keyur Shah & Co., Chartered Accountants holds a peer review certificate dated July 30, 2018 issued by
the Institute of Chartered Accountants of India.
Page 59 of 295
LEAD MANAGER(S)
Pantomath Capital Advisors Private Limited
406-408, Keshava Premises, Behind Family Court,
Bandra Kurla Complex, Bandra (East)
Mumbai 400051, Maharashtra, India
Tel: +91 22 6194 6700
Fax: + 91 22 2659 8690
Email: ipo@pantomathgroup.com
Website: www.pantomathgroup.com
Contact Person: Unmesh Zagade
SEBI Registration No: INM000012110
REGISTRAR TO THE ISSUE
LINK INTIME INDIA PRIVATE LIMITED
C-101, 1st Floor, 247 Park,
L.B.S. Marg, Vikhroli (West),
Mumbai - 400083, Maharashtra, India.
Tel: +91 22 49186200
Fax: +91 22 49186195
Email: mangalam.ipo@linkintime.co.in
Website: www.linkintime.co.in
Investor Grievance E-mail: mangalam.ipo@linkintime.co.in
Contact Person: Ms. Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
CIN: U67190MH1999PTC118368
LEGAL ADVISOR TO THE ISSUE
M V KINI, LAW FIRM
Kini House 261/263, Near Citi Bank,
D.N. Road, Fort, Mumbai - 400001,
Maharashtra, India
Tel: +91 22 66664298/99
Fax: +91 22 22612530
E-mail: vidisha@mvkini.com
Contact Person: Vidisha Krishan
Website: www.mvkini.com
BANKER TO THE COMPANY
HDFC BANK LIMITED
Shilp II, Next to Vikram Chambers,
Ashram Road, Ahmedabad- 380009
Tel: 079- 27542779
E-mail: vikas.kalaria@hdfcbank.com
Contact Person: Vikas Kalaria
Website: www.hdfcbank.com
PUBLIC ISSUE BANK/ BANKER TO THE ISSUE AND REFUND BANKER
Page 60 of 295
[]*
*The banker to the Issue will be appointed prior to registering Prospectus with the RoC
SPONSOR BANK
[]*
*The Sponsor Bank will be appointed prior to registering Prospectus with the RoC
DESIGNATED INTERMEDIARIES
Self-Certified Syndicate Banks
The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked
Amount (ASBA) Process are provided on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on Designated
Branches of SCSBs collecting the Application Forms, please refer to the above mentioned SEBI link.
A list of the Designated SCSB Branches with which an ASBA Applicants (other than an RII using the UPI
Mechanism), not Applying through a Registered Broker, may submit the ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, and at such other
websites as may be prescribed by SEBI from time to time.
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of
Applicants (other than RIIs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.
Investors Banks or Issuer Banks for UPI
The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer
Bank for UPI mechanism are provide on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. For details on
Designated Branches of SCSBs collecting the Application Forms, please refer to the above mentioned SEBI
link.
Registered Brokers
Applicants can submit Application Forms in the Issue using the stock brokers network of the Stock Exchanges,
i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details
such as postal address, telephone number and e-mail address, is provided on the website of the SEBI
(www.sebi.gov.in) and updated from time to time. For details on Registered Brokers, please refer
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
Registrar to Issue and Share Transfer Agents
The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details
such as address, telephone number and e-mail address, are provided on the website of the SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept Application Forms at the Designated CDP Locations, including details
such as name and contact details, are provided on the website of Stock Exchange. The list of branches of the
SCSBs named by the respective SCSBs to receive deposits of the Application Forms from the Designated
Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.
CREDIT RATING
This being an issue of Equity Shares, credit rating is not required.
IPO GRADING
Page 61 of 295
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no
requirement of appointing an IPO Grading agency.
APPRAISAL AGENCY & MONITORING AGENCY
As per regulation 262(1) of the SEBI ICDR Regulations, the requirement of Monitoring Agency is not
mandatory if the Issue size, is below Rs. 10,000 Lakhs. Since the Issue size is only of Rs. 2157.30 lakhs, our
Company has not appointed any monitoring agency for this Issue. However, as per Section 177 of the
Companies Act, 2013, the Audit Committee of our Company, would be monitoring the utilization of the
proceeds of the Issue. Further, our Company has not appointed any appraisal agency for this Issue.
INTER-SE ALLOCATION OF RESPONSIBILITIES
Since Pantomath Capital Advisors Private Limited is the sole Lead Manager to this Issue, a statement of inter
se allocation of responsibilities among Lead Manager is not applicable.
EXPERT OPINION
Except the report of the Peer Reviewed Auditor on statement of tax benefits and report on restated Standalone
and Consolidated financials for the period ended June 30, 2019 and for the financial years ended March 31,
2019, 2018 and 2017 as included in this Draft Prospectus, our Company has not obtained any expert opinion.
DEBENTURE TRUSTEE
Since this is not a debenture issue, appointment of debenture trustee is not required.
FILING OF OFFER DOCUMENT
The Draft Prospectus has not been filed with SEBI, nor has SEBI issued any observation on the Offer Document
in terms of Regulation 246 of SEBI (ICDR), 2018. However, pursuant to sub regulation (5) of regulation 246,
the copy of Draft Prospectus shall also be furnished to the board in a soft copy. Pursuant to SEBI Circular
Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the Prospectus will be filed
online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
A copy of the Prospectus along with the documents required to be filed under Section 26 of the Companies Act,
2013 will be delivered to the RoC situated at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop,
Naranpura, Ahmedabad-380013, Gujarat, India.
ISSUE PROGRAMME
An indicative timetable in respect of the Issue is set out below:
The above timetable is indicative and does not constitute any obligation on our Company or the Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of
the Issue Closing Date, the timetable may change due to various factors, such as extension of the Issue Period
by our Company, or any delays in receiving the final listing and trading approval from the Stock Exchange. The
Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in
accordance with the applicable laws.
Page 62 of 295
Application and any revision to the same shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST) during
the Issue Period. On the Issue Closing Date, the Applications and any revision to the same shall be accepted
between 10.00 a.m. and 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of
Applications by Retail Individual Applicant after taking into account the total number of Applications received
up to the closure of timings and reported by the Lead Manager to the Stock Exchanges. It is clarified that
Applications not uploaded on the electronic system would be rejected. Applications will be accepted only on
Working Days. Neither our Company nor the Lead Manager is liable for any failure in uploading the
Applications due to faults in any software/hardware system or otherwise.
Non-Retail Applicants shall not be allowed to either withdraw or lower the size of their Application at any stage.
Non-Retail Applicants may revise their Applications upwards (in terms of quantity of Equity Shares) during the
Issue Period. Such upward revision must be made using the Revision Form.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or
electronic Application Form, for a particular Applicants, the Registrar to the Issue shall ask the relevant SCSBs
/ RTAs / DPs / Stock Brokers, as the case may be, for rectified data.
UNDERWRITER
Our Company and Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten. The
underwriting agreement is dated October 17, 2019 and pursuant to the terms of the underwriting agreement;
obligations of the underwriter is subject to certain conditions specified therein. The underwriter have indicated
their intention to underwrite following number of specified securities being offered through this Issue.
Page 63 of 295
1. Kedia & Kedia Associates September 11, Completion of the term as
205, Kaling, 2nd Floor, Near Mount Carmel 2019 statutory auditors of our
School, Off Ashram Road, Navrangpura, Company in compliance with
Ahmedabad – 380009, Gujarat, India Section 139(2) of the Companies
Act, 2013
Tel: 079 26589941
Email: kediaca@kediaca.com
Website: www.keyurshahca.com
Contact Person: Mr. Subodh Kedia
Firm Registration No: 104954W
Membership No: 043381
Peer Review Number: 008942
2. Keyur Shah & Co. September 11, Appointment as Statutory
303, Shitiratna, B/s. Radisson Blue Hotel, 2019 Auditors of our Company
Nr. Panchvati Circle, Ambawadi,
Ahmedabad – 380006, Gujarat, India
Tel: 079 48999595
Email: ca.keyurshah2015@gmail.com
Website: www.keyurshahca.com
Contact Person: Mr. Keyur Shah
Firm Registration No: 141173W
Membership No: 153774
Peer Review Number: 011267
Page 64 of 295
1. The Market Maker (individually or jointly) shall be required to provide a 2-way quote for 75% of the time
in a day. The same shall be monitored by the Stock Exchange. The spread (difference between the sell and
the buy quote) shall not be more than 10% or as specified by the stock exchange from time to time and the
same shall be updated in Prospectus. Further, the Market Maker(s) shall inform the Exchange in advance
for each and every black out period when the quotes are not being offered by the Market Maker(s).
2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements
and other particulars as specified or as per the requirements of National Stock Exchange of India Limited
and SEBI from time to time.
3. The minimum depth of the quote shall be Rs. 1,00,000/-. However, the investors with holdings of value less
than Rs. 1,00,000/- shall be allowed to Issue their holding to the Market Maker (individually or jointly) in
that scrip provided that he sells his entire holding in that scrip in one lot along with a declaration to the
effect to the selling broker. Based on the IPO price of 51/- the minimum lot size is 2,000 Equity Shares thus
minimum depth of the quote shall be Rs. 1.02 lakhs until the same, would be revised by National Stock
Exchange of India Limited.
4. After a period of three (3) months from the market making period, the Market Maker would be exempted
to provide quote if the Shares of Market Maker in our Company reaches to 25% of Issue Size (including
the 2,12,000 Equity Shares out to be allotted under this Issue). Any Equity Shares allotted to Market Maker
under this Issue over and above 25% Equity Shares would not be taken in to consideration of computing
the threshold of 25% of Issue Size. As soon as the Shares of Market Maker in our Company reduce to 24%
of Issue Size, the Market Maker will resume providing 2-way quotes.
5. There shall be no exemption / threshold on downside. However, in the event the Market Maker exhausts his
inventory through market making process, National Stock Exchange of India Limited may intimate the same
to SEBI after due verification.
6. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the
quotes given by him.
7. There would not be more than five Market Makers for the Company’s Equity Shares at any point of time
and the Market Makers may compete with other Market Makers for better quotes to the investors. At this
stage, Pantomath Stock Brokers Private Limited is acting as the sole Market Maker.
8. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will
happen as per the equity market hours. The circuits will apply from the first day of the listing on the
discovered price during the pre-open call auction. The securities of the company will be placed in SPOS
and would remain in Trade for Trade settlement for 10 days from the date of listing of Equity share on the
Stock Exchange.
9. The shares of the company will be traded in continuous trading session from the time and day the company
gets listed on EMERGE Platform of National Stock Exchange of India Limited and market maker will
remain present as per the guidelines mentioned under National Stock Exchange of India Limited and SEBI
circulars.
10. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20,
2012, has laid down that for Offer size up to Rs. 250 crores, the applicable price bands for the first day shall
be:
i. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the equilibrium price.
ii. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the Offer price.
Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading.
The following spread will be applicable on the SME Exchange Platform.
No. Market Price Slab (In Rs.) Proposed spread (in
% to sale price)
1 Upto 50 9
2 50 to 75 8
3 75 to 100 6
Page 65 of 295
4 Above 100 5
11. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily
/ fully from the market – for instance due to system problems, any other problems. All controllable reasons
require prior approval from the Exchange, while force-majeure will be applicable for non-controllable
reasons. The decision of the Exchange for deciding controllable and non-controllable reasons would be
final.
12. The Market Maker shall have the right to terminate said arrangement by giving one month notice or on
mutually acceptable terms to the Lead Manager, who shall then be responsible to appoint a replacement
Market Maker(s).
In case of termination of the above mentioned Market Making agreement prior to the completion of the
compulsory Market Making period, it shall be the responsibility of the Lead Manager to arrange for another
Market Maker(s) in replacement during the term of the notice period being served by the Market Maker but
prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with
the requirements of regulation 261 of the SEBI (ICDR) Regulations. Further the Company and the Lead
Manager reserve the right to appoint other Market Maker either as a replacement of the current Market
Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not
exceed 5 (five) or as specified by the relevant laws and regulations applicable at that particulars point of
time. The Market Making Agreement is available for inspection at our Registered Office from 11.00 a.m.
to 5.00 p.m. on working days.
13. EMERGE platform of National Stock Exchange of India Limited will have all margins which are applicable
on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin,
Special margins and Base Minimum Capital etc. National Stock Exchange of India Limited can impose any
other margins as deemed necessary from time-to-time.
14. National Stock Exchange of India Limited will monitor the obligations on a real time basis and punitive
action will be initiated for any exceptions and / or non-compliances. Penalties / fines may be imposed by
the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular
security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to
time. The Exchange will impose a penalty on the Market Maker in case he is not present in the market
(offering two way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well
as suspension in market making activities / trading membership.
15. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties /
fines / suspension for any type of misconduct / manipulation / other irregularities by the Market Maker from
time to time.
16. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper
side for Market Makers during market making process has been made applicable, based on the issue size
and as follows:
Buy quote exemption threshold Re-Entry threshold for buy quote
Issue size (including mandatory initial (including mandatory initial
inventory of 5% of the Issue Size) inventory of 5% of the Issue Size)
Up to Rs. 20 Crore 25% 24%
Rs. 20 crore to Rs. 50
20% 19%
crore
Rs. 50 to Rs. 80 crore 15% 14%
Above Rs. 80 crore 12% 11%
The Market Making arrangement, trading and other related aspects including all those specified above shall
be subject to the applicable provisions of law and / or norms issued by SEBI / National Stock Exchange of
India Limited from time to time.
All the above mentioned conditions and systems regarding the Market Making Arrangement are subject to
change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from
time to time.
Page 66 of 295
CAPITAL STRUCTURE
Our Equity Share capital, as on the date of this Draft Prospectus and after giving effect to the Issue is set forth
below:
Amount (Rs. in lakhs, except share data)
Aggregate
Aggregate
Particulars Value at Issue
Nominal Value
Price
A. Authorised Share Capital
1,70,00,000 Equity Shares of Rs. 10/- each. 1,700.00 -
B. Issued, Subscribed And Paid-Up Share Capital Before The
Issue
1,18,27,410 Equity Shares of Rs. 10/- each 1,182.74 -
C. Present Issue In Terms Of This Draft Prospectus
Issue of 42,30,000 Equity Shares of Rs. 10/- each at a price of
423.00 2,157.30
Rs. 51/- per Equity Share
Consisting:
Reservation for Market Maker –
2,12,000 Equity Shares of face value of Rs. 10/- each reserved 21.20 108.12
as Market Maker Portion at a price of Rs. 51/- per Equity Share
Net Issue to Public –
40,18,000 Equity Shares of face value of Rs. 10/- each at a 401.80 2,049.18
price of Rs. 51/- per Equity Share
Of the Net Issue to the Public
Allocation to Retail Individual Investors of 20,10,000 Equity
201.00 1,025.10
Shares
Allocation to other than Retails Individual Investors of
200.80 1,024.08
20,08,000 Equity Shares
D. Issued, Subscribed And Paid-Up Share Capital After The
Issue
Equity Shares of Rs. 10/- each 1,605.74
E. Securities Premium Account
Before the Issue 1,870.41
After the Issue 3,604.71
The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on
September 18, 2019 and by the shareholders of our Company vide a special resolution passed pursuant to
section 62(1)(c) of the Companies Act, 2013 at the Extra-ordinary General Meeting held on September 23,
2019.
The Company has only one class of share capital i.e. Equity Shares of face value of Rs. 10/- each only. All
Equity Shares issued are fully paid-up.
Our Company has no outstanding convertible instruments as on the date of this Draft Prospectus.
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Notes to Capital Structure
1. Details of change in authorised share capital since incorporation
Since the incorporation of our company, the authorised share capital of our company has been altered in the
manner set forth below: -
(1) Initial Subscribers to Memorandum of Association subscribed 10,000 Equity Shares of face value of Rs. 10
each fully paid at par as per the details given below:
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S. No. Name of Allottee No. of Shares Allotted
1. Anilkumar Agrawal 5,000
2. Dimple Mangal 5,000
3. Hemlata Mangal 5,000
4. Manju Agrawal 5,000
5. Rachna Agrawal 5,000
6. Sajjankumar Agrawal 5,000
7. Sonali Agrawal 5,000
8. Shrishank Securities Private Limited 10
9. Suman Finstocks Private Limited 10
Total 35,020
(3) Right Issue* of 5,00,000 Equity Shares of face value of Rs. 10 each fully paid at a premium of Rs. 90 per
Equity Share on March 31, 2018 as per the details given below:
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S. No Name of Allottee No. of Shares Allotted
12. Mahesh kumar Rajgor 5,714
13. Paresh kumar Rajgor 5,714
14. Vasant kumar Rajgor* 5,714
15. Zenishaben Rajgor 5,714
Total 17,80,462
* Existing shareholders have been allotted shares pursuant to conversion of their unsecured loan outstanding
with the company on the date of allotment. Further, their remaining entitlement has been renounced in favour
of new shareholders who has infused fresh funds.
(5) Bonus Issue of 93,01,928 Equity Shares of face value of Rs. 10 each fully paid in the ratio of 4:1 i.e. four
equity share for every one equity share held, allotted on September 03, 2019, as per the details given below:
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S. No Name of Allottee No. of Shares Allotted
2. Chandrark Kothadia 10,000
3. Rahul Mehta 10,000
4. Vasant Mehta 10,000
5. Saritadevi Tibrewala 8,000
6. Radhakrishan Kunhaboo Nair 2,000
7. Rajesh Teli 2,000
8. Krunal Kadiya 2,000
9. Vaishaliben Patel 2,000
10. Fulchandrabhai Parekh 2,000
11. Ashish Jethaliya 2,000
12. Virendra Parmar 2,000
13. Pradip Kuril 2,000
14. Darney Pullarkot 2,000
15. Thamban Nanu Ezhava 2,000
16. Manas Kiran Shah 2,000
17. Vikas Singh Panwar 2,000
18. Bipendra Singh Shekhawat 2,000
19. Shekhavat Shaitan Singh 2,000
20. Jatin Mahesh Viyala 2,000
21. Kunal Shah 2,000
22. Rutu Shah 2,000
23. Maulik Vekariya 500
24. Rajguru Ekta Hasmukhbhai 500
25. Kailashchandra Agrawal 8,000
26. Sachin Rajendra Modi 55,500
27. Shashi Modi 53,500
Total 2,00,000
3. We have not issued any Equity Shares for consideration other than cash except as mentioned below:
Date of Issue
No. of Equity Face Value Price Reasons for Benefits accrued to
Allotment / Fully
Shares allotted (in Rs.) allotment our Company
Paid - up (in Rs.)
Conversion of
March 31, 2018* 5,00,000 10 100 Right Issue
Unsecured Loan
Conversion of
March 31, 2019** 13,37,593 10 140 Right Issue
Unsecured Loan
September 03, Capitalization of
93,01,928 10 Nil Bonus Issue
2019*** reserves
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.*For list of allottees, see note 3 of paragraph titled “History of Equity Share Capital of our Company”
mentioned above.
** For list of allottees, see note 4 of paragraph titled “History of Equity Share Capital of our Company”
mentioned above
*** For list of allottees, see note 5 of paragraph titled “History of Equity Share Capital of our Company”
mentioned above
4. As on date of this Draft Prospectus, our Company has not allotted any Equity Shares pursuant to any scheme
approved under sections 391-394 of the Companies Act, 1956 and/or sections 230-232 of the Companies
Act, 2013.
5. Our company has not issued any shares pursuant to an Employee Stock Option Scheme.
6. Our Company has not revalued its assets since inception and have not issued any Equity Shares (including
bonus shares) by capitalizing any revaluation reserves.
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7. We have not issued any shares at price below than issue price within last one year from the date of this Draft Prospectus except as given below:
No. of Equity Face Issue Nature of Reasons for Name of Allottee Number of Whether Forming part
Date of Shares allotted Value Price (in Considera allotment Shares of Promoter Group
Allotment (in Rs.) tion
Rs.)
Romal Bafna 10,000 No
Chandrark Kothadia 10,000 No
Rahul Mehta 10,000 No
Vasant Mehta 10,000 No
Saritadevi Tibrewala 8,000 No
Radhakrishan Kunhaboo Nair 2,000 No
Rajesh Teli 2,000 No
Krunal Kadiya 2,000 No
Vaishaliben Patel 2,000 No
Fulchandrabhai Parekh 2,000 No
Ashish Jethaliya 2,000 No
Virendra Parmar 2,000 No
Pradip Kuril 2,000 No
October 16, Preferential
2,00,000 10 28 Cash Darney Pullarkot 2,000 No
2019 Allotment
Thamban Nanu Ezhava 2,000 No
Manas Kiran Shah 2,000 No
Vikas Singh Panwar 2,000 No
Bipendrasingh Shekhawat 2,000 No
Shekhavat Shaitan Singh 2,000 No
Jatin Mahesh Viyala 2,000 No
Kunal Shah 2,000 No
Rutu Shah 2,000 No
Maulik Vekariya 500 No
Rajguru Ekta Hasmukhbhai 500 No
Kailashchandra Agrawal 8,000 No
Sachin Modi 55,500 No
Shashi Modi 53,500 No
Total 2,00,000
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8. As on the date of this Draft Prospectus, our Company does not have any preference Share Capital.
9. Build-up of Promoters’ shareholding, Promoter’s contribution and lock-in
i. Build - up of Promoters’ shareholdings:
As on the date of this Draft Prospectus, our Promoters Vipin Prakash Mangal, Chanakya Prakash Mangal and Chandragupt Prakash Mangal together hold 52,29,915
Equity Shares, constituting 44.22% of the issued, subscribed and paid-up Share capital of our Company.
1) Vipin Prakash Mangal
Date of Allotment/ No. of Face value Issue/ Acquisition/ Nature of transaction % Pre-Issue % Post-Issue Pledge
Transfer/ when made Equity per share Transfer price shareholding shareholding
fully paid up Shares (Rs.) (Rs.)*
June 15, 2012 4,400 10 10 Transfer from Abhinav Agrawal 0.04% 0.03% No
10 10 Transfer from Vedant Sanjay Prakash
October 24, 2013 4,400 0.04% 0.03% No
Mangal
October 24, 2013 4,400 10 10 Transfer from Sanjay Prakash Mangal 0.04% 0.03% No
October 24, 2013 (4,400) 10 10 Transfer to Chanakya Prakash Mangal (0.04%) (0.03%) No
March 31, 2018 31,000 10 100 Rights Issue 0.26% 0.19% No
October 22, 2018 55,000 10 100 Transfer from Rashmi Mangal 0.47% 0.34% No
March 31, 2019 96,588 10 140 Rights Issue 0.82% 0.60% No
September 03, 2019 7,65,552 10 Nil Bonus Issue 6.47% 4.77% No
Total 9,56,940 8.09% 5.96%
*Cost of acquisition excludes Stamp Duty and the shares were made fully paid on the date of allotment.
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2) Chanakya Prakash Mangal
Date of Allotment/ No. of Face Issue/ Acquisition/ Nature of transaction % Pre-Issue % Post-Issue Pledge
Transfer/ when made Equity value per Transfer price shareholding shareholding
fully paid up Shares share (Rs.)*
(Rs.)
June 15, 2012 4,400 10 10 Transfer from Rachna Agrawal 0.04% 0.03% No
October 24, 2013 4,400 10 10 Transfer from Vipin Prakash Mangal 0.04% 0.03% No
March 31, 2018 1,55,000 10 100 Rights Issue 1.31% 0.97% No
March 31, 2019 2,51,023 10 140 Rights Issue 2.12% 1.56% No
Transfer to Anil Dharramdarshi, No
Kanchanben Jesalpura and Rekha
May 04, 2019 (3) 10 (140) Sheladia Negligible Negligible
(1 share to each)
September 03, 2019 16,59,280 10 Nil Bonus Issue 14.03% 10.33% No
Total 20,74,100 17.54% 12.92%
*Cost of acquisition excludes Stamp Duty and the shares were made fully paid on the date of allotment.
3) Chandragupt Prakash Mangal
Date of Allotment/ No. of Face Issue/ Acquisition/ Nature of transaction % Pre-Issue % Post-Issue Pledge
Transfer/ when made Equity value per Transfer price shareholding shareholding
fully paid up Shares share (Rs.)*
(Rs.)
June 15, 2012 4,400 10 10 Transfer from Sajjankumar Agrawal 0.04% 0.03% No
October 24, 2013 4,400 10 10 Transfer from Omprakash Mangal 0.04% 0.03% No
March 31, 2018 1,55,000 10 100 Rights Issue 1.31% 0.97% No
March 31, 2019 2,75,976 10 140 Rights Issue 2.33% 1.72% No
May 04, 2019 (1) 10 (140) Transfer to Sridevi Yatin Shah Negligible Negligible No
Page 75 of 295
Date of Allotment/ No. of Face Issue/ Acquisition/ Nature of transaction % Pre-Issue % Post-Issue Pledge
Transfer/ when made Equity value per Transfer price shareholding shareholding
fully paid up Shares share (Rs.)*
(Rs.)
September 03, 2019 17,59,100 10 Nil Bonus Issue 14.87% 10.96% No
Total 21,98,875 18.59% 13.69%
*Cost of acquisition excludes Stamp Duty and the shares were made fully paid on the date of allotment.
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ii) Details of Promoter’s Contribution locked in for three years:
Pursuant to Regulation 236 and 238 of SEBI ICDR Regulations, an aggregate of 20% of the
post-Issue capital held by our Promoters shall be considered as Promoter‘s Contribution
("Promoters Contribution") and shall be locked-in for a period of three years from the date of
allotment of equity shares issued pursuant to this Issue. The lock-in of the Promoters’
Contribution would be created as per applicable law and procedure and details of the same shall
also be provided to the Stock Exchange before listing of the Equity Shares.
Our Promoters have given written consent to include such number of Equity Shares held by
them and subscribed by them as a part of Promoters’ Contribution constituting 20% of the post
Issue Equity Shares of our Company and have agreed not to sell or transfer or pledge or
otherwise dispose of in any manner, the Promoters Contribution, for a period of three years
from the date of allotment in the Issue. The Equity Shares which are being locked in for 3
(three) years from the date of Allotment are as follows:
Date of Allotment/ No. of Face Issue Nature % of Post Lock in
transfer/ made fully Equity Value Price of Issue Period
paid up shares Allotme shareholdi
locked- nt ng
in*
Vipin Prakash Mangal
September 03, 2019 7,65,552 10 Nil Bonus 4.77% 3 Year
Chanakya Prakash Mangal
September 03, 2019 12,22,974 10 Nil Bonus 7.62% 3 Years
Chandragupt Prakash Mangal
September 03, 2019 12,22,974 10 Nil Bonus 7.62% 3 Years
Total 32,11,500 10 Nil Bonus 20.00% 3 Years
The Minimum Promoters’ Contribution has been brought in to the extent of not less than the
specified minimum lot and from the persons defined as ‘promoter’ under the SEBI ICDR
Regulations. The Equity Shares that are being locked in are not ineligible for computation of
Promoters’ Contribution in terms of Regulation 237 of the SEBI ICDR Regulations. In
connection, we confirm the following:
a) The Equity Shares offered for minimum 20% Promoters’ Contribution have not been
acquired in the three years preceding the date of this Draft Prospectus for consideration
other than cash and revaluation of assets or capitalization of intangible assets nor resulted
from a bonus issue out of the revaluation reserves or unrealized profits of the Company or
against Equity Shares which are otherwise ineligible for computation of Promoters’
contribution;
b) The minimum Promoters’ contribution does not include Equity Shares acquired during the
one year preceding the date of this Draft Prospectus at a price lower than the Issue Price;
c) No equity shares have been issued to our promoter upon conversion of a partnership firm
during the preceding one year at a price less than the Issue price.
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d) The Equity Shares held by the Promoters and offered for minimum Promoters’ contribution
are not subject to any pledge;
e) All the Equity Shares of our Company held by the Promoters are in dematerialized form;
and
f) The Equity Shares offered for Promoter’s contribution do not consist of Equity Shares for
which specific written consent has not been obtained from the Promoter for inclusion of its
subscription in the Promoter’s contribution subject to lock-in.
iii) Details of Share Capital locked in for one year
Pursuant to regulation 238(b) and 239 of the SEBI (ICDR) Regulations, 2018, other than the
above Equity Shares that are locked in for three years, the entire pre-Issue Equity Share capital
of our Company shall be locked-in for a period of one year from the date of allotment in the
Public Issue.
iv) Other requirements in respect of lock-in:
Pursuant to Regulation 242 of the SEBI ICDR Regulations, the locked-in Equity Shares held
by the Promoters, as specified above, can be pledged only with scheduled commercial banks
or public financial institutions as collateral security for loans granted by such scheduled
commercial banks or public financial institution, provided that the pledge of the Equity Shares
is one of the terms of the sanction of the loan.
Provided that securities locked in as Promoters’ Contribution for 3 years under Regulation
242(a) of the SEBI ICDR Regulations may be pledged only if, in addition to fulfilling the above
requirement, the loan has been granted by such scheduled commercial bank or public financial
institution for the purpose of financing one or more of the objects of the Issue.
Provided that such lock-in shall continue pursuant to the invocation of the pledge and such
transferee shall not be eligible to transfer the specified securities till the lock-in period
stipulated in these regulations has expired.
The Equity Shares held by our Promoters which are locked-in may be transferred to and
amongst the Promoter Group entities or to any new promoter or persons in control of our
Company, subject to continuation of the lock-in in the hands of the transferees for the remaining
period and compliance with the Takeover Regulations, as applicable.
Further, pursuant to Regulation 243 of the SEBI ICDR Regulations, the Equity Shares held by
persons other than the Promoters prior to the Issue may be transferred to any other person
holding the equity shares which are locked-in as per Regulation 239 of the SEBI ICDR
Regulations, along with the equity shares proposed to be transferred, provided that lock-in on
such equity shares will continue for the remaining period with the transferee and such transferee
shall not be eligible to transfer such Equity Shares till the lock-in period stipulated under the
SEBI ICDR Regulations has ended and in compliance with the Takeover Code, as applicable.
We further confirm that our Promoters’ Contribution of 20.00 % of the post Issue Equity Share
capital does not include any contribution from Alternative Investment Fund, foreign venture
capital investors, scheduled commercial banks, public financial institutions or insurance
companies registered with Insurance Regulatory and Development Authority of India.
10. Except as mentioned below, there were no shares purchased/sold by the Promoter(s) and
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Promoter Group, directors of our Company and their relatives during last six months
Date of Name of Allot tee/ Party Number of Face Issue Reason of
Allotment/ Transferee Category Shares Value Price/ Allotment/
transfer Allotted/ Transfer Transfer
Transferred Price
May 04, Chanakya Prakash Promoter (3) 10 140 Transfer
2019 Mangal
May 04, Chandragupta Prakash Promoter (1) 10 140 Transfer
2019 Mangal
September Promoter
Rashmi Mangal 7,25,512
03, 2019 Group
September Promoter
Hemlata Mangal 55,236
03, 2019 Group
September
Promoter 7,65,552
03, 2019 Vipin Prakash Mangal
September Chanakya Prakash Promoter 16,59,280
03, 2019 Mangal Bonus
10 NA
September Chandragupta Prakash Promoter 17,59,100 Issue
03, 2019 Mangal
September Promoter 11,42,860
Om Prakash Mangal
03, 2019 Group
September Manglam Woldwide Promoter
14,00,004
03, 2019 Private Limited Group
September Zaddoc Nutritions Promoter
16,11,488
03, 2019 Private Limited Group
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Number of Locked in
pledged or otherwise
Voting Rights
held in each
Number of
Number of Shares
securities
shares (calculated as per SCRR, 1957)
No. of fully paid up equity shares held
class of
No. of shares underlying Depository
encumbered
Shareholding as % of total no. of
dematerialised form
Category
Total as a % of (A+B+C)
Receipts
Others Y
Equity X
As a % of total
As a % of total
Shares held(b)
Total
Class
Class
Shares held
No. (a)
No. (a)
(b)
(XI)=
(VII) = (VIII) As
(VII)+(X)
(I) (II) (III) (IV) (V) (VI) (IV)+(V) a % of (IX) (X) (XII) (XIII) (XIV)
As a % of
+ (VI) (A+B+C2)
(A+B+C2)
A Promoter
&
8 1,13,98,790 - - 1,13,98,790 96.38 1,13,98,790 - 1,13,98,790 96.38 - - - - - - 1,13,98,790
Promoter
Group
B Public 39 4,28,620 - - 4,28,620 3.62 4,28,620 - 4,28,620 3.62 - - - - - - 4,28,620
C Non-
Promoter - - - - - - - - - - - - - - - - -
Non Public
C1 Shares
Underlying - - - - - - - - - - - - - - - - -
DRs
C2 Shares
Held By
- - - - - - - - - - - - - - - - -
Employee
Trust
Total 47 1,18,27,410 - - 1,18,27,410 100 1,18,27,410 - 1,18,27,410 100 - - - - - - 1,18,27,410
*As on the date of this Draft Prospectus 1 Equity Shares holds 1 vote.
**All Equity Shares of our Company outstanding prior to the issue will be locked in as mentioned above prior to Listing of Shares on NSE EMERGE.
Note: PAN of shareholders will be provided to the Stock Exchange by our Company prior to listing of its Equity Shares on the Stock Exchange.
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Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of
the SEBI (LODR) Regulations, one day prior to the listing of the Equity shares. The Shareholding pattern will
be uploaded on the website of National Stock Exchange of India Limited before commencement of trading of
such Equity Shares.
***In terms of SEBI Listing Regulations, our Company ensured that the Equity Shares held by the Promoters /
members of the Promoter Group are dematerialised.Following are the details of the holding of securities of
persons belonging to category “Promoter and Promoter Group”.
The details of the holding of securities (including shares, warrants, convertible securities) of persons belonging
to the category Promoters and Promoter Group are as under:
Pre-Issue Post-Issue
S. No. of % of Pre-
Name of Shareholder No. of Equity % of Post -
No. Equity Issue
Shares Issue Capital
Shares Capital
(I) (II) (III) (IV) (V) (VI)
Promoters
1. Vipin Prakash Mangal 9,56,940 8.09% 9,56,940 5.96%
2. Chanakya Prakash Mangal 20,74,100 17.54% 20,74100 12.92%
3. Chandragupt Prakash Mangal 21,98,875 18.59% 21,98,875 13.69%
Sub-Total (A) 52,29,915 44.22% 52,29,915 32.57%
Promoter-Group
4. Rashmi Mangal 9,06,890 7.67% 9,06,890 5.65%
5. Hemlata Mangal 69,045 0.58% 69,045 0.43%
6. Om Prakash Mangal 14,28,575 12.08% 14,28,575 8.90%
7. Mangalam Worldwide Pvt Ltd 17,50,005 14.80% 17,50,005 10.90%
8. Zaddoc Nutrition Pvt Ltd 20,14,360 17.03% 20,14,360 12.54%
Sub-Total (B) 61,68,875 52.16% 61,68,875 38.42%
TOTAL (A)+(B) 1,13,98,790 96.38% 1,13,98,790 70.99%
12. The list of the shareholders of the company holding 1% or more of the paid up share capital aggregating
to 80% or more of the paid up share capital of the company:
a. As on the date of this Draft Prospectus:
% of the total Pre
Sr. Number of Equity
Name of Shareholders Issue Paid-up Share
No. Shares
Capital
1. Chandragupt Prakash Mangal 21,98,875 18.59
2. Chanakya Prakash Mangal 20,74,100 17.54
3. Zaddoc Nutritions Private Limited 20,14,360 17.03
4. Mangalam Worldwide Private Limited 17,50,005 14.80
5. Om Prakash Mangal 14,28,575 12.08
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6. Vipin Prakash Mangal 9,56,940 8.09
7. Rashmi Mangal 9,06,890 7.67
Total 1,13,29,745 95.79%
b. Ten days prior to the date of the Draft Prospectus:
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/ Employee Stock Purchase Plan from the proposed issue. As and when, options are granted to our
employees under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share
Based Employee Benefits) Regulations, 2014.
14. Neither the Lead Manager viz. Pantomath Capital Advisors Private Limited, nor their associates hold any
Equity Shares of our Company as on the date of this Draft Prospectus. However, the associates and affiliates
of the Lead Manager may subscribe the Equity Shares in the Issue, in the Non-Institutional Category as
may be applicable to such Applicants, where the allocation is on a proportionate basis and such subscription
may be on their own account or on behalf of their clients.
15. There are no Equity Shares against which depository receipts have been issued.
16. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from the date of the Draft Prospectus
until the Equity Shares have been listed. Further, our Company does not intend to alter its capital structure
within six months from the date of opening of the issue, by way of split / consolidation of the denomination
of Equity Shares. However, our Company may further issue Equity Shares (including issue of securities
convertible into Equity Shares) whether preferential or otherwise after the date of the listing of equity
shares to finance an acquisition, merger or joint venture or for regulatory compliance or such other scheme
of arrangement or any other purpose as the Board may deem fit, if an opportunity of such nature is
determined by its Board of Directors to be in the interest of our Company.
17. None of the persons/entities comprising our Promoter Group or our Directors or their relatives or our
Company have financed the purchase by any other person of securities of our Company other than in the
normal course of the business of any such entity/individual or otherwise during the period of six months
immediately preceding the date of filing of this Draft Prospectus.
18. We shall ensure that transactions in Equity Shares by the Promoter and members of the Promoter Group,
if any, between the date of filing the Draft Prospectus and the Issue Closing Date shall be reported to the
Stock Exchanges within 24 hours of such transactions being completed.
19. Our Company, our Directors and the Lead Manager have not entered into any buy back or standby or
similar arrangements for the purchase of Equity Shares being offered through the issue from any person.
20. As on date of this Draft Prospectus there are no outstanding warrants, options or rights to convert
debentures loans or other financial instruments into our Equity Shares.
21. All the Equity Shares of our Company are fully paid up as on the date of the Draft Prospectus. Further,
since the entire issue price in respect of the Issue is payable on application, all the successful applicants
will be issued fully paid-up equity shares and thus all shares offered through this issue shall be fully paid-
up.
22. As per RBI regulations, OCBs are not allowed to participate in this Issue.
23. Our Company has not raised any bridge loans against the proceeds of the Issue.
24. Our Company undertakes that at any given time, there shall be only one denomination for our Equity
Shares, unless otherwise permitted by law.
25. Our Company shall comply with such accounting and disclosure norms as specified by SEBI from time to
time.
26. An applicant cannot make an application for more than the number of Equity Shares being issued through
this issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each
category of investors.
27. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise shall be
made either by us or our Promoters to the persons who receive allotments, if any, in this issue.
28. Our Company has 47 shareholders as on the date of filing of this Draft Prospectus.
29. Our Promoters and the members of our Promoter Group will not participate in this Issue.
30. Our Company has not made any public issue since its incorporation.
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31. For the details of transactions by our Company with our Promoter Group, Group Companies during the
period ended on 30 June, 2019 and financial years ended March 31, 2019, 2018 and 2017, please refer to
paragraph titled Details of Related Parties Transactions as restated in the chapter titled “Restated Financial
Information” on page 192 of this Draft Prospectus.
32. None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except as stated
in the chapter titled “Our Management” beginning on page 159 of this Draft Prospectus.
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OBJECTS OF THE ISSUE
Requirement of Funds
The proceeds of the Issue, after deducting Issue related expenses, are estimated to be Rs. 2,110.00 lakhs (the
“Net Proceeds”).
We intend to utilize the Net Proceeds from Issue towards the following objects:
1. Funding the working capital requirements of our Company; and
2. General corporate purposes.
(Collectively, herein referred to as the “Objects”)
The main objects clause of our Memorandum of Association and the objects incidental and ancillary to the main
objects enables us to undertake the activities for which funds are being raised in the Issue. The existing activities
of our Company are within the objects clause of our Memorandum of Association.
Also, we believe that the listing of Equity Shares will enhance our Company’s corporate image, brand name
and create a public market for our Equity Shares in India.
ISSUE PROCEEDS
The details of the Issue Proceeds are set out in the following table:
(Rs. in lakhs)
Particulars Estimated Amount
Gross Proceeds of the Issue 2,157.30
Less- Issue related expenses 47.30
Net Proceeds 2,110.00
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To the extent our Company is unable to utilise any portion of the Net Proceeds towards the Objects, as per the
estimated schedule of deployment specified above, our Company shall deploy the Net Proceeds in the
subsequent Financial Years towards the Objects.
MEANS OF FINANCE
The fund requirement set out for the aforesaid objects will be met through the Net Proceeds to the extent of Rs.
1,700.00 lakhs and balance through internal accruals/ net worth/secured loans and short term bank finance.
Further details of funding of objects is given below:
(Rs. in lakhs)
Internal Accruals/ Net Short Term
Amount
Objects of the Issue IPO Proceeds worth/ Secured Loans/ Cash Credit
Required
Unsecured Loans Facility
Funding the working 8,000.17 1,700.00 3,300.17 3,000.00
capital requirements of our
Company
General Corporate Purpose 410.00 410.00 - -
Accordingly, we confirm that we are in compliance with the requirement to make firm arrangements of finance
under Regulation 230 (1) (e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of
the stated means of finance, excluding the amount to be raised through the Net Proceeds and existing identifiable
internal accruals.
APPRAISAL BY APPRAISING AGENCY
The fund requirement and deployment is based on internal management estimates and has not been appraised
by any bank or financial institution.
The fund requirements are based on current circumstances of our business and our Company may have to revise
its estimates from time to time on account of various factors beyond its control, such as market conditions,
competitive environment, costs of commodities and interest or exchange rate fluctuations. Consequently, the
fund requirements of our Company are subject to revisions in the future at the discretion of the management. In
the event of any shortfall of funds for the activity proposed to be financed out of the Net Proceeds as stated
above, our Company may re-allocate the Net Proceeds to the activities where such shortfall has arisen, subject
to compliance with applicable laws. Further, in case of a shortfall in the Net Proceeds, our management may
explore a range of options including utilising our internal accruals or seeking debt financing.
Details of the Objects
The details of the objects of the Fresh Issue are set out below.
1. Funding the working capital requirements of our Company
We fund the majority of our working capital requirements in the ordinary course of our business from our
internal accruals, net worth and financing from various banks and financial institutions. Our Company’s
existing working capital requirement and funding on the basis of Restated Standalone Financial Statements
for Fiscal 2018 and for Fiscal 2019 are as stated below:
(Rs. in lakhs)
Fiscal 2018 Fiscal 2019
Particulars (Restated)
(Restated)
Current Assets
Inventories
- Raw Materials - 611.43
- Finished Goods - 636.27
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- Semi-Finished Goods - 229.54
Trade Receivables 175.78 887.07
Cash and Bank Balance 9.81 3.50
Short term loans & advances 27.95 1,192.12
Total (A) 213.54 3,559.93
Current Liabilities
Trade Payables 125.93 59.36
Other Current Liabilities & Short Term Provision 29.81 272.95
Total (B) 155.74 332.31
Current Liabilities
Trade Payables 51.30
Other Current Liabilities & Short Term Provision 224.20
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Total (B) 275.50
Funding Pattern
Short-term borrowings from banks 3,000.00
Internal Accrual/Networth and Unsecured Loans 3,300.17
Proceeds from IPO 1,700.00
Current Assets
Raw Material- We have assumed raw material inventory of 1.00 months for
the Fiscal 2020 as against raw material Inventory of 0.40 months for the Fiscal
2019 as we expect to increase our production which requires more level of raw
material in coming year.
Semi-Finished Goods- We have assumed almost similar Semi-Finished
Inventories
Goods Inventory period for the Fiscal 2020 as compared to Fiscal 2019 to keep
in line with our increase in business operation.
Finished Goods- We have assumed finished goods inventory of 0.28 months
for Fiscal 2020 as compared to 0.23 months for Fiscal 2019 to keep in line with
our expected increase in finished goods turnover in coming year.
Our Company shall give credit facility of around 0.50 months to our debtors
for Fiscal 2020 as compared to 0.32 months for Fiscal 2019. Going forward
Trade receivables
our Company intends to provide liberal credit facility to our debtors to increase
our business operation.
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Current Liabilities
We have assumed trade payables period of 0.01 month for the Fiscal 2020 as
against credit period of 0.02 month for Fiscal 2019 and 0.59 month for Fiscal
2018 as we intend to decrease the credit period expected from our creditors
Trade Payables
due to fulfilment of our working capital requirements through our proposed
initial public Issue. This would help us in maintaining good relations with our
creditors.
Our Company proposes to utilize Rs. 1,700.00 lakhs of the Net Proceeds in Fiscal 2020 towards our working
capital requirements. The balance portion of our working capital requirement for the Fiscal 2020 will be
arranged from existing bank borrowings and internal accruals/ net worth.
2. General Corporate Purposes
The Net Proceeds will be first utilized towards the Objects as mentioned as mentioned above. The balance is
proposed to be utilized for general corporate purposes, subject to such utilization not exceeding 25% of the
amount being raised by our Company, in compliance with the SEBI ICDR Regulations. Our Company intends
to deploy the balance Net Proceeds, if any, for general corporate purposes, subject to above mentioned limit, as
may be approved by our management, including but not restricted to, the following:
(i) strategic initiatives
(ii) brand building and strengthening of marketing activities; and
(iii) On-going general corporate exigencies or any other purposes as approved by the Board subject to
compliance with the necessary regulatory provisions.
The quantum of utilization of funds towards each of the above purposes will be determined by our Board of
Directors based on the permissible amount actually available under the head “General Corporate Purposes” and
the business requirements of our Company, from time to time. We, in accordance with the policies of our Board,
will have flexibility in utilizing the Net Proceeds for general corporate purposes, as mentioned above.
ISSUE RELATED EXPENSES
The expenses for this Issue include issue management fees, underwriting fees, registrar fees, legal advisor fees,
printing and distribution expenses, advertisement expenses, depository charges and listing fees to the Stock
Exchange, among others. The total expenses for this Issue are estimated not to exceed Rs. 47.30 Lakhs.
Expenses (% Expenses (%
Expenses
Expenses of total Issue of Gross Issue
(Rs in lakhs)
expenses) Proceeds)
Fees payable to the Lead Manager (including 38.00 80.34% 1.76%
Underwriting commission, Legal advisors, RTA,
printing & stationary and other marketing expenses)
Fees payable to the to the Regulators including 4.00 8.46% 0.19%
stock exchanges
Brokerage and selling commission payable to 3.50 7.40% 0.16%
Intermediaries1
Brokerage and selling commission payable to 0.20 0.42% 0.01%
Registered Brokers2
Processing fees to SCSBs for ASBA Applications 0.20 0.42% 0.01%
procured by the members of the Registered Brokers
and submitted with the SCSBs3
Processing fees to Issuer banks for UPI Mechanism 0.10 0.21% 0.00%
w.r.t application Forms procured by the members
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Expenses (% Expenses (%
Expenses
Expenses of total Issue of Gross Issue
(Rs in lakhs)
expenses) Proceeds)
of the Registered Brokers, RTAs or the CDPs and
submitted to them4
Others (bankers to the Issue, auditor‘s fees etc.) 1.30 2.75% 0.06%
Total estimated Issue expenses 47.30 100.00% 2.19%
*As on the date of the Prospectus, Our Company has incurred [●] towards Issue Expenses out of internal
accruals.
1
Selling commission payable to the members of the CDPs, RTA and SCSBs, on the portion for RIIs and NIIs,
would be as follows:
Portion for RIIs [●]% ^ (exclusive of GST)
Portion for NIIs [●]% ^ (exclusive of GST)
^Percentage of the amounts received against the Equity Shares Allotted (i.e. the product of the number of Equity
Shares Allotted and the Issue Price).
Further, the Members of RTAs and CDPs will be entitled to application charges of Rs. [●]/- (plus applicable
GST) per valid ASBA Form. The terminal from which the application has been uploaded will be taken into
account in order to determine the total application charges payable to the relevant RTA/CDP.
2
Registered Brokers, will be entitled to a commission of Rs. [●]/- (plus GST) per Application Form, on valid
Applications, which are eligible for allotment, procured from RIIs and NIIs and submitted to the SCSB for
processing. The terminal from which the application has been uploaded will be taken into account in order to
determine the total processing fees payable to the relevant Registered Broker.
3
SCSBs would be entitled to a processing fee of Rs. [●]/- (plus GST) for processing the Application Forms
procured by the members of the Registered Brokers, RTAs or the CDPs and submitted to SCSBs.
4
Issuer banks for UPI Mechanism as registered with SEBI would be entitled to a processing fee of Rs. [●]/-
(plus GST) for processing the Application Forms procured by the members of the Registered Brokers, RTAs or
the CDPs and submitted to them.
BRIDGE FINANCING
We have not entered into any bridge finance arrangements that will be repaid from the Net Issue Proceeds.
However, we may draw down such amounts, as may be required, from an overdraft arrangement / cash credit
facility with our lenders, to finance the requirements until the completion of the Issue. Any amount that is drawn
down from the overdraft arrangement / cash credit facility during this period to finance project requirements
will be repaid from the Net Proceeds of the Issue.
INTERIM USE OF FUNDS
Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company shall deposit
the funds only in Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act,
1934.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of
the proceeds of the Issue as described above, it shall not use the funds from the Issue Proceeds for any investment
in equity and/or real estate products and/or equity linked and/or real estate linked products.
MONITORING UTILIZATION OF FUNDS
As the size of the Issue does not exceed Rs. 10,000 lakhs in terms of Regulation 262 of the SEBI (ICDR
Regulations, 2018, our Company is not required to appoint a monitoring agency for the purposes of this Issue.
Our Board and Audit Committee shall monitor the utilization of the Net Proceeds and will disclose the utilization
Page 90 of 295
of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such
amounts that have not been utilized. Our Company will indicate investments, if any, of unutilized Net Proceeds
in the balance sheet of our Company for the relevant Fiscal subsequent to receipt of listing and trading approvals
from the Stock Exchanges.
Pursuant to Regulation 32(5) of the Listing Regulations, our Company shall disclose to the Audit Committee
the uses and applications of the Net Proceeds. Our Company shall prepare an annual statement of funds utilized
for purposes other than those stated in this Prospectus, certified by the statutory auditors of our Company and
place it before the Audit Committee, as required under applicable laws. Such disclosure shall be made only until
such time that all the Net Proceeds have been utilized in full. Furthermore, in accordance with the Regulation
32(1) of the Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a
statement indicating (i) deviations, if any, in the utilization of the Net Proceeds of the Issue from the objects of
the Issue as stated above; and (ii) details of category wise variations in the utilization of the Net Proceeds of the
Issue from the objects of the Issue as states above. This information will also be published in newspapers
simultaneously with the interim or annual financial results, after placing the same before the Audit Committee
VARIATION IN OBJECTS
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company
shall not vary the objects of the Issue without our Company being authorized to do so by the Shareholders by
way of a special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to
the passing of such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required
under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in
the newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered
Office is situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to
such Shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as
may be prescribed by SEBI, in this regard.
OTHER CONFIRMATIONS
No part of the Net Proceeds will be paid by us to the Promoters and Promoter Group, the Directors, associates
or Key Management Personnel or Group Companies, except in the normal course of business and in compliance
with applicable law.
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BASIS FOR ISSUE PRICE
The Price has been determined by our Company in consultation with the Lead Manager, on the basis of an
assessment of market demand for the Equity Shares and on the basis of the qualitative and quantitative factors
as described below.
Investors should also refer to the sections titled “Risk Factors”, “Financial Information” and chapter titled
“Our Business” beginning on pages 35, 192 and 121 respectively of this Draft Prospectus, to have a more
informed view before making an investment decision. The trading price of the Equity Shares of our Company
could decline due to these risk factors and you may lose all or part of your investments.
QUALITATIVE FACTORS
Some of the qualitative factors, which form the basis for computing the price are:
Experienced Management Team;
Quality Control & Quality Assurance;
Diversified business model & customer base; and
Scalable Business Model.
For further details, refer to heading “Our Competitive Strengths” under the chapter titled “Our Business”
beginning on page 121 of this Draft Prospectus.
QUANTITATIVE FACTORS
The information presented below relating to the Company is based on the restated standalone financial
information of the Company for the period ended June 30, 2019 and for the Financial Year 2019, 2018 and 2017
and restated consolidated financial information for the period ended June 30, 2019 and for the Financial Year
2019 prepared in accordance with Indian GAAP, the Companies Act, 2013 and restated in accordance with
SEBI ICDR Regulations. For details, refer section titled “Financial Information” beginning on page 192 of this
Draft Prospectus.
Some of the quantitative factors, which may form the basis for computing the Issue Price, are as follows:
1. Basic and Diluted Earnings per Share (“EPS”) as adjusted for changes in Capital
As per Restated Consolidated Financial Information:
*Since our Company has started preparing its consolidated financial statements from the financial year 2018-
19 onwards, Basic & Diluted EPS for the year ended March 31, 2018 & for the year ended March 31, 2017
and weighted average EPS on consolidated basis are not applicable.
**Not Annualised
As per Restated Standalone Financial Information:
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Year/Period ended Basic & Diluted EPS (Rs.) Weight
March 31, 2017 0.10 1
March 31, 2018 0.28 2
March 31, 2019 2.20 3
June 30, 2019* 0.91
Weighted average 1.21
*Not Annualised
Note:-
1. Basic Earnings per share = Net profit/ (loss) after tax, as restated attributable to equity shareholders
/Weighted average number of equity shares outstanding during the year/period.
2. Diluted Earnings per share = Net profit after tax, as restated attributable to equity shareholders / Weighted
average number of potential equity shares outstanding during the year/period.
3. Weighted average EPS = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e.
[(EPS x Weight) for each fiscal] / [Total of weights].
4. Weighted average number of Equity Shares are the number of Equity Shares outstanding at the beginning
of the period/ year adjusted by the number of Equity Shares issued during the period/ year multiplied by the
time weighing factor. The time weighing factor is the number of days for which the specific shares are
outstanding as a proportion of total number of days during the period/ year.
5. Basic EPS and Diluted EPS calculations are in accordance with Accounting Standard 20 (AS-20) 'Earnings
per Share', notified under Section 133 of Companies Act, 2013 read together along with paragraph 7 of the
Companies (Accounts) Rules, 2014
6. The above ratios has been adjusted for issuance of bonus of 93,01,928 Equity Shares on September 03,
2019.
7. The face value of each Equity Share is Rs. 10.
2. Price to Earnings (P/E) ratio in relation to the Issue Price Rs. 51/- per Equity Share of face value of
Rs. 10 each fully paid up
*Since our Company has started preparing its consolidated financial statements from the financial year 2018-
19 onwards, Basic & Diluted EPS for the year ended March 31, 2018 & for the year ended March 31, 2017
and weighted average EPS on consolidated basis are not applicable.
Industry P/E ratio
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Particulars P/E ratio
Highest 36.18
Lowest 8.59
Average 22.39
*Since our Company has started preparing its consolidated financial statements from the financial year 2018-
19 onwards, Return on Net Worth for the year ended March 31, 2018 & for the year ended March 31, 2017 and
weighted average Return on Networth on consolidated basis are not applicable.
**Not Annualised
As per Restated Standalone Financial Information:
*Not Annualised
Notes:
1. Return on Net Worth (%) = Net Profit after tax attributable to equity shareholders, as restated / Net worth
as restated as at year end.
2. Weighted average RoNW = Aggregate of year-wise weighted RoNW divided by the aggregate of weights
i.e. (RoNW x Weight) for each year/Total of weights.
3. Net worth is aggregate value of the paid-up share capital of the Company and Reserve and Surplus,
excluding revaluation reserves if any, as per Restated Financial Information.
4. Net Asset Value (NAV) per Equity Share of Face Value of Rs 10 each
As per Restated Consolidated Financial Information:
Page 94 of 295
Particulars Rs. per Equity Share
Net Asset Value per Equity Share as on June 30, 2019 30.41
Net Asset Value per Equity Share after the Issue 35.45
Issue Price per equity share 51.00
Notes:
1. Net Asset Value Per Equity Share = Restated net worth, attributable to equity holders of the Company at
the end of the year/period. / Number of equity shares outstanding as at the end of year/period.
2. Net worth is aggregate value of the paid-up share capital of the Company and Reserve and Surplus
(excluding revaluation reserves, if any) and attributable to equity holders of the Company, if any, as per
Restated Financial Information.
3. The above ratios has been adjusted for issuance of bonus of 93,01,928 Equity Shares on September 03,
2019.
5. Comparison with listed industry peers:
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3. The figures for the peers are based on the standalone audited results for the year ended March 31, 2019,
filled with NSE.
4. Current Market Price (CMP) is the closing price of peer’s script as on October 09, 2019 on NSE.
5. NAV per share is computed as the closing net worth divided by the closing outstanding number of paid up
equity shares. Net worth has been computed as the aggregate of share capital and reserves and surplus
(excluding Revaluation Reserve less miscellaneous expenditure not written off if any).
6. P/E Ratio has been computed based on the closing market price of peers group’s equity shares on October
09, 2019 on NSE, as divided by the Basic EPS provided.
7. RoNW has been computed as net profit after tax divided by closing net worth. Net worth has been computed
as the aggregate of share capital and reserves and surplus (excluding Revaluation Reserve less
miscellaneous expenditure not written off if any).
8. The Issue Price of Mangalam Global Enterprise Limited is Rs. 51.00/- per Equity Share.
Investors should read the above mentioned information along with “Our Business” “Risk Factors” and
“Financial Statements as Restated” beginning on pages 121, 35 and 192 of this Draft Prospectus, respectively,
to have a more informed view. The trading price of the Equity Shares of our Company could decline due to the
factors mentioned in “Risk Factors” or any other factors that may arise in the future and you may lose all or
part of your investments.
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STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors
Mangalam Global Enterprise Limited
101, Mangalam Corporate House, 19/B Kalyan Society,
Nr. M.G. International School, Mithakhali,
Ahmedabad - 380006
Dear Sir/Ma’am,
Sub: Proposed Initial Public Offering (IPO) of the Equity Shares of the Mangalam Global Enterprise
Limited, (the “Company”), pursuant to Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“SEBI Regulations”) and the Companies Act, 2013, as
amended (the “Act”).
1. This report is issued in accordance with the terms of our engagement letter dated September 11, 2019.
2. The accompanying Statement of Special Tax Benefits available to the Company and its Shareholders
(hereinafter referred to as “the Statement”) under the Income Tax Act, 1961 (read with Income Tax Rules,
Circulars and Notifications) as amended by the Finance Act, 2018 (hereinafter referred to as the “Income
Tax Regulations”) and under the Goods And Service Tax Act, 2017 (read with Goods And Service Tax
Rules, Circulars and Notifications) has been prepared by the management of the Company in connection
with the proposed Offer, which we have initialled for identification purposes.
Management’s responsibility
3. The preparation of this Statement as of the date of our report which is to be included in the Draft
Prospectus/Prospectus (the “Offer Document”) is the responsibility of the management of the Company
and has been approved by the Board of Directors for the purpose set out in paragraph 12 below. The
management’s responsibility includes designing, implementing and maintaining internal control relevant
to the preparation and presentation of the Statement, and applying an appropriate basis of preparation; and
making estimates that are reasonable in the circumstances. The Management is also responsible for
identifying and ensuring that the Company complies with the laws and regulations applicable to its
activities.
Auditor’s responsibility
4. Our work has been carried out in accordance with the ‘Guidance Note on Reports or Certificates for
Special Purposes’ (Revised 2016) and other applicable authoritative pronouncements issued by the
Institute of Chartered Accountants of India.
5. Pursuant to the SEBI Regulations and the Act, it is our responsibility to report whether the Statement
prepared by the Company, presents, in all material respects, the special tax benefits available as of June
30, 2019 to the Company and the shareholders of the Company, in accordance with the Income Tax
Regulations as at the date of our report.
6. Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act and the SEBI Regulations in connection with the Offering.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
‘Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and
Other Assurance and Related Services Engagements,’ issued by the ICAI.
Inherent Limitations
8. We draw attention to the fact that the Statement includes certain inherent limitations that can influence
the reliability of the information.
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9. Several of the benefits mentioned in the accompanying statement are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the tax laws. Hence, the
ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which may or may not be fulfilled. The benefits discussed in the accompanying statement are
not exhaustive.
10. The Statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the Issue.
Further, we give no assurance that the income tax authorities/ other indirect tax authorities/courts will concur
with our views expressed herein. Our views are based on the existing provisions of law and its interpretation,
which are subject to change from time to time. We do not assume responsibility to update the views consequent
to such changes.
Opinion
11. In our opinion, the Statement prepared by the Company presents, in all material respects, the special tax
benefits available as of June 30, 2019, to the Company and the shareholders of the Company, in
accordance with the Income Tax Regulations & other Indirect Tax Regulations as at the date of our report.
Considering the matter referred to in paragraph 5 above, we are unable to express any opinion or provide
any assurance as to whether:
(i) The Company or its shareholders will continue to obtain the benefits as per the Statement in future;
or
(ii) The conditions prescribed for availing the benefits as per the Statement have been/ would be met
with.
Restriction on Use
12. This report is addressed to and is provided to enable the Board of Directors of the Company to include
this report in the Offer Document, prepared in connection with the Offer to be filed by the Company with
the NSE.
Sd/-
Keyur Shah
Proprietor
Membership No.: 153774
UDIN - 19153774AAAADL4322
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ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS
A) Direct Taxation:
The information provided below sets out the possible special tax benefits available to the Company and the
Equity Shareholders under the Income Tax Act 1961 presently in force in India. It is not exhaustive or
comprehensive and is not intended to be a substitute for professional advice. Investors are advised to consult
their own tax consultant with respect to the tax implications of an investment in the Equity Shares particularly
in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a
different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX
IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF
EQUITY SHARES IN YOUR PARTICULAR SITUATION.
a. Special tax benefits to the company
There are no special tax benefits to the company.
b. Special tax benefit to the shareholder
There are no special tax benefits to the shareholders of the company.
Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name
holder where the shares are held by joint holders.
2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect
tax law benefits or benefit under any other law.
3. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes. We do not
assume responsibility to update the views consequent to such changes. We shall not be liable to any claims,
liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment,
as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We
will not be liable to any other person in respect of this statement.
B) Indirect Taxation:
1) Benefits available under the Goods And Service Tax Act, 2017 (read with Goods And Service Tax
Rules, Circulars and Notifications) (together referred to as “GST Regime “or “GST Law”)
1.1. Special tax benefits to the company
There are no special tax benefits to the company.
1.2. Special tax benefit to the shareholder
There are no special tax benefits to the shareholders of the company.
Page 99 of 295
SECTION V – ABOUT THE COMPANY
OUR INDUSTRY
The information in this section includes extracts from publicly available information, data and statistics and
has been derived from various government publications and industry sources. Neither we nor any other person
connected with the Issue have verified this information. The data may have been re-classified by us for the
purposes of presentation. Industry sources and publications generally state that the information contained
therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness
and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly,
investment decisions should not be based on such information. You should read the entire Draft Prospectus,
including the information contained in the sections titled “Risk Factors” and “Financial Information” and
related notes beginning on page 35 and 192 respectively of this Draft Prospectus before deciding to invest in
our Equity Shares.
WHAT IS CASTOR OIL
Castor oil is unique among vegetable oils and accounted for less than a 0.5% share in the global vegetable oils
market. Castor oil is widely used in commercial segments, including the manufacturing of paints, cosmetics,
resins, fluids and lubricating greases, among others. Castor oil & its derivatives have the ability to replace
synthetic feedstock with bio-based products.
The oil which is extracted from the different plant and castor seeds identify as the castor oil. Castor oil is
colorless to pale yellow liquid with mild or no taste. Castor oil is used in various industries includes
Biopolymers, Personal care, Food, Lubricants, Plastic & Rubber, Paper, pharmaceuticals, paint, inks, and
additives. Owing to the various usages of castor oil in different industries and pharmaceutical applications, the
market demand for this unique chemical structure is escalated in past few years. All chemical derivatives of
castor oil provide numerous use in industrial applications, and their sustainability domains are increasing
rapidly. Castor oil key derivatives comprise of hydrogenated, dehydrated, ethylated, sulfonated, heptaldehyde,
sebacic acid, polyols, undecylenic acid, zinc ricinoleate, methyl ricinoleate, zinc undecylenate, calcium
undecylenate, and commercial grade castor oil.
Castor oil is a rich source of Ricinoleic Acid, which represents up to 90% of the total castor oil content. It also
consists up to 4% linoleic, 3% oleic, 1% stearic, and less than 1% linolenic fatty acids. Castor Oil contains 40-
55% Oil, 12-16% protein, 5% moisture, 3-7% NFE (Sugar, starches and others) and 27’% crude fiber. Castor
Oil has relatively high viscosity and thickness. Castor oil is high solubility in alcohol in any proportion. It has
relatively high shelf life.
(Source: – Transparency Market Research (www.transparencymarketresearch.com)
GLOBAL ECONOMIC OVERVIEW:
India continues to remain the fastest growing major economy in the world in 2018-19, despite a slight
moderation in its GDP growth from 7.2 per cent in 2017-18 to 6.8 per cent in 2018-19. On the other hand, the
world output growth declined from 3.8 per cent in 2017 to 3.6 per cent in 2018. The slowdown in the world
economy and Emerging Market and Developing Economies (EMDEs) in 2018 followed the escalation of US
China trade tensions, tighter credit policies in China, and financial tightening alongside the normalization of
monetary policy in the larger advanced economies. In 2019, when the world economy and EMDEs are projected
to slow down by 0.3 and 0.1 percentage points respectively, growth of Indian economy is forecast to increase
(Figure 1). Crucially, India forms part of 30 per cent of the global economy, whose growth is not projected to
decline in 2019 (World Economic Outlook (WEO), April 2019 of IMF).
The contribution of the Indian economy to the GDP of EMDEs and world economy has increased consistently
over the years (Figure 3). In a span of less than a decade, India’s contribution to EMDEs GDP has increased by
around 1.3 percentage points and to the world economy by around 0.7 percentage points. India’s share in GDP
of EMDEs stood at 8 per cent in 2018. As per the WEO, April 2019 of IMF, going forward, the growth of world
economy will be bolstered mainly by growth in China and India and their increasing weights in world income.
In EMDEs group, India and China are the major drivers of growth. The global economy in particular the global
growth powerhouse, China is rebalancing, leading to an increasing role for India. Hence, India’s contribution
has become much more valuable to the global economy.
(Source: Economic Survey 2018-19 Volume 2 www.indiabudget.nic.in)
INDIAN ECONOMIC OVERVIEW:
India’s growth of real GDP has been high with average growth of 7.5 per cent in the last 5 years (2014-15
onwards). The Indian economy grew at 6.8 per cent in 2018-19, thereby experiencing some moderation in
growth when compared to the previous year. This moderation in growth momentum is mainly on account of
lower growth in ‘Agriculture & allied’, ‘Trade, hotel, transport, storage, communication and services related to
broadcasting’ and ‘Public administration & defence’ sectors. Acreage in 2018-19 for the rabi crop was
marginally lower than last year, which affected agricultural performance. The contraction in food prices may
have contributed to inducing farmers to produce less. On the demand side, lower growth of GDP in 2018-19
was accounted for, by a decline in growth of government final consumption, change in stocks and contraction
in valuables.
There was contraction in ‘Agriculture & allied’ sector in the last quarter of 2018-19, though growth was
reasonable in the previous three quarters. Growth of industry sector also experienced tempering in successive
quarters of 2018-19 mostly on account of growth deceleration in the manufacturing sector (Table 1). This is
also seen in Index of Industrial Production (IIP) of manufacturing sector, which grew at 0.3 per cent in Q4 of
2018-19, as compared to 7.5 per cent in the same quarter of previous year. Manufacturing sector was affected
by the slowdown in the auto sector as well, where the production growth for all categories, apart from
commercial vehicles declined in 2018-19, as compared to 2017-18. Sales growth decelerated in many segments
of the automobile sector, including passenger vehicles, tractor sales, three and two wheeler sales (Figure 5).
Stress in Non-Banking Financial Companies (NBFC) sector also contributed to the slow down by adversely
impacting consumption finance (Figure 6). Despite the moderation of manufacturing growth within 2018-19,
overall growth in the year was higher than in 2017-18, due to a high growth of 12.1 per cent in first quarter of
2018-19.
From the demand side, the decline in GDP growth during 2018-19 arose primarily from deceleration in private
final consumption in the final two quarters. This could have been due to low farm incomes in rural areas arising
Headline WPI inflation stood at 4.3 per cent in 2018-19, higher as compared to 3.0 per cent in 2017-18. The
increase in WPI inflation was broad based, which saw increase in inflation of all the groups except food in 2018-
19. Increase in WPI led to marginal pick-up in GDP deflator from 3.8 per cent in 2017-18 to 4.1 per cent in
2018-19.
Core Gross Value Added (GVA) (measured as GVA except ‘Agriculture & allied’ activities, and ‘Public
administration & defence’) shows higher growth than that of overall GVA in 2018-19. Core GVA growth picked
up from 6.5 per cent in 2017- 18 to 7.0 per cent in 2018-19, whereas GVA growth slowed down marginally
On the external front, current account deficit (CAD) increased from 1.9 per cent of GDP in 2017-18 to 2.6 per
cent in April-December 2018 (refer Figure 11). The widening of the CAD was largely on account of a higher
trade deficit driven by rise in international crude oil prices (Indian basket). The trade deficit increased from US$
162.1 billion in 2017-18 to US$ 184 billion in 2018-19. Nominal growth of both merchandise exports and
imports declined in US dollar terms in 2018-19, as compared to 2017-18. However, the decline was much
sharper in merchandise imports, which reduced from 21.1 per cent to 10.4 per cent. Growth of merchandise
imports declined as oil price driven increase in growth of oil imports was more than offset by contraction in
value of gold imports and lower growth in the value of non-oil non-gold imports. The crude oil prices, however,
showed movements in both the directions within the year. As the year commenced, crude prices increased and
reached above 80 US$/bbl. in October 2018. Thereafter, it started to decline before increasing again after
December 2018 (Figure 10). Overall the oil prices were substantially higher in 2018-19, as compared to previous
year.
The foreign exchange reserves in nominal terms (including the valuation effects) decreased by US$ 11.6 billion
at end-March 2019 over end-March 2018. Within the year, foreign exchange reserves were declining until
October 2018 due to RBI’s intervention to modulate exchange rate volatility. India’s foreign exchange reserves
continue to be comfortably placed at US$ 422.2 billion, as on 14th June 2019 (Figure 13).
Net Foreign Direct Investment (FDI) inflows grew by 14.2 per cent in 2018-19. Among the top sectors attracting
FDI equity inflows, services, automobiles and chemicals were the major categories. By and large, FDI inflows
Latin America observed an expansion of manufacturing output with a growth rate of 0.4 per cent compared to
the second quarter of 2018. While in Argentina a deep recession was prolonged with a falling manufacturing
output of 8.9 per cent, Mexico and Brazil, the region’s two largest manufacturers, witnessed positive yearon-
year growth rates of 1.4 and 2.4 per cent, respectively. Brazil was able to return to the growth path, following
two consecutive quarters of declining year-on-year output rates (minus 1.5 per cent in the first quarter of 2019
and minus 2.6 per cent in the fourth quarter of 2018). Estimates based on limited data indicate a positive growth
rate of Africa’s manufacturing output at around 2.0 per cent. Developing economies in Asia and the Pacific
recorded a year-on-year growth rate of 2.0 per cent in the second quarter of 2019, primarily a result of India’s
increase in manufacturing output by 2.9 per cent, Indonesia’s by 3.8 per cent and Viet Nam’s by 6.8 per cent.
Among other developing economies, Poland’s manufacturing output rose by 4.6 per cent, while Turkey and
Romania experienced negative growth on a year-on-year basis of 3.5 per cent and 2.6 per cent, respectively. For
Romania this marked an end to a period of steady expansion lasting for almost a decade. Altogether, the
developing countries group witnessed a decline in manufacturing output growth of 0.7 per cent compared to the
second quarter of 2018.
China
Compared to the same period in the previous year, in the second quarter of 2019 China’s manufacturing output
expanded at a rate of 5.8 per cent. This represents the lowest growth rate recorded across all the quarters covered
by the seasonally adjusted UNIDO estimates (calculated index growth rates are available from 2006 onwards).
Amid news of a de-escalation in the trade dispute between China and the United States at the end of 2018, the
first quarter 2019 was characterized by improved year-on year growth figures (6.6 per cent following 6.1 per
cent in the fourth quarter of 2018). However throughout the second quarter of 2019, there was less evidence
regarding a quick resolution in the trade dispute. Intensified trade pressures since May 2019 might further
(Source: World Manufacturing Production- Statistics for Quarter II, 2019; United Nations Industrial
Development Organisation - www.unido.org)
MANUFACTURING SECTOR IN INDIA:
Introduction
Manufacturing has emerged as one of the high growth sectors in India. Prime Minister of India, Mr Narendra
Modi, had launched the ‘Make in India’ program to place India on the world map as a manufacturing hub and
give global recognition to the Indian economy. India is expected to become the fifth largest manufacturing
country in the world by the end of year 2020*.
Market Size
The Gross Value Added (GVA) at basic current prices from the manufacturing sector in India grew at a CAGR
of 4.34 per cent during FY12 and FY18 as per the second advance estimates of annual national income published
by the Government of India. Under the Make in India initiative, the Government of India aims to increase the
share of the manufacturing sector to the gross domestic product (GDP) to 25 per cent by 2022, from 16 per cent,
and to create 100 million new jobs by 2022. Business conditions in the Indian manufacturing sector continue to
remain positive.
Investments
With the help of Make in India drive, India is on the path of becoming the hub for hi-tech manufacturing as
global giants such as GE, Siemens, HTC, Toshiba, and Boeing have either set up or are in process of setting up
The U.S. Department of Agriculture’s (USDA’s) first 2019/20 world cotton projections anticipate that
production will exceed consumption, raising world stocks slightly, by 1 million bales. World cotton production
is expected to rise 6.8 percent with yields rebounding in a number of countries and area also rising. Global
consumption is expected to continue growing, but at a rate slightly below its long-run average. It is expected
that China will continue to gradually expand imports following years of significant limitations in import access
applied to facilitate disposal of surplus government-held stocks. The A Index is forecast to decline by 5 cents
to 80 cents per pound due to projected higher stocks outside of China. U.S. 2019/20 cotton production is
expected to rise to 22.5 million bales, based on a slight increase in planted area, and sharply lower abandonment.
Domestic mill use is projected marginally above the 2018/19 level, and exports are expected to rise, but ending
stocks are also projected higher.
Some of the information contained in the following discussion, including information with respect to our
business plans and strategies, contain forward-looking statements that involve risks and uncertainties. You
should read the chapter titled “Forward Looking Statements” beginning on page 21 of this Draft Prospectus,
for a discussion of the risks and uncertainties related to those statements and also the Section “Risk Factors”
beginning on page 35 of this Draft Prospectus for a discussion of certain factors that may affect our business,
financial condition or results of operations. Our actual results may differ materially from those expressed in or
implied by these forward-looking statements. Our fiscal year ends on March 31 of each year, so all references
to a particular fiscal are to the twelve-month period ended March 31 of that year.
The financial information used in this Section, unless otherwise stated, is derived from our Financial
Information, prepared in accordance with Indian GAAP and Companies Act and restated in accordance with
the SEBI Regulations. The following information is qualified in its entirety by, and should be read together
with, the more detailed financial and other information included in this Draft Prospectus, including the
information contained in the Sections titled “Risk Factors” and “Financial Information” beginning on pages
35 and 192 of Draft Prospectus respectively.
Unless otherwise stated, all references in this Section to “Mangalam” or “the Company” or “our Company” or
“we” or “our” or “us” are to Mangalam Global Enterprise Limited.
OVERVIEW:
Our Company was originally incorporated as “Hindprakash Colourchem Private Limited” as a Private Limited
Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated September
27, 2010 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. The name of our company
was changed to “Mangalam Global Enterprise Private Limited” pursuant to shareholders resolution passed at
Extra-Ordinary General Meeting of our company held on June 28, 2014 and a fresh Certificate of Incorporation
dated July 31, 2014 was issued by Registrar of Companies, Ahmedabad. Subsequently, our Company was
converted into a Public Limited Company pursuant to shareholders resolution passed at Extra-ordinary General
Meeting of our Company held on September 17, 2019 and the name of our Company was changed to “Mangalam
Global Enterprise Limited”. A fresh Certificate of Incorporation consequent upon Conversion from Private
Limited Company to Public Limited Company dated September 30, 2019 was issued by the Registrar of
Companies, Ahmedabad. The Corporate Identification Number of our Company is U24224GJ2010PLC062434.
Incorporated in the year 2010, our Company Mangalam Global Enterprise Limited belongs to Ahmedabad based
Mangalam group of Companies set up by Mangal Family and led by the vision of Mr. Vipin Prakash Mangal.
In this dynamic and extremely competitive business environment, we have developed a diversified business
model with our offerings ranging from castor oil to cotton products. We have been successfully catering to these
two different sectors in our business operations.
We are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage Grade (F.S.G.),
Castor De-Oiled Cake and High Protein Castor De-Oiled Cake for the domestic market as well as for exports to
international markets. We have also diversified our business operations into manufacturing of Cotton Bales
(Lint Cotton) and Delineate Cotton Seeds. We were engaged in the trading business before starting commercial
manufacturing of our abovementioned products in the FY 2018-19. Company has one cotton processing unit at
Harij, Gujarat and two well-equipped Castor processing units at Harij and Palanpur, Gujarat respectively for
undertaking manufacturing operations of abovementioned two product segments. We are also engaged in the
trading of Castor Seeds and Raw Cotton.
Castor oil is a yellow viscous liquid free from suspended matter and insoluble in water. It is produced by refining
commercial grade Castor Oil after undertaking bleaching and filtering process. Castor oil has multiple industrial
applications and is extensively demanded in Lubricants, Paints, Pharmaceuticals, Cable insulators, Sealants,
Inks, Rubber and Textiles etc. It is also used to relief Constipation, Eyelashes grow, Hair grow, Skin moisturiser
ad to improve immunity function. It is also used for applying on food grains to protect from the insects/fungus.
Castor De-Oil Cake is fertilizer consisting of high content of Nitrogen, Phosphoric Acid, Potash and moisture
Financial Snapshot of our Company as per Restated Consolidated Financial Information is as under:
(Amount in Rs. Lakhs)
Activity wise break-up of our revenue as per Restated Financial Information is as under:-
(Amount in Rs. Lakhs)
Break-up of Domestic Sales - State wise is detailed as per Restated Financial Statements:-
(Amount in Rs. Lakhs)
Sr. No Name of Countries For period ended June 30, 2019 FY 2018-19
1 Thailand 113.72 310.19
2 Oman 345.42 -
Total 459.14 310.19
Sr. No Name of Product Segment For period ended June 30, 2019 FY 2018-19
1 Castor Oil 13,177.05 28,626.52
2 Cotton Bales 304.49 323.79
3 Cotton Seeds 132.72 2,120.35
4 DOC 777.80 1,091.67
5 Others 35.57 129.59
Total 14,427.64 32,291.91
Product Description
COTTON BALES/ LINT COTTON Cotton Bales or Lint Cotton are obtained through the process of
Ginning. The ginned fibre is pressed together and made into
dense bales to be called as Cottosn Bales. They are classified
according to the parameters such as fibre length (staple),
strength, micronaire, colour and cleanness.
The main application of ginned cotton referred to as lint is for
spinning operations. The cotton moves through the Spinning
machines and is then converted into Cotton yarn.
BLACK COTTON SEEDS/ Cottonseed is the seed of the cotton plant. Fibers grow from the
seed coat to form a boll of cotton lint. The boll is a protective
DELINEATE COTTON SEEDS
fruit and when the plant is grown commercially, it is stripped
from the seed by ginning and the lint is then processed into
cotton fibre.
Black cottonseeds are used as feed products for livestock. They
are also crushed into the Oil mill after removing lint from the
cotton to extract oil (Cottonseed Oil).
Branding, Packing
Dispatch Cotton Lint Pressing
and Storing
Ginning Cleaning
Product Description
REFINED CASTOR OIL FIRST STAGE F.S.G. Castor Oil is Castor Oil bleached to British Standard Specifications. Castor oil is a yellow viscous
GRADE (F.S.G.) liquid free from suspended matter and insoluble in water. It is produced by refining commercial grade
Castor Oil after undertaking bleaching and filtering process. Bleaching process is carried out using
bleaching earth and activated carbon, which helps to reduce colour and moisture content in the final
product. It is used in Lubricants, Paints, Pharmaceuticals, Cable insulators, Sealants, Inks, Rubber and
Textiles etc. It is also used to relief Constipation, Eyelashes grow, Hair grow, Skin moisturiser ad to
improve immunity function. It is also used for applying on food grains to protect from the insects/fungus.
Specification of Refined Castor Oil
Parameters Specification
Appearance Pale Yellow, Viscous, Clear Liquid
Moisture 0.25% Max
F.F.A. (as oleic) 0.80% Max
Acid Value 2% Max
Hydroxyl Value 160 – 163
Iodine Value 82 – 90
Saponification Value 177 – 185
Unsaponifiable Matter 1.0 Max
Specific Gravity @30 C 0
0.945 – 0.960
Refractive Index @400 C 1.4700 – 1.4740
Solubility Complete Soluble in Alcohol without turbidity
HIGH PROTEIN CASTOR DE-OILED High Protein Castor De Oiled Cake is an organic manure which enhances the fertility of the soil without
CAKE causing any damage or decay. It is enriched with the three big elements vital and conducive to the proper
growth of crops - Nitrogen, Phosphorus and Potassium. It also has traces of nutrients like Manganese, Zinc
and Copper, thus making it a balanced fertilizer. It has high nutritional value and rich in proteins.
1. Extraction of Oil:
The oil is extracted from the Castor Seeds through two different process as follows:
a. Pressing:
The castor seeds are fed into a series of expellers consisting of heavy screws working in strong cages.
In this process, the seeds are warmed in a steam-jacketed press to remove moisture, and this hardening
process will aid in extraction. The cooked seeds are then dried before the extraction process begins. A
continuous screw is used to crush the castor oil seeds to facilitate removal of the oil. The machine used
in this process is called expeller.
b. Solvent Extraction:
The process in brief constitutes treating the pressed castor seeds cake with solvent hexane resulting in
a solution of solvent and oil. The said solution is further subjected to distillation and stripping to separate
the oil and the solvent. The extracted meal containing solvent is made free from its solvent contents by
a process called desolventisation and the solvent in vapor form from distillation, oil stripping and meal
desolventisation is condensed in condensers, collected and reused for further process.
The first step in the castor oil refining process, called decantation, which is used to reduce the phosphatides and
the metal content of the crude oil. Depending upon the quality of Commercial Oil and Final Product required,
dosage of Tonsil, Carbon and Hyflow is provided to the raw oil. The resulting product after such dosages is
called Commercial Oil.
Castor Oil is used for many applications where the final product’s appearance is extremely important. Hence an
adsorption process called “bleaching” can be used to remove unrequired colour pigments and remaining
phospholipids, using activated earths under moderate vacuum conditions.
Upon completion of Bleaching process the bleached solution is sent for filtration where the purified Castor oil
is separated from the residues of the bleaching process called “Spent Earth”. The Spent Earth is a waste produce
and the same is discarded from the manufacturing unit.
The purified castor oil after filtration is called “Refined Castor Oil”. The said oil is stored in the tank and
depending upon the orders received, the same is dispatched to the client through trucks.
Strengths Threats
Experienced Management Increasing Competition
Diversified Business Foreign Currency Fluctuations
Locational Advantage Changes in Government Policies
Notes:
1) Our business is seasonal in nature as the manufacturing activities are dependent on availability of Castor
Seeds and Raw Cotton.
2) We started commercial manufacturing of our abovementioned products in the FY 2018-19. Thus the
capacity and capacity utilization details are mentioned for FY 2018-19 and for the period ended June 30,
2019.
3) The Commercial Production is yet to start at Unit III
4) We started manufacturing of High Protein Castor De-Oiled Cake in the FY 2019-20.
TOP 5 SUPPLIERS:
Our top 5 Suppliers for the FY 2018-19:-
(Amount in Rs. Lakhs)
Sr. Address of the Property Lessor Area of the Consideration Lease Period Current
No. Property Usage
1. 101, Mangalam Corporate House, Chanakya Prakash 3,000 Sq. Ft. Rs. 1,35,000/- Per Five years Registered
19/B Kalyan Society Near M.G. Mangal Month and Interest commencing from Office
International School, Mithakhali free Security deposit April 01, 2019 to
Ahmedabad -380006, Gujarat, of Rs. 2,70,000/- March 31, 2024
India
2. Survey No. 124 and 122, Harij - Farpoint Enterprise LLP 8,072 Sq. Ft. Rs. 2,00,000/- Per Nine years Cotton
Kukrana Road, Village – Jaska, month and interest commencing from Unit –
Taluka - Harij, District –Patan – free Security Deposit September 01, 2019 Unit I
384240, Gujarat, India of Rs. 2,00,000/- to August 31, 2028
3. Survey No. 355/P1 and 355P1/1, Hindprakash Castor 6,727 Sq. Ft. Rs. 20,00,000/- Per Eight years and Castor Oil
Harij-Kukrana Road, Village – Derivatives Private Month and Interest Seven Months Unit –
Jaska, Taluka - Harij, District – Limited free Security Deposit commencing from Unit II
Patan, 384240, Gujarat, India of Rs. 20,00,000/- April 01, 2019 to
November 01, 2027
4. Survey No. 175/P3/P2, Village – Adarsh Agro Oil 12,138 Sq. Ft. Rs. 10,51,000/- Per Nine years Castor Oil
Jagana, Taluka - Palanpur, District Industries Month and Security commencing from Unit –
–Banaskantha, - 385520, Gujarat, Deposit of Rs. August 05, 2019 to Unit III*
(Proprietor Adambhai N
India 50,00,000/- August 04, 2028
Choudhary)
Except as otherwise specified in this Draft Prospectus, the Companies Act, 1956 / the Companies Act, 2013, We
are subject to a number of central and state legislations which regulate substantive and procedural aspects of
our business. Additionally, our operations require sanctions from the concerned authorities, under the relevant
Central and State legislations and local bye–laws. The following is an overview of some of the important laws,
policies and regulations which are pertinent to our business as a player in business of manufacturing of Refined
Castor Oil First Stage Grade (F.S.G.), Castor De Oiled Cake and High Protein Castor De Oiled Cake for the
domestic market as well as for exports to international markets. We have also diversified our business
operations into manufacturing of Cotton Bales (Lint Cotton) and Delineate Cotton Seeds. Taxation statutes such
as the I.T. Act, and applicable Labour laws, environmental laws, contractual laws, intellectual property laws
as the case may be, apply to us as they do to any other Indian company. The statements below are based on the
current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject
to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. The
regulations set out below may not be exhaustive, and are only intended to provide general information to
Applicants and is neither designed nor intended to be a substitute for professional legal advice.
APPROVALS
For the purpose of the business undertaken by our Company, our Company is required to comply with various
laws, statutes, rules, regulations, executive orders, etc. that may be applicable from time to time. The details of
such approvals have more particularly been described for your reference in the chapter titled “Government and
Other Statutory Approvals” beginning on page number 220 of this Draft Prospectus.
In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the act
is enacted. A National Board shall be appointed and established by the Central Government for MSME
enterprise with its head office at Delhi in the case of the enterprises engaged in the manufacture or production
of goods pertaining to any industry mentioned in first schedule to Industries (Development and regulation) Act,
1951 as “micro enterprise”, where the investment in plant and machinery does not exceed twenty-five lakh
rupees; “Small enterprise”, where the investment in plant and machinery is more than twenty-five lakh rupees
but does not exceed five crore rupees; or a medium enterprise , where the investment in plant and machinery is
more than five crore but does not exceed ten crore rupees and in the case of the enterprise engaged in the
services, “Micro – enterprise” , where the investment in equipment does not exceed ten lakh rupees, “Small
Enterprise” where the investment in equipment is more than ten lakh rupees but does not exceed two crore
rupees, or “ Medium Enterprise” where the investment in equipment is more than two crore rupees but does
not exceed five crore rupees.
The policy aims to make Gujarat as an attractive “Total Business Destination” expedites the overall country’s
economic growth, thereby increasing the standard of living and prosperity among the people of Gujarat by
giving them the opportunity for skilled employment and availability of nurtured enterprise. This policy of
Gujarat is a framework than a detailed blueprint, aimed at defining the broad contours of the government’s
mission towards augmenting the industrial development of the state. The projects are classified into four
categories wherein less than Rs. 10 crores is termed as MSME. Further there was promotion of Cluster
Development in State. Clusters are geographic concentrations of competing and collaborating firms that tend to
speed up economic development in an area by improving competitiveness, developing synergies and introducing
innovation especially in the MSME sector. Being an industrialized state, Gujarat needs to have a strategy which
Anti-Trust Laws
An act to prevent practices having adverse effect on competition, to promote and sustain competition in markets,
to protect interest of consumer and to ensure freedom of trade in India. The act deals with prohibition of
agreements and Anti-competitive agreements. No enterprise or group shall abuse its dominant position in
various circumstances as mentioned under the Act.
The prima facie duty of the commission is to eliminate practices having adverse effect on competition,
promote and sustain competition, protect interest of consumer and ensure freedom of trade. The commission
shall issue notice to show cause to the parties to combination calling upon them to respond within 30 days in
case it is of the opinion that there has been an appreciable adverse effect on competition in India. In case a
person fails to comply with the directions of the Commission and Director General he shall be punishable with
a fine which may exceed to Rs. 1 lakh for each day during such failure subject to maximum of Rupees One
Crore.
The consolidation and amendment in law relating to Companies Act, 1956 made way to enactment of
Companies Act, 2013. The Companies act 1956 is still applicable to the extent not repealed and the Companies
Act, 2013 is applicable to the extent notified. The act deals with incorporation of companies and the procedure
for incorporation and post incorporation. The conversion of private company into public company and vice
versa is also laid down under the Companies Act, 2013. The procedure relating to winding up, voluntary winding
up, appointment of liquidator also forms part of the act. The provision of this act shall apply to all the companies
incorporated either under this act or under any other previous law. It shall also apply to banking companies,
companies engaged in generation or supply of electricity and any other company governed by any special act
for the time being in force. A company can be formed by seven or more persons in case of public company and
by two or more persons in case of private company. A company can even be formed by one person i.e., a One
Person Company. The provisions relating to forming and allied procedures of One Person Company are
mentioned in the act.
Further, Schedule V (read with sections 196 and 197), Part I lay down conditions to be fulfilled for the
appointment of a managing or whole time director or manager. It provides the list of acts under which if a person
is prosecuted he cannot be appointed as the director or Managing Director or Manager of the firm. The
provisions relating to remuneration of the directors payable by the companies is under Part II of the said
schedule.
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (“the EPF Act”) and the Employees
Provident Fund Scheme, 1952
The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the
government from time to time. All the establishments under the EPF Act are required to be registered with the
appropriate Provident Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the
employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic
wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall
also be required to make the equal contribution to the fund. The Central Government under section 5 of the EPF
Act (as mentioned above) frames Employees Provident Scheme, 1952.
The scheme shall be administered by the Central Board constituted under section 5A of the EPF Act. The
provisions relating to recovery of damages for default in payment of contribution with the percentage of
damages are laid down under 8A of the act. The employer falling under the scheme shall send to the
Commissioner within fifteen days of the close of each month a return in the prescribed form. The register and
other records shall be produced by every employer to Commissioner or other officer so authorized shall be
produced for inspection from time to time. The amount received as the employer’s contribution and also
Central Government’s contribution to the insurance fund shall be credited to an account called as “Deposit-
Linked Insurance Fund Account.”
Family pension in relation to this act means the regular monthly amount payable to a person belonging to the
family of the member of the Family Pension Fund in the event of his death during the period of reckonable
service. The scheme shall apply to all the employees who become a member of the EPF or PF of the factories
provided that the age of the employee should not be more than 59 years in order to be eligible for membership
under this act. Every employee who is member of EPF or PF has an option of the joining scheme. The employer
shall prepare a Family Pension Fund contribution card in respect of the entire employee who is member of the
fund.
It is an act to provide for certain benefits to employees in case of sickness, maternity and ‘employment injury’
and to make provision for certain other matters in relation thereto. It shall apply to all factories (including
factories belonging to the Government other than seasonal factories. Provided that nothing contained in this
sub-section shall apply to a factory or establishment belonging to or under the control of the Government whose
employees are otherwise in receipt of benefits substantially similar or superior to the benefits provided under
this Act. This Act requires all the employees of the establishments to which this Act applies to be insured in the
manner provided there under. Employer and employees both are required to make contribution to the fund. The
return of the contribution made is required to be filed with the Employee State Insurance department.
The Payment of Bonus Act, 1965 imposes statutory liability upon the employers of every establishment in which
20 or more persons are employed on any day during an accounting year covered to pay bonus to their employees.
It further provides for payment of minimum and maximum bonus and linking the payment of bonus with the
production and productivity.
The Minimum Wages Act, 1948 (“MWA”) came into force with an objective to provide for the fixation of a
minimum wage payable by the employer to the employee. Under the MWA, every employer is mandated to pay
the minimum wages to all employees engaged to do any work skilled, unskilled, manual or clerical (including
out-workers) in any employment listed in the schedule to the MWA, in respect of which minimum rates of
wages have been fixed or revised under the MWA. Construction of Buildings, Roads, and Runways are
scheduled employments. It prescribes penalties for non-compliance by employers for payment of the wages thus
fixed.
The Maternity Benefit Act, 1961 provides for leave and right to payment of maternity benefits to women
employees in case of confinement or miscarriage etc. The act is applicable to every establishment which is a
factory, mine or plantation including any such establishment belonging to government and to every
establishment of equestrian, acrobatic and other performances, to every shop or establishment within the
meaning of any law for the time being in force in relation to shops and establishments in a state, in which ten
or more persons are employed, or were employed, on any day of the preceding twelve months; provided that
the state government may, with the approval of the Central Government, after giving at least two months’ notice
shall apply any of the provisions of this act to establishments or class of establishments, industrial, commercial,
agricultural or otherwise.
The Equal Remuneration Act 1979 provides for payment of equal remuneration to men and women workers
and for prevention discrimination, on the ground of sex, against Female employees in the matters of employment
and for matters connected therewith. The act was enacted with the aim of state to provide Equal Pay and Equal
Work as envisaged under Article 39 of the Constitution.
The Child Labour Prohibition and Regulation Act 1986 prohibits employment of children below 14 years of
age in certain occupations and processes and provides for regulation of employment of children in all other
occupations and processes. Employment of Child Labour in our industry is prohibited as per Part B (Processes)
of the Schedule.
Trade Union Act, 1926 and Trade Union (Amendment) Act, 2001
Provisions of the Trade Union Act, 1926 provides that any dispute between employers and workmen or between
workmen and workmen, or between employers and employers which is connected with the employment, or non-
employment, or the terms of employment or the conditions of labour, of any person shall be treated as trade
dispute. For every trade dispute a trade union has to be formed. For the purpose of Trade Union Act, 1926,
Trade Union means combination, whether temporary or permanent, formed primarily for the purpose of
The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and
redressal of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment
and workplace are both defined in the act. Every employer should also constitute an “Internal Complaints
Committee” and every officer and member of the company shall hold office for a period of not exceeding three
years from the date of nomination. Any aggrieved woman can make a complaint in writing to the Internal
Committee in relation to sexual harassment of female at workplace. Every employer has a duty to provide a safe
working environment at workplace which shall include safety from the persons coming into contact at the
workplace, organising awareness programs and workshops, display of rules relating to the sexual harassment at
any conspicuous part of the workplace, provide necessary facilities to the internal or local committee for dealing
with the complaint, such other procedural requirements to assess the complaints.
VAT is a system of multi-point Levy on each of the purchases in the supply chain with the facility of set-off
input taxon sales whereby tax is paid at the stage of purchase of goods by a trader and on purchase of raw
materials by a manufacturer. VAT is based on the value addition of goods, and the related VAT Liability of the
dealer is calculated by deducting input tax credit for tax collected on the sales during a particular period. VAT
is a consumption tax applicable to all commercial activities involving the production and distribution of goods
and the provisions of services, and each state that has introduced VAT has its own VAT Act, under which,
persons Liable to pay VAT must register and obtain a registration number from Sales Tax Officer of the
respective State.
Note: The VAT Act now has been replaced by the Goods and Service Tax (GST) Act, 2017.
Service Tax
Chapter V of the Finance Act, 1994 as amended, provides for the levy of a service tax in respect of ‘taxable
services’, as specified in entry 39 defined therein. The service provider of taxable services is required to collect
service tax from the recipient of such services and pay such tax to the Government. Every person who is liable
to pay this service tax must register himself with the appropriate authorities. According to Rule 6 of the Service
Tax Rules, every assessee is required to pay service tax in TR 6 challan by the 5th / 6th of the month immediately
following the month to which it relates. Further, under Rule 7 (1) of Service Tax Rules, the Company is required
to file a half yearly return in Form ST 3 by the 25th of the month immediately following the half year to which
the return relates.
Note: The Service Tax now has been replaced by the Goods and Service Tax (GST) Act, 2017.
The main object of this act is to formulate principles for determining (a) when a sale or purchase takes place in
the course of trade or commerce (b) When a sale or purchase takes place outside a State (c) When a sale or
purchase takes place in the course of imports into or export from India, to provide for Levy, collection and
distribution of taxes on sales of goods in the course of trade or commerce, to declare certain goods to be of
special importance trade or commerce and specify the restrictions and conditions to which State Laws imposing
taxes on sale or purchase of such goods of special importance (called as declared goods) shall be subject. CST
Act imposes the tax on interstate sales and states the principles and restrictions as per the powers conferred by
Constitution.
Note: The CST Act now has been replaced by the Goods and Service Tax (GST) Act, 2017.
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of
goods i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India
to a place outside India. Any Company requiring to import or export any goods is first required to get it
registered and obtain an IEC (Importer Exporter Code). Imported goods in India attract basic customs duty,
additional customs duty and education cess. The rates of basic customs duty are specified under the Customs
Tariff Act 1975. Customs duty is calculated on the transaction value of the goods. Customs duties are
administrated by Central Board of Excise and Customs under the Ministry of Finance.
The Central Excise Act, 1944 (“Central Excise Act”) consolidates and amends the law relating to Central Duties
of Excise on goods manufactured or produced in India. Excisable goods under the Act means goods specified
in the Schedule to the Central Excise Tariff Act, 1985 as being subject to duty of excise. Factory means any
premises, including the precincts thereof, wherein or in any part of which excisable goods are manufactured, or
wherein or in any part of which any manufacturing process connected with the production of these goods being
carried on or is ordinarily carried out. Under the Act a duty of excise is levied on all excisable goods, which are
produced or manufactured in India as and at the rates, set forth in the First Schedule to the Central Excise Tariff
Act, 1985.
Note: The Central Excise Act now has been replaced by the Goods and Service Tax (GST) Act, 2017.
Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. It was introduced as The Constitution (One Hundred and First Amendment) Act 2017 and is
governed by the GST Council. GST provides for imposition of tax on the supply of goods or services and will
be levied by centre on intra-state supply of goods or services and by the States including Union territories with
legislature/ Union Territories without legislature respectively. A destination based consumption tax GST would
be a dual GST with the centre and states simultaneously levying tax with a common base. The GST law is
enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act,
2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Integrated Goods and Services
Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various rules made
thereunder. It replaces following indirect taxes and duties at the central and state levels:
Central Excise Duty, Duties of Excise (Medicinal and Toilet Preparations), additional duties on excise – goods
of special importance, textiles and textile products, commonly known as CVD – special additional duty of
customs, service tax, central and state surcharges and cesses relating to supply of goods and services, state VAT,
Central Sales Tax, Luxury Tax, Entry Tax (all forms), Entertainment and Amusement Tax (except when levied
by local bodies), taxes on advertisements, purchase tax, taxes on lotteries, betting and gambling.
It is applicable on all goods except for alcohol for human consumption and five petroleum products.
Taxpayers with an aggregate turnover of Rs. 20 lakhs would be exempt from tax. The exemption threshold for
special category of states like North-East shall be Rs. 10 lakhs. Small taxpayers with an aggregate turnover in
preceding financial year upto Rs. 75 lakhs (50 lakhs in case of special category states) may opt for composition
levy. Under GST, goods and services are taxed at the following rates, 0%, 5%, 12% and 18%. There is a special
rate of 0.25% on rough precious and semi-precious stones and 3% on gold. In addition a cess of 15% or other
rates on top of 28% GST applies on few items like aerated drinks, luxury cars and tobacco products.
Export and supplies to SEZ shall be treated as zero-rated supplies. Import of goods and services would be treated
as inter-state supplies. Every person liable to take registration under these Acts shall do so within a period of 30
days from the date on which he becomes liable to registration. The Central/State authority shall issue the
registration certificate upon receipt of application. The Certificate shall contain fifteen digit registration number
known as Goods and Service Tax Identification Number (GSTIN). In case a person has multiple business
verticals in multiple location in a state, a separate application will be made for registration of each and every
ENVIRONMENTAL LEGISLATIONS
The purpose of the Environment Protection Act is to act as an "umbrella" legislation designed to provide a
framework for Central government co-ordination of the activities of various central and state authorities
established under previous laws. The Environment Protection Act authorizes the central government to protect
and improve environmental quality, control and reduce pollution from all sources, and prohibit or restrict the
setting and /or operation of any industrial facility on environmental grounds. The Act prohibits persons carrying
on business, operation or process from discharging or emitting any environmental pollutant in excess of such
standards as may be prescribed. Where the discharge of any environmental pollutant in excess of the prescribed
standards occurs or is apprehended to occur due to any accident or other unforeseen act, the person responsible
for such discharge and the person in charge of the place at which such discharge occurs or is apprehended to
occur is bound to (a) prevent or mitigate the environmental pollution caused as a result of such discharge and
should intimate the fact of such occurrence or apprehension of such occurrence; and (b) be bound, if called
upon, to render all assistance, to such authorities or agencies as may be prescribed.
The Air Act was enacted with an objective to protect the environment from smoke and other toxic effluents
released into the atmosphere by industries. With a view to curbing air pollution, the Air Act has declared several
areas as air pollution control area and also prohibits the use of certain types of fuels and appliances. Prior written
consent is required of the board constituted under the Air Act if a person intends to commence an industrial
plant in a pollution control area.
The Water Act was enacted with an objective to protect the rivers and streams from being polluted by domestic
and industrial effluents. The Water Act prohibits the discharge of toxic and poisonous matter in the river and
streams without treating the pollutants as per the standard laid down by the Pollution control boards constituted
under the Act. A person intending to commence any new industry, operation or process likely to discharge
pollutants must obtain the prior consent of the board constituted under the Water Act.
Hazardous Waste (Management and Handling) Rules, 1989 (“Hazardous Waste Rules”)
The Hazardous Waste Rules, as amended, impose an obligation on each occupier and operator of any facility
generating hazardous waste to dispose of such hazardous wastes properly and also imposes obligations in
respect of the collection, treatment and storage of hazardous wastes. Each occupier and operator of any facility
generating hazardous waste is required to obtain an approval from the relevant state pollution control board for
collecting, storing and treating the hazardous waste.
This Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an
accident involving such hazardous substances. A list of hazardous substances covered by the legislation has
been enumerated by the Government by way of a notification. The owner or handler is also required to take out
an insurance policy insuring against liability under the legislation. The rules made under the Public Liability
Act mandate that the employer has to contribute towards the environment relief fund, a sum equal to the
premium paid on the insurance policies. The amount is payable to the insurer.
The Boilers Act states that the owner of any boiler (as defined therein), which is wholly or partly under pressure
when is shut off, shall under the provisions of the Boilers Act, apply to the Inspector appointed there under to
have the boiler registered which shall be accompanied by prescribed fee. The certificate for use of a registered
boiler is issued pursuant to such application, for a period not exceeding twelve months, provided that a certificate
in respect of an economiser or of an unfired boiler which forms an integral part of a processing plant in which
steam is generated solely by the use of oil, asphalt or bitumen as a heating medium may be issued for a period
not exceeding twenty-four months in accordance with the regulations made under Boilers Act. On the expiry of
the term or due to any structural alteration, addition or renewal to the boiler, the owner of the boiler shall renew
the certificate by providing the Inspector all reasonable facilities for the examination and all such information
as may reasonably be required of him to have the boiler properly prepared and ready for examination in the
prescribed manner.
OTHER LAWS
Under the provisions of local Shops and Establishments laws applicable in various states, establishments are
required to be registered. Such laws regulate the working and employment conditions of the workers employed
in shops and establishments including commercial establishments and provide for fixation of working hours,
rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and
other rights and obligations of the employers and employees.
In general, the Intellectual Property Rights includes but is not limited to the following enactments:
The Patents Act, 1970
Indian Copyright Act, 1957
The Trade Marks Act, 1999
Copyright is a right given by the law to creators of literary, dramatic, musical and artistic works and producers
of cinematograph films and sound recordings. In fact, it is a bundle of rights including, inter alia, rights of
reproduction, communication to the public, adaptation and translation of the work. There could be slight
variations in the composition of the rights depending on the work.
The Trade Marks Act, 1999 (the “Trade Marks Act”) provides for the application and registration of trademarks
in India for granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of
infringement for commercial purposes as a trade description. The Trade Marks Act prohibits any registration of
deceptively similar trademarks or chemical compounds among others. It also provides for penalties for
infringement, falsifying and falsely applying for trademarks.
GENERAL LAWS
Apart from the above list of laws – which is inclusive in nature and not exhaustive - general laws like
the Indian Contract Act 1872, Specific Relief Act 1963, Negotiable Instrument Act 1881, The
Information Technology Act, 2000, Sale of Goods Act 1930 and Consumer Protection Act 1986 are
also applicable to the company.
OTHER LAWS:
The Development and Regulation of foreign trade by facilitating imports and exports from and to India. The
Import-Export Code number and licence to import or export includes a customs clearance permit and any other
permission issued or granted under this act. The Export and Import policy, provision for development and
regulation of foreign trade shall be made by the Central Government by publishing an order. The Central
Government may also appoint Director General of Foreign Trade (DGFT) for the purpose of Export-Import
Policy formulation.
If any person makes any contravention to any law or commits economic offence or imports/exports in a manner
prejudicial to the trade relations of India or to the interest of other person engaged in imports or exports then
there shall be no Import Export Code number granted by Director-General to such person and if in case granted
shall stand cancelled or suspended. Provision of search and seizure of Code of Criminal Procedure, 1973 shall
apply to every search and seizure made under this Act. In case of appeals in a case the order made by the
appellate authority shall be considered to be final. The powers of all the civil court under Code of Civil
Procedure, 1908 shall vest in him.
The EXIM Policy is a set of guidelines and instructions established by the DGFT in matters related to the
export and import of goods in India. This policy is regulated under the said act. Director General of Foreign
Trade (herein after referred to as DGFT) is the main governing body in matters related to the EXIM Policy. The
Act shall provide development and regulation of foreign trade by facilitating imports into, and augmenting
exports from India. Trade Policy is prepared and announced by the Central Government (Ministry of
Commerce).
Foreign investment in India is primarily governed by the provisions of the Foreign Exchange Management Act,
FEMA Regulations
As laid down by the FEMA Regulations, no prior consents and approvals are required from the Reserve Bank
of India, for Foreign Direct Investment under the automatic route within the specified sectoral caps. In respect
of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the
specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI.
The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer
or Issue of Security by a Person Resident Outside India) Regulations, 2017 ("FEMA Regulations") to prohibit,
restrict or regulate, transfer by or issue security to a person resident outside India. Foreign investment in India
is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the
rules, regulations and notifications there under, and the policy prescribed by the Department for Promotion of
Industry and Internal Trade, Ministry of Commerce & Industry, Government of India.
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment
(“FDI”) through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry
of Commerce and Industry, Government of India (now known as Department for Promotion of Industry and
Internal Trade), has issued consolidated FDI Policy Circular of 2017(“FDI Policy 2017”), which with effect
from August 28, 2017, consolidates and supersedes all previous press notes, press releases and clarifications on
FDI Policy issued by the DIPP that were in force. The Government proposes to update the consolidated circular
on FDI policy once every year and therefore, FDI Policy 2017 will be valid until the DIPP issues an updated
circular.
The Reserve Bank of India (“RBI”) also issues Master Directions Foreign Investment in India and updates at
the same from time to time. Presently, FDI in India is being governed by Master Directions on Foreign
Investment No. RBI/FED/2017-18/60 FED Master Direction No. 11/2017-18 dated January 4, 2018, as updated
from time to time by RBI. In terms of the Master Directions, an Indian company may issue fresh shares to
people resident outside India (who is eligible to make investments in India, for which eligibility criteria are as
prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the
Master Directions. The Indian company making such fresh issue of shares would be subject to the reporting
requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain
filings.
Under the current FDI Policy of 2017, foreign direct investment in micro and small enterprises is subject to
sectoral caps, entry routes and other sectoral regulations. At present our company is in the business of
architectural engineering, consultancy services and other technical activities in the solar energy sector. As these
sectors/activities are not specifically listed in the Permitted Sectors, 100 % foreign direct investment through
automatic route is permitted subject to applicable laws/regulations, security and other conditionalities.
April 01, 2017 Bungalow No. 1, Bharti Office No. 205, 2nd Floor, To distinguish the floor and
Society, Near Nagri Bunglow No. 1, Bharti office no, form has been
Hospital, Mithakhali, Society, Near Nagri filed with updated details.
Ahmedabad – 380006 Hospital, Mithakhali,
Gujarat Ahmedabad – 380006
Gujarat
June 26, 2017 Office No. 205, 2nd Floor, Office No. 205, 2nd Floor, To rectify typographical
Bunglow No. 1, Bharti Bungalow No. 1, Bharti error in the address
Society, Near Nagri Society, Near Nagri
Hospital, Mithakhali, Hospital, Mithakhali,
Ahmedabad – 380006 Ahmedabad – 380006
Gujarat Gujarat
May 01, 2018 Office No. 205, 2nd Floor, 201, Setu Complex, Girish For expansion and better
Bungalow No. 1, Bharti Cold Drinks Cross Road, administrative convenience
Society, Near Nagri Off. C.G. Road,
Hospital, Mithakhali, Navrangpura, Ahmedabad
Ahmedabad – 380006 – 380009 Gujarat
Gujarat
April 01, 2019 201, Setu Complex, Girish 101, Mangalam Corporate Due to increased employee
Cold Drinks Cross Road, House, 19/B Kalyan strength and business
Off. C.G. Road, Society, Near M.G. expansion plans
Navrangpura, Ahmedabad International School,
– 380009 Gujarat Mithakhali, Ahmedabad –
380006 Gujarat
KEY EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY
Year Events
2010 Incorporation of Company
Pursuant to change of object of the company the name of the company was changed from
2014 “Hindprakash Colourchem Private Limited” to “Mangalam Global Enterprise Private
Limited”
2018 Set up of manufacturing facility at Harij- Unit 2
2018 Established Holding Subsidiary relationship with “Farpoint Enterprise LLP”
2019 Revenue crossed Rs. 300 crores
Established Holding Subsidiary relationship with “Hindprakash Castor Derivatives Private
2019
Limited”
Incorporation of Mangal Prakash (Singapore) PTE Limited, Subsidiary Company in
2019
Singapore
2019 Conversion of company into Public Limited company
BOARD OF DIRECTORS
Under our Articles of Association, Our Company is required to have not less than 3 (Three) directors and not
more than 15 (Fifteen) directors, subject to the applicable provisions of the Companies Act 2013. Our Company
currently have 6 (Six) directors on our Board, including 3 (Three) Executive Directors, 3 (Three) Non-Executive
Directors out of which 2 (Two) are Independent Directors. Our Board includes 1 (One) Women Director.
The following table sets forth details regarding our Board of Directors as on the date of this Draft Prospectus:
2. There are no arrangements or understanding with major shareholders, customers, suppliers or any other
entity, pursuant to which any of the Directors or Key Management Personnel were selected as a Director or
member of the senior management.
3. The Directors of our Company have not entered into any service contracts with our Company which
provides for benefits upon termination of employment.
4. None of our Directors are fugitive economic offender or are on the RBI List of wilful defaulters.
5. Further, none of our Directors are or were directors of any company whose shares have been / were:
a) Suspended from trading by any of the stock exchange(s) during his /her tenure in that company in the
last five years or;
b) Delisted from the stock exchange(s) during the term of their directorship in such companies.
6. None of the Promoters, or Directors has been or is involved as a promoter or director of any other Company,
which is debarred from accessing the capital market under any order or directions made by SEBI or any
other regulatory authority.
BORROWING POWERS OF THE BOARD
Pursuant to a special resolution passed at an Extra-Ordinary General Meeting of our Company held on
September 23, 2019 and pursuant to Section 180(1)(c) and any other applicable provisions, of the Companies
Act, 2013 and the rules made thereunder, consent of Members be and is hereby accorded to borrow from time
to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart
from temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed
the aggregate of the paid up capital of the company and free reserve, that is to say, reserves not set apart for any
specific purposes, provided that the total outstanding amount so borrowed, shall not at any time exceed the limit
of Rs. 1,00,000 Lakhs.
REMUNERATION/COMPENSATION/COMMISSION PAID TO DIRECTORS
Except as disclosed below, none of the Directors were paid any remuneration during the last financial year
ended on March 31, 2019:
The above said remuneration and perquisites are subject to the ceiling laid down in Section 197 and Schedule
V of the Companies Act, 2013 and all other applicable provisions, if any, as may be amended from time to time.
In case of payment of remuneration in excess of the prescribed limits, recovery of the excess amount may be
waived by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee
and subject to the compliance of the applicable provisions, if any.
Remuneration for Non-Executive Directors and Independent Directors
Non-Executive and Independent Directors of our Company may be paid sitting fees, commission and any other
amounts as may be decided by our Board in accordance with the provisions of the Articles of Association, the
Companies Act, 2013 and other applicable laws and regulations.
No sitting fees has been paid by our Company to the Non-Executive Directors and Independent Directors for
the financial year ended March 31, 2019.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
As per the Articles of Association of our Company, a Director is not required to hold any qualification shares.
The following table details the shareholding of our Directors as on the date of this Draft Prospectus:
% of Pre % of Post Issue
Sr. No. of Equity
Name of the Director Issue Equity Equity Share
No. Shares
Share Capital Capital
Appointed as Independent
Manish Bagadia September 23, 2019 Appointment
Director
Appointed as Non-Executive
Sarika Sachin Modi September 23, 2019 Appointment
Director
ORGANIZATIONAL STRUCTURE
CORPORATE GOVERNANCE
In addition to the applicable provisions of the Companies Act, 2013 with respect to corporate governance,
provisions of the SEBI (Listing Regulations and Disclosure Requirements) 2015 will also be complied with the
extent applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchange.
Our Company stands committed to good corporate governance practices based on the principles such as
accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent
reporting. We have complied with the requirements of the applicable regulations, including Regulations, in
respect of corporate governance including constitution of the Board and Committees thereof. The corporate
governance framework is based on an effective independent Board, the Board’s supervisory role from the
executive management team and constitution of the Board Committees, as required under law.
The Board functions either as a full Board or through various committees constituted to oversee specific
operational areas.
Currently our Board has six directors out of which two are Independent Directors. Our Company is in
compliance with the corporate governance norms prescribed under the Companies Act, 2013, particularly, in
relation to appointment of Independent Directors to our Board and constitution of Board-level committees.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI
Listing Regulations, the Listing Agreements and the Companies Act, 2013 to the extent applicable.
The following committees have been formed in compliance with the corporate governance norms:
A) Audit Committee
B) Stakeholders Relationship Committee
C) Nomination and Remuneration Committee
The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Audit
Committee.
The Audit Committee shall have following powers/responsibilities:
a. To investigate any activity within its terms of reference.
b. To seek information from any employee.
c. To obtain outside legal or other professional advice, and
d. To secure attendance of outsiders with relevant expertise if it considers necessary
The Audit Committee shall mandatorily review the following information:
a. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
b. Management letters / letters of internal control weaknesses issued by the statutory auditors;
c. Internal audit reports relating to internal control weaknesses; and
d. The appointment, removal and terms of remuneration of the Internal Auditor.
e. Quarterly / half yearly statement of deviation(s), if applicable, submitted to stock exchange(s) in terms of
Regulation 32(1);
f. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus.
The recommendations of the Audit Committee on any matter relating to financial management, including the
audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the
Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the
same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the
Annual General Meetings of the Company to provide clarifications on matters relating to the audit.
The role of the Audit Committee not limited to but includes:
1. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the
Company;
2. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;
3. Examination of financial statement and auditors’ report thereon including interim financial result before
submission to the Board of Directors for approval, particularly with respect to;
a) Changes, if any, in accounting policies and practices and reasons for the same,
b) Major accounting entries involving estimates based on the exercise of judgment by management,
c) Significant adjustments made in the financial statements arising out of audit findings,
d) Compliance with listing and other legal requirements relating to financial statements,
e) Disclosure of any related party transactions,
f) Modified opinion(s) / Qualifications in the draft audit report.
4. Approval or any subsequent modification of transactions of the Company with related party;
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration
Committee. The scope and function of the Committee and its terms of reference shall include the following:
Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the
Board until otherwise resolved by the Board.
Meetings: The committee shall meet at least one time in financial year and as and when the need arise for review
of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the
committee or two members, whichever is higher. Meeting of the Nomination and Remuneration/Compensation
Committee shall be called by at least seven days’ notice in advance.
The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever
is higher. Meeting of the Nomination and Remuneration Committee shall be called by at least seven days’ notice
in advance.
Appointment as Joint
Chandragupt Prakash Change in
September 18, 2019 Managing Director & Chief
Mangal designation
Executive Officer
Appointment as Chief
Ashutosh Mehta September 23, 2019 Appointment
Financial Officer
Appointment as Company
Rutu Shah September 23, 2019 Appointment Secretary & Compliance
Officer
Other than the above changes, there have been no changes to the KMP of our company that are not in the normal
cause of employment.
ESOP/ESPS SCHEME TO EMPLOYEES
As on date of this Draft Prospectus, our Company does not have any employee stock option plan or purchase
schemes for our employees.
PAYMENT OR BENEFIT TO OUR OFFICERS (NON SALARY RELATED)
Except as disclosed in the heading titled “Related Party Transactions” in the section titled “Financial
Statements as Restated” beginning on page 192 of this Draft Prospectus, no amount or benefit has been paid or
given within the three preceding years or is intended to be paid or given to any of our officers except the normal
remuneration for services rendered as officers or employees.
OUR PROMOTERS:
The Promoters of our Company are Vipin Prakash Mangal, Chanakya Prakash Mangal and Chandragupt
Prakash Mangal. As on date of filing this Draft Prospectus, our Promoters hold 52,29,915 Equity Shares
representing 44.22% of the pre-issue Paid up Share Capital of our Company.
Brief profile of our Promoters are as under:
Other ventures involving our Promoter, Vipin Prakash Mangal are as follows:
1. Mangalam Worldwide Private Limited
2. Ecs Environment Private Limited
3. Mangalam Finserv Private Limited
4. Mangalam Multi Businesses Private Limited
5. Hindprakash Tradelink Private Limited
6. Hindprakash Industries Limited
7. Zaddoc Nutrition Private Limited
8. Mangalam Acumen Private Limited
9. Shirshak Exim LLP
10. Farpoint Enterprise LLP
11. Paradisal Trade LLP
12. O.P.V.P Mangal HUF
13. Om Prakash Vipin Prakash HUF
14. Vipin Prakash HUF
15. Nitex Enterprise LLP
Declaration
Our Company confirms that the Permanent Account Number, Bank Account Number, Passport Number of our
Promoters, shall be submitted to the Stock Exchange at the time of filing of this Draft Prospectus.
INTEREST OF PROMOTERS:
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the
extent of their shareholding and the dividend receivable, if any and other distributions in respect of the equity
shares held by them in our company. For details regarding shareholding of our Promoters in our Company,
please refer “Capital Structure” on page 67 of this Draft Prospectus.
Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be
paid to our Promoters or to such firm or company in cash or otherwise by any person for services rendered by
our Promoters or by such firm or company in connection with the promotion or formation of our Company.
Our Promoters are also the Directors of our Company and may be deemed to be interested to the extent of
remuneration and/ or reimbursement of expenses payable to them for services rendered to us in accordance with
the provisions of the Companies Act and in terms of the agreements entered into with our Company, if any and
subject to Articles of Association of our Company. For details please refer to the chapter titled “Our
Management”, “Financial Statements” and “Capital Structure” beginning on pages 159, 192 and 67
respectively of this Draft Prospectus.
Further, certain members of our Promoter Group are also on the board of our Group Companies and they may
be deemed to be interested to the extent of the payments made by our Company, if any, to/from the Group
Company. For the payments that are made by our Company to certain Group Companies. For details of related
party transactions entered into by our Company during last financial year with our Promoters and Group
Companies, the nature of transactions and the cumulative value of transactions, see “Related Party Transactions
on page no 190 of this Draft Prospectus.
Further, our Promoters has given personal guarantees, respectively, towards financial facilities availed from
Bankers of our Company; therefore, they are interested to the extent of the said guarantees. Further, they have
Note: As the ECPL was converted in Private Limited Company in FY 2018-19, so the Financials of FY 2016-
17 and 2017-18 are for the BR Colourchem LLP.
Significant Notes of Auditor
There are no significant notes of the Auditors in relation to the aforementioned financial statements.
LITIGATION AGAINST GROUP COMPANIES
Except as mentioned in the chapter titled ‘Outstanding Litigation and Material Developments’ beginning on
page 216 of this Draft Prospectus, Our Group Companies are not involved in any litigations which have a
material impact on our Company.
LOSS MAKING GROUP COMPANIES
Our Group Companies ‘Zaddoc Nutrition Private Limited’ & ‘ECS Environment Private Limited’ have incurred
losses during the year immediately preceding the date of filing the Draft Prospectus with Stock exchange. Please
refer the details mentioned under the head “Financial Information” of ‘Zaddoc Nutrition Private Limited’ &
‘ECS Environment Private Limited’ mentioned in this Chapter.
DEFUNCT/ STRUCK-OFF COMPANY
None of Our Group Companies have remained defunct and no application has been made to the Registrar of
Companies for striking off its name during the five years preceding the date of filing the Draft Prospectus with
Stock exchange.
NATURE AND EXTENT OF INTEREST OF OUR GROUP COMPANIES
Interest in the promotion of our Company
Except as disclosed in “Related Party Transactions” on page 190, our Group Companies do not have any
interest in the promotion or any business or other interests in our Company. For further details in relation to the
shareholding of our Group Companies in our Company, please refer to the chapter titled “Capital Structure”
on page 67 of this Draft Prospectus.
Interest in the properties acquired or proposed to be acquired by our Company in the past three years
or proposed to be acquired
Except as mentioned in the chapter titled "Our Business" under the heading Land & Property beginning on page
121 of this Draft Prospectus, our Group Companies do not have any interest in the properties acquired or
proposed to be acquired by our Company in the three years preceding the filing of Draft Prospectus or proposed
to be acquired by our Company as of the date of this Draft Prospectus.
Interest in the transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transaction for acquisition of land, construction of building or
supply of machinery.
COMMON PURSUITS
Our group companies do not have any interest in any venture that is involved in any activities similar to those
conducted by our Company. Our Group Companies are having common pursuits with our Company as they are
authorised to carry on similar activities as those conducted by Company. These Companies do not have any
non-compete agreements in place amongst themselves. Our Company will adopt the necessary procedures and
practices as permitted by law to address any conflict situations as and when it arises.
Auditor’s Report on the Restated Consolidated Statement of Assets and Liabilities as at June 30,
2019 and March 31, 2019 Profit and Loss and Cash Flows for each of the years/Period ended on
June 30, 2019 and March 31, 2019 of Mangalam Global Enterprise Limited (collectively, the
“Restated Consolidated Summary Statements”)
To,
The Board of Directors
Mangalam Global Enterprise Limited
101, Mangalam Corporate House, 19/B Kalyan Society,
Nr. M.G. International School, Mithakhali,
Ahmedabad - 380006
Dear Sir/Ma’am,
1. We have examined the attached Restated Consolidated Summary Statements along with
significant accounting policies and related notes of Mangalam Global Enterprise Limited (the
“Company”) as at and for the period /each of the years ended June 30, 2019 and March 31, 2019,
annexed to this report and prepared by the Company for the purpose of inclusion in the Offer
Document in connection with its proposed Initial Public Offer (“IPO”) on the EMERGE Platform
of National Stock Exchange of India Limited.
2. These Restated Summary Statements have been prepared in accordance with the requirements of:
(i) Part I of Chapter III to the Companies Act, 2013(“the Act”) read with Companies (Prospectus
and Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) issued by the Securities and Exchange Board of India
(“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992
and related amendments / clarifications from time to time;
(iii) The terms of reference to our engagements with the Company requesting us to carry out the
assignment, in connection with the Draft Prospectus/Prospectus being issued by the Company
for its proposed IPO of equity shares on EMERGE Platform of NSE Limited.; and
(iv) The Guidance Note on Reports in Company Prospectus (Revised 2016) issued by the Institute
of Chartered Accountants of India (“Guidance Note”).
3. The Restated Consolidated Summary Statements of the Company have been extracted by the
management from the Audited Financial Statements of the Company for the period/financial years
ended on June 30, 2019 and March 31, 2019.
4. In accordance with the requirements of Part I of Chapter III of Act including rules made therein,
ICDR Regulations, Guidance Note and Engagement Letter, we report that:
(i) The “Restated Consolidated Summary Statement of Assets and Liabilities” as set out in
Annexure 1 to this report, of the Company as at June 30, 2019 and March 31, 2019 are prepared
by the Company and approved by the Board of Directors. These Restated Consolidated
Summary Statement of Assets and Liabilities, have been arrived at after making such
adjustments and regroupings to the individual financial statements of the Company, as in our
opinion were appropriate and more fully described in Significant Accounting Policies and Notes
to Accounts as set out in Annexure 4 to this Report.
(ii) The “Restated Consolidated Summary Statement of Profit and Loss” as set out in Annexure 2
to this report, of the Company for the period/years ended June 30, 2019 and March 31, 2019
are prepared by the Company and approved by the Board of Directors. These Restated Summary
Consolidated Statement of Profit and Loss have been arrived at after making such adjustments
and regroupings to the individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to Accounts
as set out in Annexure 4 to this Report.
(iii) The “Restated Summary Consolidated Statement of Cash Flow” as set out in Annexure 3 to
this report, of the Company for the period/years ended June 30, 2019 and March 31, 2019, are
prepared by the Company and approved by the Board of Directors. These Statement of Cash
F-1
Flow, as restated have been arrived at after making such adjustments and regroupings to the
individual financial statements of the Company, as in our opinion were appropriate and more
fully described in Significant Accounting Policies and Notes to Accounts as set out in
Annexure 4 to this Report.
5. Based on the above and also as per the reliance placed by us on the audited financial statements
of the Company and report thereon given by the Statutory Auditor of the Company for the
financial years ended June 30, 2019 and March 31, 2019 we are of the opinion that:
a) the Restated Consolidated Summary Statements have been made after incorporating
adjustments for the changes in accounting policies retrospectively in respective financial
period/years to reflect the same accounting treatment as per the changed accounting policy
for all reporting periods, if any;
b) the Restated Consolidated Summary Statements have been made after incorporating
adjustments for prior period and other material amounts in the respective financial
years/period to which they relate and there are no qualifications which require adjustments;
c) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed
wherever required;
d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the
financial period/year ended on June 30, 2019 and March 31, 2019, which would require
adjustments in this Restated Financial Statements of the Company;
e) profits and losses have been arrived at after charging all expenses including depreciation and
after making such adjustments/restatements and regroupings as in our opinion are appropriate
and are to be read in accordance with the Significant Accounting Polices and Notes to
Accounts as set out in Annexure 4 to this report;
f) adjustments in Restated Consolidated Summary Statements have been made in accordance
with the correct accounting policies, which includes the impact of provision of gratuity made
on actuarial valuation basis in the Restated Consolidated Summary Statements;
g) there was no change in accounting policies, which needs to be adjusted in the Restated
Consolidated Summary Statements except mentioned in clause (f) above;
h) there are no revaluation reserves, which need to be disclosed separately in the Restated
Consolidated Financial Statements;
i) The company has proposed and paid dividend(s) as per the dividend policy of the company
effective for the said period.
6. Opinion:
In our opinion and to the best of information and explanation provided to us, and also as per the
reliance placed on reports submitted by previous auditors, the restated financial information of
the Company, read with significant accounting policies and notes to accounts as appearing in
Annexure 4 are prepared after providing appropriate adjustments and regroupings as considered
appropriate and disclosed in Annexure 4.
7. Audit for the Holding company for the period April 01, 2019 to June 30, 2019 has been conducted
by M/s. Keyur Shah & Co., Chartered Accountants and for the financial year 2018-19 has been
conducted by M/s. Kedia & Kedia Associates., Chartered Accountants. Financial statements for
the financial year ended March 31, 2019 have been re audited by us as per the relevant guidelines.
8. Audit of the Subsidiary Companies Far Point Enterprise LLP & Hind Prakash Caster Derivatives
Private Limited for the period April 01, 2019 to June 30, 2019 has been conducted by M/s. Keyur
Shah & Co., Chartered Accountants and for the financial year 2018-19 has been conducted by
M/s. Kedia & Kedia Associates., Chartered Accountants. Audit of the Subsidiary Company
Mangalprakash (Singapore) Pte. Lte. for the period April 01, 2019 to June 30, 2019 and for the
financial year ended March 31, 2019 has been conducted by CSL & Co. PAC. Financial
statements for the financial year ended March 31, 2019 for all the subsidiaries and for the period
April 01, 2019 to June 30, 2019 for Mangalprakash (Singapore) Pte. Lte. have been re audited by
us as per the relevant guidelines
F-2
`
9. We have also examined the following other financial information relating to the Company
prepared by the Management and as approved by the Board of Directors of the Company and
annexed to this report relating to the Company for the financial period/year ended on June 30,
2019 and March 31, 2019, proposed to be included in the Draft Prospectus/Prospectus.
10. Prospectus (“Offer Document”) for the proposed IPO.
Annexure of Restated Financial Statements of the Company:-
a. Significant Accounting Policies and Notes to Accounts as restated in Annexure 4;
b. Reconciliation of Restated Consolidated Profit as appearing in Annexure 4 to this report.
c. Reconciliation of Restated Consolidated Equity/Net worth as appearing in Annexure 4 to this
report.
d. Details of Consolidated Share Capital as Restated as appearing in Annexure 5 to this report;
e. Details of Consolidated Reserves and Surplus as Restated as appearing in Annexure 6 to this
report;
f. Details of Consolidated Long Term/Short Term Borrowings as Restated as appearing in
Annexure 7 to this report;
g. Nature of Security and Terms of Repayment for Consolidated Long term/Short Term
Borrowings as appearing in Annexure 7A/7B to this report
h. Details of Consolidated Deferred Tax Liabilities (Net) as Restated as appearing in Annexure 8
to this report;
i. Details of Consolidated Other Long Term Liabilities as Restated as appearing in Annexure 9
to this report;
j. Details of Consolidated Long Term/Short Term Provisions as Restated as appearing in
Annexure 10 to this report;
k. Details of Consolidated Trade Payables as Restated as appearing in Annexure 11 to this report;
l. Details of Consolidated Other Current Liabilities as Restated as appearing in Annexure 12 to
this report;
m. Details of consolidated Property Plant & Equipment as Restated as appearing in Annexure 13
to this report;
n. Details of Consolidated Intangible Assets as Restated as appearing in Annexure 14 to this
report;
o. Details of Consolidated Non-Current Investments as Restated as appearing in Annexure 15 to
this report;
p. Details of Consolidated Long/Short Term Loans and Advances as Restated as appearing in
Annexure 16 to this report;
q. Details of Consolidated Trade Receivables as Restated enclosed as Annexure 17 to this report;
r. Details of Consolidated Inventories as Restated as appearing in Annexure 18 to this report;
s. Details of Consolidated Cash and Cash Equivalents as Restated enclosed as Annexure 19 to
this report;
t. Details of Consolidated Revenue from operations as Restated as appearing in Annexure 20 to
this report;
u. Details of Consolidated Other Income as Restated as appearing in Annexure 21 to this report;
v. Details of Consolidated Cost of material consumed as restated as appearing in Annexure 22 to
this report
w. Details of Consolidated Purchase of Stock in Trade as appearing in Annexure 23A
x. Details of Consolidated Change in Inventory of Finished Goods, Stock in Trade and WIP as
F-3
appearing in Annexure 23B
y. Details of Consolidated Employee Benefit Expense as restated as appearing in Annexure 24 to
this report
z. Details of Consolidated Finance Cost as restated as appearing in Annexure 25 to this report
aa. Details of Consolidated Other Expense as restated as appearing in Annexure 26 to this report
bb. Details of Consolidated Accounting and Other Ratios as appearing in Annexure 27 to this
report.
cc. Consolidated Capitalization Statement as Restated as at June 30, 2019 as appearing in
Annexure 28 to this report;
dd. Details of Consolidated Related Parties Transactions as Restated as appearing in Annexure 29
to this report;
11. We, Keyur Shah & Co., Chartered Accountants have been subjected to the peer review process
of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review
certificate issued by the “Peer Review Board” of the ICAI.
12. The preparation and presentation of the Financial Statements referred to above are based on the
Audited financial statements of the Company and are in accordance with the provisions of the Act
and ICDR Regulations. The Financial Statements and information referred to above is the
responsibility of the management of the Company.
13. The report should not in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by any other Firm of Chartered Accountants nor should this report be
construed as a new opinion on any of the financial statements referred to therein.
14. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
15. In our opinion, the above financial information contained in Annexure 1 to 30 of this report read
with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure
4 are prepared after making adjustments and regrouping as considered appropriate and have been
prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.
16. Our report is intended solely for use of the management and for inclusion in the Offer Document
in connection with the IPO. Our report should not be used, referred to or adjusted for any other
purpose except with our consent in writing.
Sd/-
Keyur Shah
Proprietor
Membership No.: 153774
UDIN - 19153774AAAADK4206
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Mangalam Global Enterprise Limited
Non‐current liabilities
Long‐term borrowings 7 2,116.65 1,677.61
Deferred tax liabilities (net) 8 20.36 23.34
Other long‐term liabilities 9 17.51 16.90
Long‐term provisions 10 2.27 1.62
2,156.79 1,719.48
Current liabilities
Short‐term borrowings 7 5,266.33 1,071.62
Trade payables 11 284.41 156.97
Other current liabilities 12 559.41 410.64
Short‐term provisions 10 113.55 153.12
6,223.70 1,792.34
Assets
Non‐current assets
(i) Property, plant and equipment 13 2,838.02 2,424.48
(ii) Intangible assets 14 2.21 0.63
(iii) Capital work‐in‐progress 13 40.38 436.25
(iv) Goodwill on Consolidation 13A 176.54 176.54
Non‐current investments 15 364.05 242.45
Long‐term loans and advances 16 473.09 169.67
3,894.29 3,450.02
Current assets
Trade receivables 17 1,170.60 889.56
Inventories 18 5,430.03 1,477.24
Cash and bank balances 19 43.04 78.49
Short‐term loans and advances 16 1,589.00 1,263.06
8,232.67 3,708.36
Note:
The above statement should be read with the Statement of Notes to the Restated Financial
Information in Annexure 4.
As per our report of even date attached
For and on behalf of the Board of Directors
For, Keyur Shah & Co.
Chartered Accountants
Firm Registration No.: 141173W Sd/‐
Chanakya Prakash Mangal
(Director)
DIN: 06714256
Sd/‐ Sd/‐
Keyur B Shah Chandragupt Prakash Mangal
Proprietor (Director)
M. No. 153774 DIN: 07408422
Place : Ahmedabad Place : Ahmedabad
Date : 18‐10‐2019 Date : 18‐10‐2019
F-5
Mangalam Global Enterprise Limited
Tax expense
Current tax 35.79 91.55
MAT Credit ‐ (9.61)
Deferred tax (credit)/charge (2.99) 17.14
‐
Profit for the period / year 99.60 244.95
For, Keyur Shah & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 141173W
Sd/‐
Chanakya Prakash Mangal
(Director)
DIN: 06714256
Sd/‐
Keyur B Shah Sd/‐
Proprietor Chandragupt Prakash Mangal
M. No. 153774 (Director)
DIN: 07408422
Place : Ahmedabad Place : Ahmedabad
Date : 18‐10‐2019 Date : 18‐10‐2019
F-6
Mangalam Global Enterprise Limited
Net cash flow generated from/ (utilised in) operating activities (A) (4,057) (2,186)
Note:
The above statement should be read with the Statement of Notes to the Restated Financial Information of the
Company in Annexure 4.
The Cash Flow Statement has been prepared under indirect method as set out in Accounting Standard 3, 'Cash
Flow Statements' notified under Section 133 of the Companies Act, 2013
As per our report of even date attached
For and on behalf of the Board of
Directors
Sd/‐ Sd/‐
Keyur B Shah Chandragupt Prakash Mangal
Proprietor (Director)
M. No. 153774 DIN: 07408422
Place : Ahmedabad Place : Ahmedabad
Date : 18‐10‐2019 Date : 18‐10‐2019
F-7
Mangalam Global Enterprise Limited
The Company was originally incorporated as “Hindprakash Colourchem Private Limited” as a Private Limited Company
under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated September 27, 2010 issued by
the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. The name of our company was changed to “Mangalam
Global Enterprise Private Limited” pursuant to shareholders resolution passed at Extra‐Ordinary General Meeting of our
company held on June 28, 2014 and a fresh Certificate of Incorporation dated July 31, 2014 was issued by Registrar of
Companies, Ahmedabad. Subsequently, our Company was converted into a Public Limited Company pursuant to
shareholders resolution passed at Extra‐ordinary General Meeting of our Company held on September 17, 2019 and the
name of our Company was changed to “Mangalam Global Enterprise Limited”. A fresh Certificate of Incorporation
consequent upon Conversion from Private Limited Company to Public Limited Company dated September 30, 2019 was
issued by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is
U24224GJ2010PLC062434.
The Company are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage Grade (F.S.G.), Castor
De Oiled Cake and High Protein Castor De Oiled Cake for the domestic market as well as for exports to international
markets. The Company have also diversified their business operations into manufacturing of Cotton Bales (Lint Cotton)
and Delineate Cotton Seeds. Company has two separate dedicated well‐equipped manufacturing units at Harij, Gujarat
for undertaking manufacturing operations of abovementioned two product segments and they are also engaged in the
trading of Castor Seeds and Raw Cotton.
B. Summary of significant accounting policies
These aforementioned audited financial statements were prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) under the historical cost convention on accrual basis. These audited financial
statements have been prepared to comply in all material aspects with the Accounting Standards prescribed by the Central
Government, Section 133 of the Companies Act, 2013 (the "Act"), read with Rule 7 of the Companies (Accounts) Rules,
2014 (as amended) and the relevant provisions of the Act/ Companies Act, 1956, as applicable.
The Consolidated Restated Financial Information have been prepared to comply in all material aspects with the
requirements of Section 26(1)(b) of the Act read with Rules 4 to 6 of Companies (Prospectus and Allotment of Securities)
Rules, 2014 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 (as amended from time to time).
All assets and liabilities have been classified as current and non‐current as per normal operating cycle of the Company
and other criteria set out in the Schedule III to the Companies Act, 2013. Based on nature of products/services, the
Company has ascertained its operating cycle as 12 months for the purpose of current and non‐current classification of
assets and liabilities.
The aforementioned Consolidated Financial Information have been prepared in Indian Rupee (INR).
b) Use of estimates
The preparation of Consolidated Financial Information in conformity with GAAP requires that the management of the
Company to make estimates and assumptions that affect the reported amounts of income and expenses of the period,
the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the
financial statements. Examples of such estimates include the useful lives of property, plant and equipment and intangible
assets, provision for doubtful debts/ advances, future obligations in respect of retirement benefit plans, etc. Difference, if
any, between the actual results and estimates is recognised in the period in which the results are known.
c) Depreciation
The Company provides pro‐rata depreciation on additions and disposals made during the year.
Prior to 1 April 2014, depreciation on property, plant and equipment has been provided on straight line method at the
rates and in the manner specified in Schedule XIV to the Companies Act, 1956.
With effect from 1 April 2014, pursuant to the notification of Schedule II to the Companies Act, 2013, depreciation on
property, plant and equipment is provided under the straight
F-8 line method over the useful lives of assets as prescribed
under Part C of Schedule II to the Companies Act, 2013.
Mangalam Global Enterprise Limited
d) Revenue recognition
(a) Revenue is recognised to the extent it is possible that economic benefits will flow to the company and the revenue
can be reliably measured and there is a reasonable certainty regarding ultimate collection.
(b) Revenue from sale of products is recognised on transfer of all significant risks and rewards of ownership of the goods
to the customers, which generally coincides with the dispatch of goods. Sales are stated exclusive of GST/ VAT, trade
discounts and sales returns.
(c) Export benefits / incentives are accounted on accrual basis in accordance with various government schemes in respect
thereof and are shown under “Other Operating Revenue”. Benefits available under the Export Licenses and in the nature
of duty drawback are accounted for based on eligibility and when there is no significant uncertainty as to its ultimate
collection
(d) Interest income is recognised on a time proportionate basis taking into account the amount outstanding and the rate
applicable.
(e) Revenue in respect of other income is recognised when no significant uncertainty as to its determination or
realization exists.
(f) Dividend income is recognised when the right to receive the dividend is established.
g) Investments
Investments are classified into current investments and non‐current investments. Current investments, i.e. investments
that are readily realisable and intended to be held for not more than a year are valued at lower of cost and net realisable
value. Any reduction in the carrying amount or any reversal of such provision towards reductions are charged or credited
to the Statement of Profit and Loss.
Non‐current investments are stated at cost. Provision for diminution in the value of these investments is made only if
such decline is other than temporary, in the opinion of the management.
On disposal of investment, the difference between its carrying amount and net disposal proceeds is charged or credited
to the statement of Profit and Loss
h) Employee benefits
F-9
Mangalam Global Enterprise Limited
i) Borrowing Costs
Borrowing Cost includes interest and amortization of ancilliary costs incurred in connection with the arrangement of
Borrowings. General and specific borrowing costs directly attributable to the acquisition/ construction of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to
the cost of those assets, until such time the assets are substantially ready for their intended use. All other borrowing
costs are recognised as an expense in Statement of Profit and Loss in the period in which they are incurred.
j) Taxes on income
(a) Current tax is measured at the amount expected to be paid on the basis of relief and deductions available in
accordance with the provisions of Indian Income Tax Act, 1961 and includes Minimum Alternate Tax (“MAT”) paid by the
company on book profits in accordance with the provisions of the Income Tax Act, 1961. MAT credit is recognised as an
asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the
specified period and will be able to set off such MAT credit entitlement.
(b) Deferred income tax reflects the impact of the current year reversible timing differences between the taxable income
and accounting income for the Year and reversal of timing differences of the earlier Year. Deferred tax is measured based
on the tax rates and tax laws enacted or substantively enacted as at the balance sheet date. Deferred tax assets are
recognised only to the extent there is virtual certainty that sufficient future taxable income will be available against which
such deferred tax assets can be realized.
k) Inventories
Inventories consisting of Raw Materials, Work‐in‐Process, Finished Goods and Traded Goods are valued at lower of cost
and net realizable value. For this purpose, the cost of raw material, finished goods and work‐in‐process is determined
using FIFO/average cost method (net of Input Tax Credit availed) as the case may be
Inventories consisting of Stores, Consumables, Spare Parts, and Packing Materials etc. are valued at lower of cost and net
realizable value. For this purpose direct costs, and appropriate relevant overheads are apportioned using the FIFO
method.
l) Impairment of assets
Management evaluates at regular intervals, using external and internal sources, the need for impairment of any asset.
Impairment occurs where the carrying value exceeds the present value of future cash flows expected to arise from the
continuing use of the asset and its net realisable value on its eventual disposal. Any loss on account of impairment is
expensed as the excess of the carrying amount over the higher of the asset’s net sales price or present value as
determined.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the
carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual
depreciation if there was no impairment.
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Mangalam Global Enterprise Limited
m) Government Grant
Government Grants are recognized when there is a reasonable assurance that the same will be received. Revenue grants
are recognized in the Statement of Profit and Loss. Capital grants relating to specific fixed assets are reduced from the
gross value of the respective Fixed Assets. Other capital grants are credited to Capital Reserve.
Basic Earning per Share is calculated by dividing the net profit after tax for the year attrituable to Equity Shareholders of
the Company by the weighted average number of Equity Shares outstanding at the end of the year. Diluted earning per
share is calculated by dividing net profit attrituable to equity shareholders (after adjustment for diluted earnings) by
average number of weighted equity share outstanding at the end of the year.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will
be confirmed only by the occurrence or non‐occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Contingent Assets are not recognised in the financial statements since this may result in the recognition of income that
may never be realized
F-11
Mangalam Global Enterprise Limited
791.39 2,756.90
D. Segment Reporting
The Company are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage
Grade (F.S.G.), Castor De Oiled Cake and High Protein Castor De Oiled Cake for the domestic market as
well as for exports to international markets. The Company have also diversified their business
operations into manufacturing of Cotton Bales (Lint Cotton) and Delineate Cotton Seeds.In view of the
above, both primary and secondary additional reporting disclosures for business / geographical
segments as envisaged in Accounting Standard 17, "Segment Reporting" are not applicable to the
Company.
The year end foreign currency exposures that have not been hedged by a derivative instrument or
F.
otherwise are given below:
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Mangalam Global Enterprise Limited
As At As At
Particulars
30.06.2019 31.03.2019
(i) The Amount relating to the prior period & other Income / Expenses have been adjusted in the year to
which the same realted to & under which head the same realtes to
(ii) The Company has provided Excess or Short Provision in the year in which the Income Tax Return has
been filled for the respective financial year But in the Restated Financial Information the company has
provided Excess or Short Provision in the year to which it relates to.
(iii) There is change in deferred tax assets / liabilities as per audited books of accounts and as per restated
books for respective financial covered under the restated financial information and the same has been
given effect in the year to which the same realtes to.
F-13
To give Explanatory Notes Regarding Adjustment :‐
Appropriate adjustment have been made in the Consolidated financial statement, wherever required, by
reclassification of the corresponding item of income, expenses, assets and liabilities, in order to bring
them I line with the groupings asper audited financail of the company for all the years and teh
requirements of teh Securities and Exchange Board of India ( Issue of Capital and Disclosure
) l
(c) Reconciliation of restated Equity / Networth:
Particulars As at June 30, As at March 31,
2019 2019
Adjustment for:
Difference Pertaining to changes in Profit / Loss due to Restated
Effect for the period covered in Restated Financial 0.64 (15.40)
Prior Period Adjustments (1.12) (1.09)
F-14
Mangalam Global Enterprise Limited
F-15
c) Consolidated Shareholders holding more than 5% of the shares of the Company
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Equity shares of ₹ 10 each
Chanakayaprakash V Mangal
‐ Number of shares 4,14,820 4,14,820
‐ Percentage holding (%) 17.84% 17.84%
Chandraguptprakash V Mangal
‐ Number of shares 4,39,775 4,39,775
‐ Percentage holding (%) 18.91% 18.91%
Rashmi V Mangal
‐ Number of shares 1,81,378 1,81,378
‐ Percentage holding (%) 7.80% 7.80%
Vipinprakash O Mangal
‐ Number of shares 1,91,388 1,91,388
‐ Percentage holding (%) 8.23% 8.23%
Om Prakash Mangal
‐ Number of shares 2,85,715 2,85,715
‐ Percentage holding (%) 12.29% 12.29%
F-16
Mangalam Global Enterprise Limited
Annexure 6: Consolidated Statement of Reserves and surplus (Amount in Lakhs)
Consolidated Consolidation
Particulars
30.06.2019 31.03.2019
F-17
Mangalam Global Enterprise Limited
Unsecured
(c) Loans from related parties
From Directors 596.68 676.54 576.33 ‐
Inter Corporate Deposits 453.33 160.78 ‐ ‐
‐ ‐ ‐ ‐
(d) Term loans ‐ ‐ ‐ ‐
From banks ‐ ‐ ‐ ‐
From others ‐ ‐ ‐ ‐
(e) Others
HDFC Bank LCBD ‐ ‐ ‐ ‐
1,050.01 837.33 576.33 ‐
F-18
Mangalam Global Enterprise Limited
Annexure 7(a): Principal terms and conditions of Long‐term borrowings as at 30 June 2019
Principal
Tenure of the
amount
Sr. Name of the Currency Sanctioned Rate of interest loan (in Repayment schedule
outstanding as Security
no. lender of loan amount (₹) (p.a.) months/ in of loans
on 30 June 2019
days)
(₹)
Loan is secured against respective Vehicle
Equated monthly
installments
1 ICICI Bank INR 64 Lakhs 40.48 7.74% 48 M
amounting to Rs 1.54
lakhs
Primary Security:
Hypothication of Stock of Raw Material, Stock‐in‐Process,
Finished Goods Stores & Spares, Book‐debt Statement,
Machinery which is installed in factory premises. Land
and Buiding of factory premises and Vehicle Registration
The Mehsana Equated monthly
under Mehsana RTO Office HP by the Mehsana Urban Co‐
Urban Co‐ installments
2 INR 350 Lakhs 303.38 11.50% 72 M op Babk Ltd. FDR Margin and letter of Counter
Operative Bank amounting to Rs 6.75
Guarantee.
Limited lakhs
Collateral Securities:
Notes
1 The figures disclosed above are based on the Restated Consolidated summary statement of assets & liabilities of the company .
2 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities, Restated Consolidated statement of Profit & Loss, Restated Consolidated statement of
Cashflow, significant accounting policies & notes to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-19
Annexure 7(b): Principal terms and conditions of Short‐term borrowings as at 30 June 2019
Principal
amount Tenure of the
Sr. Name of the Currency Sanctioned Rate of interest Repayment schedule
outstanding as loan (in Security
no. lender of loan amount (₹) (p.a.) of loans
on 30 June 2019 months)
(₹)
Repayment on
HDFC Bank CC INR 1500 Lakhs MCLR + 1.60% 12 M
Demand
HDFC Bank(Export
Packing Credit/
Repayment on
Post Shipment INR (1500 Lakhs) MCLR + 1.60% 12 M
Demand
Credit Facility (Sub Loan is secured against :
Limit of CC) i) Primary Security:‐ Hypothecation of stock & book
debts on enitre exposure.
HDFC Bank (Post MCLR + 1.60% If
ii) Collateral Security:‐
Shipment Credit availed in foreign Repayment on
INR (1500 Lakhs) 12 M a. Plot No. 31, The Samast Brahmakshatriya Co.
FBD/FBP/EBR/FBD currency: LIBOR + Demand
Operative Housing Society Ltd., Opp. Chandranaga Bus
1 Backed by LC) 1,805.18 250bps
Stop, BRTS Road, Ahmedabad.
HDFC Bank (Letter
Commission of Repayment on b. Bunglow on Plot No. 19/B, Kalyan Society, Nr.
of Credit Sub Limit INR (1500 Lakhs) 12 M
1.50% per annum Demand Mahatma Gandhi International School, nagri Hospital
of CC)
Road, Ahmedabad.
HDFC Bank (Bank
Commission of Repayment on c. office no. 201, Setu Complex, P. Nagar Road, Nr.
Gurantee Sub INR (1500 Lakhs) 12 M
1.50% per annum Demand Girish Gold Drink, Ahmedabad
Limit of CC)
As Per Product Repayment on
HDFC Bank (PSR) INR 500 lakhs 12 M
Note Demand
HDFC Bank (DRUL Repayment on
INR (500 Lakhs) MCLR + 1.60% 12 M
(Sublimit of PSR)) Demand
Loan is secured against:
i)demand promissory note
ii) any other security acceptable as its sole discretion
Edelweiss Finance on or before expiry of
2 INR 1000 Lakhs 911.47 12% 30 M such that security cover is achieved & is complaint with
Ltd the validity period
the extant rules
iii) Pledge of approved commodities in the form manner
acceptable to ECLFL
Loan is secured against :
i) Pledge of entire inventroy of commodity as a
9.95% ( MCLR + continuing security
3 HDFC Bank INR 1500 Lakhs 997.89 11 M Repayable on demand
1.15%) ii) Personal Gaurantee of :
a) Chanakya Mangal
b) Chandragupt Mangal
1 year MCLR + Loan is secured against:‐
0.75% p.a. payable
4 Indusind Bank INR 500 Lakhs 152.57 at months rests, 12 M Repayable on demand i)Pledge of stock as per warehouse receipt from the
including CM
Charges borrower
Lien mark on demat receipt/ pledge of pysical receipt of
Kotak Mahindra MCLR 6M Rate +
5 INR 1000 Lakhs 257.82 270 days Repayable on demand
Bank 1.00%
underlying commodities namely castor seeds
Loan is secured against :
i) Pledge of warehouse receipt / storage receipts with
Axis Bank ‐ pledge MCLR + 3.05% p.a lien noted in favour of bank
6 INR 400 Lakhs 304.06 12 M Repayable on demand
loan i.e. 11.65% ii) Personal Gaurantee of :
a) Chanakya Mangal
b) Chandragupt Mangal
F-20
Mangalam Global Enterprise Limited
Note:
In accordance with accounting standard 22, Accounting for taxes on income, issued by the institute of Chartered
Accountant of India, the Deferred Tax Assets (net of Liabilities) is provided in the books of account as at the end of the
year.
F-21
Annexure 9: Consolidated Statement of Other long‐term liabilities
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Advance Rent / Rent Deposit 14.20 14.20
Other Liabilities 3.31 2.70
17.51 16.90
Note:
2 The figures disclosed above are based on the Restated Consolidated summary statement of assets & liabilities of the
company .
3 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities, Restated
Consolidated statement of Profit & Loss, Restated Consolidated statement of Cashflow, significant accounting policies &
notes to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-22
Mangalam Global Enterprise Limited
The actuarial assumptions used in accounting for the gratuity plan were as follows:
Discount rate 7.70% 7.70%
Rate of increase in compensation levels 8.33% 8.33%
Attrition Rate 5 % younger 5 % younger ages
ages and and reducing to 1
reducing to 1 % % at older ages
at older ages according to
according to graduated scale
graduated scale
F-23
Annexure 11: Consolidated Statement of Trade payables
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Dues of micro and small enterprises (refer note below)
Dues to others 192.46 59.36
Creditors for Expenses 91.96 97.61
284.41 156.97
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
ICICI Bank Vehicle Loan Installments repayble with in 12 Months 16.04 15.64
Industrial Term Loan‐ The Mehsana Urban Co Op Bank 75.85 73.69
Machinery Term loan‐ The Mehsana Urban Co Op Bank 43.29 35.37
Notes:
Advance received from the customers have been taken as certified by the management of the company
and no security has been offered by the company against the same.
F-24
Mangalam Global Enterprise Limited
Net block
Balance as at 31 March 2017 410.58 138.70 ‐ 0.05 1.78 1.27 ‐ 552.38
Balance as at 31 March 2018 493.46 136.21 ‐ 0.69 3.57 6.31 66.41 706.65
Balance as at 31 March 2019 567.93 585.26 1,114.67 7.83 4.30 74.90 69.59 2,424.48
Balance as at 30th June 2019 567.93 612.12 ‐ 12.55 4.17 74.49 67.20 2,838.02
Notes
1 The figures disclosed above are based on the Restated Consolidated summary statement of assets & liabilities of the company .
2 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities, Restated Consolidated statement of Profit & Loss, Restated Consolidated statement of Cashflow,
significant accounting policies & notes to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-25
Mangalam Global Enterprise Limited
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
‐ 176.54
Balance at the end of the period/year 176.54 176.54
Notes
1 The figures disclosed above are based on the Restated Consolidated summary statement of assets &
liabilities of the company .
2 The above statememnt should be read with the Restated Consolidated statement of assets &
liabilities, Restated Consolidated statement of Profit & Loss, Restated Consolidated statement of
Cashflow, significant accounting policies & notes to restated Consolidated summary statements as
appearing in annexures 1 , 2 , 3 & 4 respectively.
F-26
Mangalam Global Enterprise Limited
-
Annexure 14: Consolidated Statement of Intangible assets
Accumulated amortisation
Balance as at 1 April 2016 0.06 0.06
Amortisation charge 0.03 0.03
Balance as at 31 March 2017 0.09 0.09
Amortisation charge 0.03 0.03
Balance as at 31 March 2018 0.12 0.12
Amortisation charge 0.14 0.14
Balance as at 31 March 2019 0.26 0.26
Amortisation charge 0.11 0.11
Balance as at 30 th June 2019 0.37 0.37
Net block
Balance as at 31 March 2017 0.02 0.02
Balance as at 31 March 2018 0.15 0.15
Balance as at 31 March 2019 0.64 0.64
Balance as at 30 th June 2019 2.22 2.22
Notes
1 The figures disclosed above are based on the Restated Consolidated summary statement of assets & liabilities of the company .
2 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities, Restated Consolidated statement of Profit & Loss, Restated Consolidated statement of Cashflow, significant accounting
policies & notes to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-27
Annexure 15: Consolidated Statement of Non-current investments
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
(i) of subsidiaries
100000 (PY Nil) ordinary shares - Mangalprakash (Singapore) Pte. Ltd (Fully Paidup)
60109 (PY Nil) Equity Shares in Hindprakash Castor Derivatives Pvt Ltd (of Rs. 10/- each Fully
Paidup)
(ii) of associates
(iii) of others
404255 (PY Nil) Equity Shares in ECS Environment Pvt Ltd (of Rs. 10/- each Fully Paidup) 242.55 121.28
364.05 242.45
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Aggregate amount of unquoted investments 364.05 242.45
Notes
1 The figures disclosed above are based on the Restated Consolidated summary statement of assets & liabilities of the
company .
2 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities, Restated
Consolidated statement of Profit & Loss, Restated Consolidated statement of Cashflow, significant accounting policies & notes
to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-28
Mangalam Global Enterprise Limited
Note 1. Advance given to suppliers have been taken as certified by the management of the company.
Note 2. No Securitites have been taken by the company against advances given to suppliers
Note 3 The figures disclosed above are based on the Restated Consolidated summary statement of assets &
liabilities of the company .
Note 4 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities,
Restated Consolidated statement of Profit & Loss, Restated Consolidated statement of Cashflow, significant
accounting policies & notes to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4
respectively.
F-29
Mangalam Global Enterprise Limited
Other debts
O/s Exceeding 6 Months 0.10 116.92
O/s Not Exceeding 6 Months 1,019.79 653.93
1,019.89 770.85
1,170.60 889.56
As per the view of the Management of the Company there is no doubtful debts and hence provision for
doubtful debts have not been made.
Trade Receivables as on 30th June, 2019 has been taken as certified by the Management of the Company.
The figures disclosed above are based on the restated standalone summary statement of assets & liabilities
of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities,
Restated standalone statement of Profit & Loss, Restated standalone statement of Cashflow, significant
accounting policies & notes to restated summary statements as appearing in annexures 1 , 2 , 3 & 4
respectively.
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Raw Material
Raw Material 4,213.27 551.16
4,213.27 551.16
Finished Goods 650.11 636.27
Semi‐Finished Goods 480.46 229.54
Packing Material 86.19 60.27
5,430.03 1,477.24
Note :‐
Value of Inventories as on 30th June, 2019 has been taken as certified by the management of the company
F-30
Annexure 19: Consolidated Statement of Cash and Bank balances
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
43.04 78.49
43.04 78.49
Notes
1 The figures disclosed above are based on the Restated Consolidated summary statement of assets &
liabilities of the company .
2 The above statememnt should be read with the Restated Consolidated statement of assets & liabilities,
Restated Consolidated statement of Profit & Loss, Restated Consolidated statement of Cashflow, significant
accounting policies & notes to restated Consolidated summary statements as appearing in annexures 1 , 2 , 3
& 4 respectively.
F-31
Mangalam Global Enterprise Limited
14,627.89 38,980.52
14,627.89 38,981.00
Notes
The figures disclosed above are based on the Restated Consolidated summary statement
of Profit & Loss of the company .
2. The above statememnt should be read with the Restated Consolidated statement of
assets & liabilities, Restated Consolidated statement of Profit & Loss, Restated
Consolidated statement of Cashflow, significant accounting policies & notes to restated
Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4(A) respectively.
F-32
Annexure 21: Consolidated Statement of Other income
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Note:
1 All the items of other income are related to business activities. Further, out of all the items
of other income only interest income from deposits and gain on foreign currency
translations and transactions are recurring and the remaining are non‐recurring in nature.
F-33
Annexure 22. Consolidated Statement Cost of Material Consumed (including Cost of (Amount in Lakhs)
Traded Goods Sold)
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
13281.35 18,294.58
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
750.62 19,614.86
WIP
Opening Stock 229.54 ‐
Less: Closing Stock (480.46) (229.54)
(264.76) (865.81)
Note:
The figures disclosed above are based on the Restated Consolidated summary statement
1 of Profit & Loss of the company .
The above statememnt should be read with the Restated Consolidated statement of
assets & liabilities, Restated Consolidated statement of Profit & Loss, Restated
Consolidated statement of Cashflow, significant accounting policies & notes to restated
2 Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-34
Annexure 24: Consolidated Statement of Employee benefits expense (Amount in Lakhs)
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
123.69 254.15
Interest expense:
Interest expense 154.44 315.61
Other Borrowing Cost 0.1 25.02
154.54 340.63
Note:
The figures disclosed above are based on the Restated Consolidated summary statement
1
of Profit & Loss of the company .
The above statememnt should be read with the Restated Consolidated statement of
assets & liabilities, Restated Consolidated statement of Profit & Loss, Restated
2
Consolidated statement of Cashflow, significant accounting policies & notes to restated
Consolidated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-35
Mangalam Global Enterprise Limited
Consolidated Consolidated
Particulars
30.06.2019 31.03.2019
Manufacturing Expenses
Power & Fuel 58.18 169.58
Loading‐Unloading Expense 22.90 38.01
Lease Rent Expense 6.31 16.75
Factory Consumable 16.84 76.81
Other Factory Expense 0.16 18.95
Repair & Maintenance ‐ Plant & Machinery 27.12 40.42
Repair & Maintenance ‐ Others 0.66 2.01
Raw Material (Commodity) Hedging Cost 25.01 12.08
Packing Expenses 5.30 9.12
Total 162.47 383.74
Notes
The figures disclosed above are based on the Restated Consolidated summary statement of
1
Profit & Loss of the company .
The above statememnt should be read with the Restated Consolidated statement of assets
2 & liabilities, Restated Consolidated statement of Profit & Loss, Restated Consolidated
statement of Cashflow, significant accounting policies & notes to restated Consolidated
F-36
Mangalam Global Enterprise Limited
I Basic earnings per share after bonus issue (₹) (B/E) 0.88 2.31
J Diluted earnings per share after bonus issue (₹) (B/F) 0.88 2.31
L Number of shares outstanding at the end of the period/ year 23,25,482 23,25,482
M Number of shares outstanding at the end of the period/ year 116,27,410 116,27,410
after bonus issue
N Net asset value per equity share of ₹ 10 each (₹) (A/L) 152.03 147.62
Notes :‐
1) The ratios have been computed in the following manner :
a) Basic and Diluted earnings per share (₹) Restated Profit after tax attributable to equity shareholders
Weighted average number of equity shares outstanding during
the period/year
c) Net asset value per share (₹) Restated Net Worth as at period/ year end
Total number of equity shares as at period/ year end
2) The figures disclosed above are based on the Restated Financial Information of the Company.
3) Ratios for the three months ended 30th June 2019 have not been annualized.
4) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/year
adjusted for the number of equity shares issued during the period/year multiplied by the time weightage factor. The time
weightage factor is the number of days for which the specific shares are outstanding as a proportion of total number of days
5) Net worth for the ratios represents sum of share capital and reserves and surplus (share premium and surplus in the Restated
Summary Statement of Profit and Loss).
6) The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in
Annexure 4.
F-37
Mangalam Global Enterprise Limited
Borrowings
Short‐ term 5,266.33 5,266.33
Long‐ term (including current maturities) (A) 2,251.82 2,251.82
Total Borrowings (B) 7,518 7,518
Shareholders' funds
Share capital 232.55 1,605.74
Reserves and surplus 3,302.80 4,142.91
Total Shareholders' funds (C) 3,535.35 5,749
Notes:
1 Short‐term borrowings implies borrowings repayable within 12 months from the Balance Sheet date. Long‐
term borrowings are debts other than short‐term borrowings and also includes the current maturities of long‐
term borrowings (included in other current liabilities).
2 The above ratios have been computed on the basis of the Restated Consolidated Summary Statement of
Assets and Liabilities of the Company.
3 The above statement should be read with the Statement of Notes to the Restated Consolidated Financial
Information of the Company
F-38
Mangalam Global Enterprise Limited
Amount Amount
Amount of Amount of Amount of Amount of
outstanding as outstanding as
Transaction Transaction Transaction Transaction
Name of Party Nature of Relation Nature of Transaction on on
debited upto credited upto debited in 2018‐ credited in 2018‐
30.06.2019Payab 31.03.2019Payab
30.06.2019 30.06.2019 19 19
le/(Receivable) le/(Receivable)
Foreign Travelling Exps - - - - - -
Share Issue - - - - 135.22 135.22
Vipin Prakash Mangal (Holding Co.) Promoter Reimbursement Expense - 4.14 4.14 - - -
Interest on Borrowing 14.16 - 14.16 - - -
Loan 518.83 229.25 762.25 - 199.23 192.00
Share Issue - - - - 135.22 135.22
Om Prakash Mangal (Holding Co.) Relative of Promoter
Unsecured Loans - - - - 452.50 450.00
Salary 0.88 - 0.88 - 4.50 4.50
Hemalata Omprakash Mangal (Holding Co.) Relative of Promoter Share Issue - - - - - -
Loan - - - - 50.00 50.00
Sanjay Prakash Mangal (Holding Co.) Relative of Promoter Salary 0.99 - 0.99 - - -
Salary 2.35 - 2.35 - 4.50 4.50
Interest on Borrowing 0.67 - 0.67 - - -
Loan 47.50 - 47.50 - 155.12 151.00
Rashmi Mangal (Holding Co.) Relative of Promoter
Share Issue - - - - 101.61 101.61
Foreign Travelling Exps - - - - - -
Rent - - - - 0.05 0.05
Rent - 4.39 4.39 - - -
Rent Deposit - 2.70 2.70 - - - -
Investment - - - - 0.50 0.50
Interest on Borrowing 0.08 - 0.08 - - -
Chankya Prakash Mangal (Holding Co.) Promoter
loan 3.00 7.00 10.00 - 665.63 556.05
Share Issue - - - - 351.43 351.43
Foreign Travelling Exps - - - - - -
Salary 3.31 6.00 9.31 - 4.50 4.50
Salary 2.31 - 2.31 - - -
Foreign Travelling Exps - - - - - -
Interest on Borrowing 0.12 - 0.12 - - -
Chandragupt Prakash Mangal (Holding Co.) Promoter
loan 13.00 - 13.00 - 507.12 451.00
Share Issue - - - - 386.37 386.37
Consultancy Fees - 6.50 6.50 - 10.25 10.25
Reimbursement Expense - - - - - -
Mangalam Worldwide Private Limited (Holding Co.) Associate Company Share Issue - - - - 645.00 645.00
Sales (Rent) - - - - 1.30 1.30
Sales & Purchase - 20.50 159.82 159.82 - 20.50 5,193.30 5,172.80
Rent Deposit - 20.00 - - - 20.00 20.00 -
Rent Expenses
Hind Prakash Castor Derivatives Pvt Ltd (Holding Co.) Subsidiary Company
Rent Income 0.77 32.40 33.17 - 0.57 0.57
Loans and Advance - 9.30 32.80 190.00 - 166.50 404.50 238.00
Interest on advance - 7.63 3.83 - - 3.81 3.81 -
Purchase - - - - - -
Sales - - - - - -
Hindprakash Tradelink Private Limited (Holding Co.) Associate Company
Interest on Borrowing 0.87 - 0.87 - 6.92 6.92
Loan 160.00 - 160.00 - 980.75 980.75
Reimbursement Expense - 0.03 0.03 - - -
Shirshak Exim LLP (Holding Co.) Associate Company
Purchase - - - - 272.03 272.03
Share Issue - - - - 564.02 564.02
Zaddoc Nutrition Private Limited (Holding Co.) Associate Company Interest on Borrowing - - - - 19.19 19.19
Loans - - - - 1,434.02 1,434.02
Associate Company Loans - 8.10 - - - 8.10 8.10 -
Ecofine Colourchem Private Limited (Holding Co.)
Associate Company Interest on advance - 0.50 - - - 0.50 0.50 -
Purchase of fixed asset - - - - 1.83 1.83
ECS Environment Private Limited (Holding Co.) Associate Company Rent Income - 0.06 - - - 0.06 0.61 0.55
Sales - 93.48 - 23.06 - 116.54 125.54 9.00
Auditor’s Report on the Restated Standalone Statement of Assets and Liabilities as at June 30,
2019, March 31, 2019, 2018 and 2017 Profit and Loss and Cash Flows for each of the years/Period
ended on June 30, 2019, March 31, 2019, 2018 and 2017 of Mangalam Global Enterprise Limited
(collectively, the “Restated Standalone Summary Statements”)
To,
The Board of Directors
Mangalam Global Enterprise Limited
101, Mangalam Corporate House, 19/B Kalyan Society,
Nr. M.G. International School, Mithakhali,
Ahmedabad - 380006
Dear Sir/Ma’am,
1. We have examined the attached Restated Standalone Summary Statements along with significant
accounting policies and related notes of Mangalam Global Enterprise Limited (the “Company”)
as at and for the period /each of the years ended June 30, 2019, March 31, 2019, 2018 and 2017
annexed to this report and prepared by the Company for the purpose of inclusion in the Offer
Document in connection with its proposed Initial Public Offer (“IPO”) on the EMERGE Platform
of NSE Limited.
2. These Restated Summary Statements have been prepared in accordance with the requirements of:
(i) Part I of Chapter III to the Companies Act, 2013(“the Act”) read with Companies (Prospectus
and Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) issued by the Securities and Exchange Board of India
(“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992
and related amendments / clarifications from time to time;
(iii) The terms of reference to our engagements with the Company requesting us to carry out the
assignment, in connection with the Draft Prospectus/Prospectus being issued by the Company
for its proposed IPO of equity shares on EMERGE Platform of NSE Limited.; and
(iv) The Guidance Note on Reports in Company Prospectus (Revised 2016) issued by the Institute
of Chartered Accountants of India (“Guidance Note”).
3. The Restated Summary Statements of the Company have been extracted by the management from
the Audited Financial Statements of the Company for the period/financial years ended on June
30, 2019, March 31, 2019, March 31, 2018 and March 31, 2017.
4. In accordance with the requirements of Part I of Chapter III of Act including rules made therein,
ICDR Regulations, Guidance Note and Engagement Letter, we report that:
(i) The “Restated Standalone Summary Statement of Assets and Liabilities” as set out in Annexure
1 to this report, of the Company as at June 30, 2019, March 31, 2019, March 31, 2018 and
March 31,2017 are prepared by the Company and approved by the Board of Directors. These
Restated Standalone Summary Statement of Assets and Liabilities, have been arrived at after
making such adjustments and regroupings to the individual financial statements of the
Company, as in our opinion were appropriate and more fully described in
F-40
Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 to this Report.
(ii) The “Restated Standalone Summary Statement of Profit and Loss” as set out in Annexure 2 to
this report, of the Company for the period/years ended June 30, 2019, March 31, 2019, March
31, 2018 and March 31, 2017 are prepared by the Company and approved by the Board of
Directors. These Restated Summary Standalone Statement of Profit and Loss have been arrived
at after making such adjustments and regroupings to the individual financial statements of the
Company, as in our opinion were appropriate and more fully described in Significant
Accounting Policies and Notes to Accounts as set out in Annexure 4 to this Report.
(iii) The “Restated Summary Standalone Statement of Cash Flow” as set out in Annexure 3 to this
report, of the Company for the period/years ended June 30, 2019, March 31, 2019, March 31,
2018 and March 31, 2017 are prepared by the Company and approved by the Board of Directors.
These Statement of Cash Flow, as restated have been arrived at after making such adjustments
and regroupings to the individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to Accounts
as set out in Annexure 4 to this Report.
5. Based on the above and also as per the reliance placed by us on the audited financial statements
of the Company and report thereon given by the Statutory Auditor of the Company for the
financial years ended June 30, 2019, March 31, 2019, March 31, 2018 and March 31, 2017 we
are of the opinion that:
a) the Restated Summary Statements have been made after incorporating adjustments for the
changes in accounting policies retrospectively in respective financial period/years to reflect
the same accounting treatment as per the changed accounting policy for all reporting periods,
if any;
b) the Restated Summary Statements have been made after incorporating adjustments for prior
period and other material amounts in the respective financial years/period to which they relate
and there are no qualifications which require adjustments;
c) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed
wherever required;
d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the
financial period/year ended on June 30, 2019, March 31, 2019, March 31, 2018 and March
31, 2017 which would require adjustments in this Restated Financial Statements of the
Company;
e) profits and losses have been arrived at after charging all expenses including depreciation and
after making such adjustments/restatements and regroupings as in our opinion are appropriate
and are to be read in accordance with the Significant Accounting Polices and Notes to
Accounts as set out in Annexure 4 to this report;
f) adjustments in Restated Summary Statements have been made in accordance with the correct
accounting policies, which includes the impact of provision of gratuity made on actuarial
valuation basis in the Restated Summary Statements;
g) there was no change in accounting policies, which needs to be adjusted in the Restated
Summary Statements except mentioned in clause (f) above;
h) there are no revaluation reserves, which need to be disclosed separately in the Restated
Financial Statements;
i) the company has proposed and paid dividend(s) as per the dividend policy of the company
effective for the said period.
6. Opinion:
In our opinion and to the best of information and explanation provided to us, and also as per the
reliance placed on reports submitted by previous auditors, the restated financial information of
the Company, read with significant accounting policies and notes to accounts as appearing in
Annexure 4 are prepared after providing appropriate adjustments and regroupings as considered
appropriate and disclosed in Annexure 4.
F-41
`
7. Audit for the period April 01, 2019 to June 30, 2019 has been conducted by M/s. Keyur Shah &
Co., Chartered Accountants and for the financial year 2018-19, 2017-18 & 2016-17 has been
conducted by M/s. Kedia & Kedia Associates., Chartered Accountants. Accordingly reliance has
been placed on the financial information examined by these auditors for the said years. The
financial report included for these years is based solely on the report submitted by these auditors
for the said years. Further financial statements for the period / financial year ended on June 30,
2019 and March 31, 2019 have been re audited by us as per the relevant guidelines.
8. We have also examined the following other financial information relating to the Company
prepared by the Management and as approved by the Board of Directors of the Company and
annexed to this report relating to the Company for the financial period/year ended on June 30,
2019, March 31, 2019, March 31, 2018 and March 31, 2017 proposed to be included in the Draft
Prospectus/Prospectus.
9. Prospectus (“Offer Document”) for the proposed IPO.
Annexure of Restated Financial Statements of the Company:-
a. Significant Accounting Policies and Notes to Accounts as restated in Annexure 4;
b. Reconciliation of Restated Profit as appearing in Annexure 4 to this report.
c. Reconciliation of Restated Equity/Net worth as appearing in Annexure 4 to this report.
d. Details of Share Capital as Restated as appearing in Annexure 5 to this report;
e. Details of Reserves and Surplus as Restated as appearing in Annexure 6 to this report;
f. Details of Long Term/Short Term Borrowings as Restated as appearing in Annexure 7 to this
report;
g. Nature of Security and Terms of Repayment for Long term/Short Term Borrowings as
appearing in Annexure 7A/7B to this report
h. Details of Deferred Tax Liabilities (Net) as Restated as appearing in Annexure 8 to this report;
i. Details of Other Long Term Liabilities as Restated as appearing in Annexure 9 to this report;
j. Details of Long Term/Short Term Provisions as Restated as appearing in Annexure 10 to this
report;
k. Details of Trade Payables as Restated as appearing in Annexure 11 to this report;
l. Details of Other Current Liabilities as Restated as appearing in Annexure 12 to this report;
m. Details of Property Plant & Equipment as Restated as appearing in Annexure 13 to this report;
n. Details of Intangible Assets as Restated as appearing in Annexure 14 to this report;
o. Details of Non-Current Investments as Restated as appearing in Annexure 15 to this report;
p. Details of Long/Short Term Loans and Advances as Restated as appearing in Annexure 16 to
this report;
q. Details of Trade Receivables as Restated enclosed as Annexure 17 to this report;
r. Details of Inventories as Restated as appearing in Annexure 18 to this report;
s. Details of Cash and Cash Equivalents as Restated enclosed as Annexure 19 to this report;
t. Details of Revenue from operations as Restated as appearing in Annexure 20 to this report;
u. Details of Other Income as Restated as appearing in Annexure 21 to this report;
v. Details of Cost of material consumed as restated as appearing in Annexure 22 to this report
w. Details of Purchase of Stock in Trade as appearing in Annexure 23A
x. Details of Change in Inventory of Finished Goods, Stock in Trade and WIP as appearing in
Annexure 23B
y. Details of Employee Benefit Expense as restated as appearing in Annexure 24 to this report
F-42
z. Details of Finance Cost as restated as appearing in Annexure 25 to this report
aa. Details of Other Expense as restated as appearing in Annexure 26 to this report
bb. Details of Accounting and Other Ratios as appearing in Annexure 27 to this report.
cc. Statement of Tax Shelters as Restated as appearing in Annexure 28 to this report
dd. Capitalization Statement as Restated as at June 30, 2019 as appearing in Annexure 29 to this
report;
ee. Details of Related Parties Transactions as Restated as appearing in Annexure 30 to this report;
10. We, Keyur Shah & Co., Chartered Accountants have been subjected to the peer review process
of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review
certificate issued by the “Peer Review Board” of the ICAI.
11. The preparation and presentation of the Financial Statements referred to above are based on the
Audited financial statements of the Company and are in accordance with the provisions of the Act
and ICDR Regulations. The Financial Statements and information referred to above is the
responsibility of the management of the Company.
12. The report should not in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by any other Firm of Chartered Accountants nor should this report be
construed as a new opinion on any of the financial statements referred to therein.
13. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
14. In our opinion, the above financial information contained in Annexure 1 to 30 of this report read
with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure
4 are prepared after making adjustments and regrouping as considered appropriate and have been
prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.
15. Our report is intended solely for use of the management and for inclusion in the Offer Document
in connection with the IPO. Our report should not be used, referred to or adjusted for any other
purpose except with our consent in writing.
Sd/-
Keyur Shah
Proprietor
Membership No.: 153774
UDIN - 19153774AAAADJ3055
F-43
Mangalam Global Enterprise Limited
(Amount in ₹ Lakhs)
Annexure 1: Restated Summary Statement of Assets and Liabilities
As at As at 31 March
Particulars Annexure
30 June, 2019 2019 2018 2017
Equity and liabilities
Shareholders’ funds
Share capital 5 232.55 232.55 54.50 4.50
Reserves and surplus 6 3,115.67 3,010.29 480.02 4.12
3,348.22 3,242.84 534.52 8.62
Non‐current liabilities
Long‐term borrowings 7 24.43 28.90 224.09 570.65
Deferred tax liabilities (net) 8 9.84 9.36 6.20 4.11
Other long‐term liabilities 9 41.54 28.16 14.20 14.20
Long‐term provisions 10 2.27 1.62 ‐ ‐
78.08 68.04 244.49 588.96
Current liabilities
Short‐term borrowings 7 5,266.33 1,071.62 ‐ 49.00
Trade payables 11 216.66 127.31 126.69 2.11
Other current liabilities 12 74.31 55.39 18.89 46.23
Short‐term provisions 10 111.95 149.61 10.16 3.27
5,669.25 1,403.93 155.74 100.61
Assets
Non‐current assets
(i) Property, plant and equipment 13 708.19 707.35 706.65 552.38
(ii) Intangible assets 14 2.21 0.63 0.15 0.02
(iii) Capital work‐in‐progress 13 40.38 16.09 ‐ ‐
Non‐current investments 15 516.85 395.57 ‐ ‐
Long‐term loans and advances 16 39.96 35.24 14.41 1.43
1,307.59 1,154.88 721.21 553.83
Current assets
Trade receivables 17 1,030.01 887.07 175.78 15.33
Inventories 18 5,418.19 1,477.24 ‐ 2.11
Cash and bank balances 19 5.25 3.50 9.81 10.69
Short‐term loans and advances 16 1,334.51 1,192.12 27.95 116.23
7,787.96 3,559.93 213.54 144.36
Note:
The above statement should be read with the Statement of Notes to the Restated Financial Information in Annexure 4.
as per our report of even date attached
For, Keyur Shah & Co. For And On Behalf Of The Board,
Chartered Accountants
Firm Registration No.: 141173W
F-44
Mangalam Global Enterprise Limited
Expenses
Cost of materials consumed 22 13,215.59 18,294.58 ‐ ‐
Purchase of stock‐in‐trade 23A 750.62 14,138.27 2,578.65 182.17
Changes in inventories of Finished Goods, WIP and
23B (252.91) (865.81) 2.11 35.90
Traded Goods
Employee benefits expense 24 123.69 187.00 18.00 4.22
Finance costs 25 105.78 266.70 1.59 0.01
Depreciation and amortisation expense 13 4.40 15.49 6.76 2.42
Other expenses 26 503.98 665.45 48.82 29.77
Total expenses 14,451.14 32,701.67 2,655.94 254.49
Tax expense
Current tax 35.76 81.92 6.46 2.71
MAT Credit ‐ ‐ (0.55) (2.01)
Deferred tax (credit)/charge 0.48 3.16 2.09 4.11
Note:
The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in
Annexure 4
As per our report of even date attached
For, Keyur Shah & Co. For And On Behalf Of The Board,
Chartered Accountants
Firm Registration No.: 141173W
F-45
Mangalam Global Enterprise Limited
As at As at 31 March
Particulars 30 June, 2019 2019 2018 2017
A. Cash flow from operating activities
Profit before tax, as restated 141.63 302.06 33.89 14.22
Adjustments for :
Depreciation and amortisation expense 4.40 15.49 6.76 2.42
Loss/(Gain) on Sale of Investment ‐ (1.18) (0.42) ‐
Foreign Exchange Gain / Loss (8.30) (2.71) ‐ ‐
Finance costs 105.78 266.70 1.59 0.01
Interest & Dividend income (13.49) (49.99) (0.05) (0.20)
Gratuity Provision 0.92 1.83 ‐ ‐
Leave Encashment Provision ‐ 4.23 ‐ ‐
Operating profit before working capital changes 230.94 536.42 41.78 16.44
Note:
The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in Annexure 1, 2 and
The Cash Flow Statement has been prepared under Indirect Method as set out in Accounting Standard 3, 'Cash Flow Statements' notified
under Section 133 of the Companies Act, 2013
For, Keyur Shah & Co. For And On Behalf Of The Board,
Chartered Accountants
Firm Registration No.: 141173W
F-46
Mangalam Global Enterprise Limited
The Company was originally incorporated as “Hindprakash Colourchem Private Limited” as a Private Limited Company
under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated September 27, 2010 issued by
the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. The name of our company was changed to “Mangalam
Global Enterprise Private Limited” pursuant to shareholders resolution passed at Extra‐Ordinary General Meeting of our
company held on June 28, 2014 and a fresh Certificate of Incorporation dated July 31, 2014 was issued by Registrar of
Companies, Ahmedabad. Subsequently, our Company was converted into a Public Limited Company pursuant to
shareholders resolution passed at Extra‐ordinary General Meeting of our Company held on September 17, 2019 and the
name of our Company was changed to “Mangalam Global Enterprise Limited”. A fresh Certificate of Incorporation
consequent upon Conversion from Private Limited Company to Public Limited Company dated September 30, 2019 was
issued by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is
U24224GJ2010PLC062434.
The Company are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage Grade (F.S.G.), Castor
De Oiled Cake and High Protein Castor De Oiled Cake for the domestic market as well as for exports to international
markets. The Company have also diversified their business operations into manufacturing of Cotton Bales (Lint Cotton)
and Delineate Cotton Seeds. Company has two separate dedicated well‐equipped manufacturing units at Harij, Gujarat
for undertaking manufacturing operations of abovementioned two product segments and they are also engaged in the
trading of Castor Seeds and Raw Cotton.
B. Summary of significant accounting policies
These aforementioned audited financial statements were prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) under the historical cost convention on accrual basis. These audited financial
statements have been prepared to comply in all material aspects with the Accounting Standards prescribed by the Central
Government, Section 133 of the Companies Act, 2013 (the "Act"), read with Rule 7 of the Companies (Accounts) Rules,
2014 (as amended) and the relevant provisions of the Act/ Companies Act, 1956, as applicable.
The Restated Financial Information have been prepared to comply in all material aspects with the requirements of
Section 26(1)(b) of the Act read with Rules 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (as amended
from time to time).
All assets and liabilities have been classified as current and non‐current as per normal operating cycle of the Company
and other criteria set out in the Schedule III to the Companies Act, 2013. Based on nature of products/services, the
Company has ascertained its operating cycle as 12 months for the purpose of current and non‐current classification of
assets and liabilities.
The aforementioned Restated Financial Information have been prepared in Indian Rupee (INR).
b) Use of estimates
The preparation of Restated Financial Information in conformity with GAAP requires that the management of the
Company to make estimates and assumptions that affect the reported amounts of income and expenses of the period,
the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the
financial statements. Examples of such estimates include the useful lives of property, plant and equipment and intangible
assets, provision for doubtful debts/ advances, future obligations in respect of retirement benefit plans, etc. Difference, if
any, between the actual results and estimates is recognised in the period in which the results are known.
c) Depreciation
The Company provides pro‐rata depreciation on additions and disposals made during the year.
Prior to 1 April 2014, depreciation on property, plant and equipment has been provided on straight line method at the
rates and in the manner specified in Schedule XIV to the Companies Act, 1956.
With effect from 1 April 2014, pursuant to the notification of Schedule II to the Companies Act, 2013, depreciation on
property, plant and equipment is provided under the straight
F-47 line method over the useful lives of assets as prescribed
under Part C of Schedule II to the Companies Act, 2013.
Mangalam Global Enterprise Limited
d) Revenue recognition
(a) Revenue is recognised to the extent it is possible that economic benefits will flow to the company and the revenue
can be reliably measured and there is a reasonable certainty regarding ultimate collection.
(b) Revenue from sale of products is recognised on transfer of all significant risks and rewards of ownership of the goods
to the customers, which generally coincides with the dispatch of goods. Sales are stated exclusive of GST/ VAT, trade
discounts and sales returns.
(c) Export benefits / incentives are accounted on accrual basis in accordance with various government schemes in respect
thereof and are shown under “Other Operating Revenue”. Benefits available under the Export Licenses and in the nature
of duty drawback are accounted for based on eligibility and when there is no significant uncertainty as to its ultimate
collection
(d) Interest income is recognised on a time proportionate basis taking into account the amount outstanding and the rate
applicable.
(e) Revenue in respect of other income is recognised when no significant uncertainty as to its determination or
realization exists.
(f) Dividend income is recognised when the right to receive the dividend is established.
g) Investments
Investments are classified into current investments and non‐current investments. Current investments, i.e. investments
that are readily realisable and intended to be held for not more than a year are valued at lower of cost and net realisable
value. Any reduction in the carrying amount or any reversal of such provision towards reductions are charged or credited
to the Statement of Profit and Loss.
Non‐current investments are stated at cost. Provision for diminution in the value of these investments is made only if
such decline is other than temporary, in the opinion of the management.
On disposal of investment, the difference between its carrying amount and net disposal proceeds is charged or credited
to the statement of Profit and Loss
h) Employee benefits
F-48
Mangalam Global Enterprise Limited
i) Borrowing Costs
Borrowing Cost includes interest and amortization of ancilliary costs incurred in connection with the arrangement of
Borrowings. General and specific borrowing costs directly attributable to the acquisition/ construction of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to
the cost of those assets, until such time the assets are substantially ready for their intended use. All other borrowing
costs are recognised as an expense in Statement of Profit and Loss in the period in which they are incurred.
j) Taxes on income
(a) Current tax is measured at the amount expected to be paid on the basis of relief and deductions available in
accordance with the provisions of Indian Income Tax Act, 1961 and includes Minimum Alternate Tax (“MAT”) paid by the
company on book profits in accordance with the provisions of the Income Tax Act, 1961. MAT credit is recognised as an
asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the
specified period and will be able to set off such MAT credit entitlement.
(b) Deferred income tax reflects the impact of the current year reversible timing differences between the taxable income
and accounting income for the Year and reversal of timing differences of the earlier Year. Deferred tax is measured based
on the tax rates and tax laws enacted or substantively enacted as at the balance sheet date. Deferred tax assets are
recognised only to the extent there is virtual certainty that sufficient future taxable income will be available against which
such deferred tax assets can be realized.
k) Inventories
Inventories consisting of Raw Materials, Work‐in‐Process, Finished Goods and Traded Goods are valued at lower of cost
and net realizable value. For this purpose, the cost of raw material, finished goods and work‐in‐process is determined
using FIFO/average cost method (net of Input Tax Credit availed) as the case may be
Inventories consisting of Stores, Consumables, Spare Parts, and Packing Materials etc. are valued at lower of cost and net
realizable value. For this purpose direct costs, and appropriate relevant overheads are apportioned using the FIFO
method.
l) Impairment of assets
Management evaluates at regular intervals, using external and internal sources, the need for impairment of any asset.
Impairment occurs where the carrying value exceeds the present value of future cash flows expected to arise from the
continuing use of the asset and its net realisable value on its eventual disposal. Any loss on account of impairment is
expensed as the excess of the carrying amount over the higher of the asset’s net sales price or present value as
determined.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the
carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual
depreciation if there was no impairment.
F-49
Mangalam Global Enterprise Limited
m) Government Grant
Government Grants are recognized when there is a reasonable assurance that the same will be received. Revenue grants
are recognized in the Statement of Profit and Loss. Capital grants relating to specific fixed assets are reduced from the
gross value of the respective Fixed Assets. Other capital grants are credited to Capital Reserve.
Basic Earning per Share is calculated by dividing the net profit after tax for the year attrituable to Equity Shareholders of
the Company by the weighted average number of Equity Shares outstanding at the end of the year. Diluted earning per
share is calculated by dividing net profit attrituable to equity shareholders (after adjustment for diluted earnings) by
average number of weighted equity share outstanding at the end of the year.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will
be confirmed only by the occurrence or non‐occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Contingent Assets are not recognised in the financial statements since this may result in the recognition of income that
may never be realized
F-50
Mangalam Global Enterprise Limited
791.39 2,756.90 ‐ ‐
D. Segment Reporting
The Company are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage Grade (F.S.G.), Castor De Oiled Cake and
High Protein Castor De Oiled Cake for the domestic market as well as for exports to international markets. The Company have also
diversified their business operations into manufacturing of Cotton Bales (Lint Cotton) and Delineate Cotton Seeds.In view of the above, both
primary and secondary additional reporting disclosures for business / geographical segments as envisaged in Accounting Standard 17,
"Segment Reporting" are not applicable to the Company.
F. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:
F-51
Mangalam Global Enterprise Limited
Profit after tax as per audited financial statements 105.39 219.15 34.04 10.62
(i) The Amount relating to the prior period & other Income / Expenses have been adjusted in the year to which the same realted to & under
which head the same realtes to
(ii)
The Company has provided Excess or Short Provision in the year in which the Income Tax Return has been filled for the respective financial
year But in the Restated Financial Information the company has provided Excess or Short Provision in the year to which it relates to.
(iii)
There is change in deferred tax assets / liabilities as per audited books of accounts and as per restated books for respective financial
covered under the restated financial information and the same has been given effect in the year to which the same realtes to.
of income, expenses, assets and liabilities, in order to bring them I line with the groupings asper audited financail of the company for all the
years and teh requirements of teh Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulation 2018.
F-52
(Rs. in Lakhs)
(c) Reconciliation of restated Equity / Networth:
Particulars As at March 31
As at June 30,
2019 2019 2018 2017
Adjustment for:
0.64 (11.53) (9.36) (1.21)
Difference Pertaining to changes in Profit / Loss due to Restated
Effect for the period covered in Restated Financial
Prior Period Adjustments (1.12) (1.12) (1.12) (1.12)
of income, expenses, assets and liabilities, in order to bring them I line with the groupings asper audited financail of the company for all the
years and teh requirements of teh Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulation 2018.
F-53
Mangalam Global Enterprise Limited
Chandraguptprakash V Mangal
‐ Number of shares 4,39,775 4,39,776 1,63,800 8,800
‐ Percentage holding (%) 18.91% 18.91% 30.05% 19.55%
Rashmi V Mangal
‐ Number of shares 1,81,378 1,81,378 1,63,800 8,800
‐ Percentage holding (%) 7.80% 7.80% 30.05% 19.55%
Vipinprakash O Mangal
‐ Number of shares 1,91,388 1,91,388 39,800 8,800
‐ Percentage holding (%) 8.23% 8.23% 7.30% 19.55%
Om Prakash Mangal
‐ Number of shares 2,85,715 2,85,715
‐ Percentage holding (%) 12.29% 12.29%
Hemlata O Mangal
‐ Number of shares 4,420
‐ Percentage holding (%) 9.82%
Vipinprakash HUF
‐ Number of shares 4,200
‐ Percentage holding (%) 9.33%
F-54
Mangalam Global Enterprise Limited
Annexure 6: Restated Statement of Reserves and surplus (Amounts in Lakhs)
As at As at 31 March
Particulars
30 June, 2019 2019 2018 2017
Notes :‐
1 The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of
2 The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone
statement of Profit & Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated
summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-55
Mangalam Global Enterprise Limited
Unsecured
(c) Loans from , Directors, Members, Related Parties,
& Inter Corporate Deposit
From Directors, Members, & Related Parties ‐ 676.54 ‐ ‐ 179.56 ‐ 570.65 ‐
Inter Corporate Deposits ‐ 160.78 ‐ ‐ ‐ ‐ ‐ 49.00
F-56
Mangalam Global Enterprise Limited
Annexure 7(A): Principal terms and conditions of Long‐term borrowings as at 30 June 2019
Equated monthly
1 ICICI Bank INR 64 Lakhs 40.48 7.74% 48 M installments amounting
to Rs 1.54 lakhs
Notes
1 The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of the company .
2 The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit & Loss, Restated standalone statement of
F-57
Annexure 7(B): Principal terms and conditions of Short‐term borrowings as at 30 June 2019
Principal amount
Currency Sanctioned outstanding as Rate of interest Tenure of the Repayment schedule of
Sr. no. Name of the lender Security
of loan amount (₹) on 30 June 2019 (p.a.) loan (in months) loans
(₹)
F-58
Mangalam Global Enterprise Limited
As at 31 March
Particulars 30‐06‐2019
2019 2018 2017
Deffered Tax Assets & Liabilities Provision
WDV As Per Companies Act 2013 215.79 213.36 213.34 141.81
WDV As Per Income Tax Act 176.73 176.29 187.34 128.51
Difference in WDV 39.06 37.08 26.00 13.30
Gratuity Provision (0.92) (1.83) ‐ ‐
Other Disallowance Including u/s 43B ‐ 0.61 (0.61) ‐
Adjustment on account of Section 28 to 44 DA Income tax 0.97 (2.21) (1.32) ‐
Act, 1961
Total Timming Differece 39.11 33.65 24.07 13.30
Tax Rate as per Income Tax 25.17% 27.82% 25.75% 30.90%
(DTA) / DTL 9.84 9.36 6.20 4.11
Note:
In accordance with accounting standard 22, Accounting for taxes on income, issued by the institute of Chartered Accountant of India, the Deferred Tax Laibilities (net of Assets)
is provided in the books of account as at the end of the year/ (period)
As at 31 March
Particulars 30‐06‐2019
2019 2018 2017
Advance Rent / Rent Deposit 14.20 14.20 14.20 14.20
Other Liabilities 27.34 13.96 ‐ ‐
Note:
1 The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit & Loss, Restated standalone
2
statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-59
Mangalam Global Enterprise Limited
The actuarial assumptions used in accounting for the gratuity plan were as follows:
Discount rate 7.70% 7.70%
Rate of increase in compensation levels 8.33% 8.33%
5 % younger
5 % younger ages
ages and
and reducing to 1 %
reducing to 1 %
Attrition Rate at older ages
at older ages
according to
according to
graduated scale
graduated scale
Indian Assured Indian Assured
Lives Lives
Mortality rate
Mortality(2006‐08) Mortality(2006‐
Ult 08) Ult
Retirement age 60 years 70 years
F-60
Mangalam Global Enterprise Limited
Notes:
Advance received from the customers have been taken as certified by the management of the company and no security has been offered by
the company against the same.
The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of
Profit & Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as
appearing in annexures 1 , 2 , 3 & 4 respectively.
F-61
Mangalam Global Enterprise Limited
Annexure 13: Restated Statement of Property, Plant and Equipment (Amount in ₹ Lakhs)
Furniture &
Gross block Land Building Computers Office Equipment Vehicles Total
Fixture
Net block
Balance as at 31 March 2017 410.58 138.70 0.05 1.78 1.27 ‐ 552.38
Balance as at 31 March 2018 493.46 136.22 0.68 3.57 6.31 66.40 706.64
Balance as at 31 March 2019 494.62 134.02 7.83 4.31 8.38 58.20 707.34
Balance as at 30th June 2019 494.62 133.41 11.98 4.17 7.88 56.14 708.19
The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit & Loss, Restated standalone
statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-62
Mangalam Global Enterprise Limited
Accumulated amortisation
Balance as at 1 April 2016 0.06 0.06
Amortisation charge 0.03 0.03
Balance as at 31 March 2017 0.09 0.09
Amortisation charge 0.03 0.03
Balance as at 31 March 2018 0.12 0.12
Amortisation charge 0.14 0.14
Balance as at 31 March 2019 0.26 0.26
Amortisation charge 0.11 0.11
Balance as at 30 th June 2019 0.37 0.37
Net block
Balance as at 31 March 2017 0.02 0.02
Balance as at 31 March 2018 0.15 0.15
Balance as at 31 March 2019 0.63 0.64
Balance as at 30 th June 2019 2.21 2.21
(i) of subsidiaries
Mangalprakash (Singapore) Pte. Ltd 69.75 69.75 - -
Hindprakash Castor Derivatives Pvt Ltd 204.50 204.50 - -
(ii) of others
ECS Environment Pvt Ltd 242.55 121.28 - -
516.85 395.58 - -
.
As at 30June As at 31 March
Particulars
2019 2019 2018 2017
Aggregate amount of unquoted investments 516.85 395.58 - -
The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit & Loss, Restated standalone
statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in annexures 1 , 2 , 3 & 4 respectively.
F-63
Mangalam Global Enterprise Limited
F-64
Mangalam Global Enterprise Limited
Other Debts
O/s Exceeding 6 Months 0.10 116.54 88.94 -
O/s Not Exceeding 6 Months 936.37 653.93 86.83 15.33
936.47 770.47 175.77 15.33
As per the view of the Management of the Company there is no doubtful debts and hence provision for doubtful debts have not been
made.
Trade Receivables as on 30th June, 2019 has been taken as certified by the Management of the Company.
The figures disclosed above are based on the restated standalone summary statement of assets & liabilities of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit
& Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in
annexures 1 , 2 , 3 & 4 respectively.
As at As at 31 march
Particulars
30 June 2019 2019 2018 2017
Raw Material
Raw Material 4,213.27 551.16 -
As at As at 31 march
Particulars
30 June 2019 2019 2018 2017
F-65
Mangalam Global Enterprise Limited
The figures disclosed above are based on the restated standalone summary statement of Profit & Loss of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit
& Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in
annexures 1 , 2 , 3 & 4 respectively.
Note:
The classification of 'Other income' as recurring or non-recurring and related or non-related to business activity is based on the current
operations and business activities of the Company, as determined by the management.
The figures disclosed above are based on the restated standalone summary statement of Profit & Loss of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit
& Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in
annexures 1 , 2 , 3 & 4 respectively.
F-66
Annexure 22. Cost of Material Consumed
1 April 2019 to As at 31 march
Particulars
30 June 2019 2019 2018 2017
13,215.59 18,294.58 - -
Annexure 23B. Change In Inventory of Finished Goods, Stock In Trade and WIP
1 April 2019 to As at 31 march
Particulars
30 June 2019 2019 2018 2017
WIP
Opening Stock 229.54 -
Less: Closing Stock - 480.46 - 229.54
The figures disclosed above are based on the restated standalone summary statement of Profit & Loss of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit
& Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in
annexures 1 , 2 , 3 & 4 respectively.
The figures disclosed above are based on the restated standalone summary statement of Profit & Loss of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit
& Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in
annexures 1 , 2 , 3 & 4 respectively.
Interest expense: -
Interest expense 105.68 241.68 1.59 0.01
Other Borrowing Cost 0.10 25.02 - -
The figures disclosed above are based on the restated standalone summary statement of Profit & Loss of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of Profit
& Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as appearing in
annexures 1 , 2 , 3 & 4 respectively.
F-67
Mangalam Global Enterprise Limited
Manufacturing Expenses
Power & Fuel 58.18 94.41 - -
Loading-Unloading Expense 22.90 25.10 - -
Lease Rent Expense 78.78 76.01 - -
Factory Consumable 16.84 26.84 - -
Other Factory Expense 0.11 16.62 - -
Repair & Maintenance - Plant & Machinery 27.08 28.93 - -
Repair & Maintenance - Others 0.66 2.01 - -
Raw Material (Commodity) Hedging Cost 25.01 12.08 - -
Packing Expenses 5.30 9.12 - -
Total 234.84 291.13 - -
The figures disclosed above are based on the restated standalone summary statement of Profit & Loss of the company .
The above statememnt should be read with the restated standalone statement of assets & liabilities, Restated standalone statement of
Profit & Loss, Restated standalone statement of Cashflow, significant accounting policies & notes to restated summary statements as
appearing in annexures 1 , 2 , 3 & 4 respectively.
F-68
Mangalam Global Enterprise Limited
Annexure 27: Restated Statement of Accounting and Other Ratios (Amount in ₹ Lakhs)
I Basic earnings per share after bonus issue ( ₹) (B/E) 0.91 2.20 0.28 0.10
J Diluted earnings per share after bonus issue ( ₹) (B/F) 0.91 2.20 0.28 0.10
L Number of shares outstanding at the end of the period/ year 23,25,482 23,25,482 5,45,020 45,020
M Number of shares outstanding at the end of the period/ year after bonus issue 116,27,410 116,27,410 98,46,948 93,46,948
N Net asset value per equity share of ₹ 10 each (₹) (A/L) 143.98 139.45 98.07 19.16
O Net asset value per equity share of ₹ 10 each after bonus issue (₹) (A/M) 28.80 27.89 5.43 0.09
Notes :-
1) The ratios have been computed in the following manner :
a) Basic and Diluted earnings per share ( ₹) Restated Profit after tax attributable to equity shareholders
Weighted average number of equity shares outstanding during the period/year
b) Return on net worth (%) = Restated Profit after tax
Restated Net worth as at period/ year end
c) Net asset value per share (₹) Restated Net Worth as at period/ year end
Total number of equity shares as at period/ year end
2) The figures disclosed above are based on the Restated Financial Information of the Company.
3) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/year adjusted for the number of equity shares
issued during the period/year multiplied by the time weightage factor. The time weightage factor is the number of days for which the specific shares are outstanding as
a proportion of total number of days during the period/year.
5) Ratios for the three months ended 30 June 2019 have not been annualised.
6) Net worth for the ratios represents sum of share capital and reserves and surplus (share premium and surplus in the Restated Summary Statement of Profit and Loss).
7) The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company in Annexure 4.
F-69
Mangalam Global Enterprise Limited
Adjustments
Permanent differences
Donations 2.50 0.51 - -
Prior period expenses
Interest/penalties on delayed payment of taxes
Adjustment on account of Section 37 under Income tax Act,
1961
Income under Other Head of Income - - 1.18 - 0.42 -
Total permanent differences (D) 2.50 - 0.67 - 0.42 -
Timing differences
Depreciation difference as per books and as per tax - 1.99 - 11.07 - 12.70 - 11.95
Adjustment on account of Section 43B under Income tax Act, - - 0.61 0.61 -
1961
Adjustment on account of Section 28 to 44 DA Income tax Act, - 0.97 2.21 1.32 -
1961
Provision for gratuity 0.92 1.83 - -
Current tax expense as per Restated Summary Statement of 35.76 81.92 6.46 2.71
Profit and Loss
Tax Expenses= MAT or Normal Provision of Income Tax 35.76 81.92 6.46 2.71
w.e. is higher
Tax paid as per "MAT" or "Normal"provision Normal Normal MAT MAT
Notes:
1. The above statement is in accordance with Accounting Standard - 22, "Accounting for Taxes on Income" prescribed under Section 133 of
the Act, read with Rule 7 of Companies (Accounts) Rules, 2014 ( as amended).
2. The permanent/timing differences for the years 31 March, 2018, 2017 have been computed based on the Income-tax returns filed for the
respective years after giving adjustments to restatements, if any.
3. Figures for the six months ended 30 June 2019 have been derived from the provisional computation of total income prepared by the
Company in line with the final return of income will be filed for the assessment year 2020-2021 and are subject to any change that may be
considered at the time of filing return of income for the assessment year 2020-21
4. Statutory tax rate includes applicable surcharge, education cess and higher education cess of the year concerned.
5. The above statement should be read with the Statement of Notes to the Standalone Financial Information of the Company.
F-70
Mangalam Global Enterprise Limited
Borrowings
Short- term 5,266.33 5,266.33
Long- term (including current maturities) (A) 40.48 40.48
Total Borrowings (B) 5,306.81 5,306.81
Shareholders' funds
Share capital 232.55 1,605.74
Reserves and surplus 3,115.67 3,955.78
Total Shareholders' funds (C) 3,348.22 5,562
Notes:
1 Short-term borrowings implies borrowings repayable within 12 months from the Balance Sheet date. Long-term
borrowings are debts other than short-term borrowings and also includes the current maturities of long-term
borrowings (included in other current liabilities).
2 The above ratios have been computed on the basis of the Restated Standalone Summary Statement of Assets and
Liabilities of the Company.
3 The above statement should be read with the Statement of Notes to the Restated Standalone Financial Information of
the Company
F-71
Mangalam Global Enterprise Limited
Amount Amount
Amount Amount Amount
Amount of Amount of Amount of Amount of outstanding as Amount of Amount of outstanding as Amount of Amount of
outstanding as outstanding as outstanding as
Transaction Transaction Transaction Transaction on Transaction Transaction on Transaction Transaction
Name of Party Nature of Relation Nature of Transaction on on on
debited upto credited upto debited in 2018‐ credited in 2018‐ 31.03.2018Pay debited in 2017‐ credited in 2017‐ 31.03.2017Pay debited in 2016‐ credited in 2016‐
30.06.2019Payab 31.03.2019Payab 31.03.2016Paya
30.06.2019 30.06.2019 19 19 able/(Receivabl 18 18 able/(Receivabl 17 17
le/(Receivable) le/(Receivable) ble/(Receivable)
e) e)
foreign travelling exps - - - - - - - - - - 0.49 0.49 -
Share Issue - - - - 135.22 135.22 - 31.00 31.00 - - - -
Vipin Prakash Mangal Promoter Reimbursement Expense - 4.14 4.14 - - - - - - - - - -
Interest on Borrowing 14.16 - 14.16 - - - - - - - - - -
Loan 518.83 229.25 762.25 - 199.23 192.00 7.23 32.04 13.00 26.27 - 11.00 15.27
Share Issue - - - - 135.22 135.22 - - - - - - -
Om Prakash Mangal Relative of Promoter
Unsecured Loans - - - - 452.50 450.00 2.50 - 2.50 - - - -
Salary 0.88 - 0.88 - 4.50 4.50 - 6.00 6.00 - - - -
Hemalata Omprakash Mangal Relative of Promoter Share Issue - - - - - - - 4.00 4.00 - - - -
Loan - - - - 50.00 50.00 - - - - - - -
Sanjay Prakash Mangal Relative of Promoter Salary 0.99 - 0.99 - - - - - - - - - -
Salary 2.35 - 2.35 - 4.50 4.50 - 6.00 6.00 - - - -
Interest on Borrowing 0.67 - 0.67 - - - - - - - - - -
Loan 47.50 - 47.50 - 155.12 151.00 4.12 174.00 3.50 174.62 32.00 112.00 94.62
Rashmi Mangal Relative of Promoter
Share Issue - - - - 101.61 101.61 - 155.00 155.00 - - - -
foreign travelling exps - - - - - - - - - - 1.09 1.09 -
Rent - - - - 0.05 0.05 - 0.62 0.62 - - - -
Rent - 4.39 4.39 - - - - 1.34 1.34 - 2.00 1.80 0.20
Rent Deposit - 2.70 2.70 - - - - - - - - - - -
Investment - - - - 0.50 0.50 - - - - - - -
Interest on Borrowing 0.08 - 0.08 - - - - - - - - - -
Chankya Prakash Mangal Promoter
loan 3.00 7.00 10.00 - 665.63 556.05 109.59 179.67 67.50 221.76 - 98.00 123.76
Share Issue - - - - 351.43 351.43 - 155.00 155.00 - - - -
foreign travelling exps - - - - - - - - - - 0.25 0.25 -
Salary 3.31 6.00 9.31 - 4.50 4.50 - 6.09 6.09 - - - -
Salary 2.31 - 2.31 - - - - - - - - - -
foreign travelling exps - - - - - - - - - - 0.25 0.25 -
Interest on Borrowing 0.12 - 0.12 - - - - - - - - - -
Chandragupt Prakash Mangal Promoter
loan 13.00 - 13.00 - 507.12 451.00 56.12 166.88 75.00 148.00 - 98.00 50.00
Share Issue - - - - 386.37 386.37 - 155.00 155.00 - - - -
Consultancy Fees - 6.50 6.50 - 10.25 10.25 - - - - - - -
Reimbursement Expense - - - - - - - - - - 0.02 0.02 -
Mangalam Worldwide Private Limited Associate Company Share Issue - - - - 645.00 645.00 - - - - - - -
Sales (Rent) - - - - 1.30 1.30 - - - - - - -
Sales & Purchase - 20.50 159.82 159.82 - 20.50 5,193.30 5,172.80 - - - - - - -
Rent Deposit - 20.00 - - - 20.00 20.00 - - - - - - - -
Rent Expenses
Hind Prakash Castor Derivatives Pvt Ltd Subsidiary Company
Rent Income 0.77 32.40 33.17 - 0.57 0.57 - - - - - - -
Loans and Advance - 9.30 32.80 190.00 - 166.50 404.50 238.00 - - - - - - -
Interest on advance - 7.63 3.83 - - 3.81 3.81 - - - - - - - -
Shanker Global Pvt. Ltd. Associate Company - - - - - - - - - 49.00 - 49.00 -
Purchase - - - - - - - 1,168.56 1,168.56 - - - -
Sales - - - - - - - 398.06 398.06 - 134.23 134.23 -
Hindprakash Tradelink Private Limited Associate Company
Interest on Borrowing 0.87 - 0.87 - 6.92 6.92 - - - - - - -
Loan 160.00 - 160.00 - 980.75 980.75 - 0.09 95.09 - 95.00 95.00 - -
Reimbursement Expense - 0.03 0.03 - - - - - - - - - -
Shirshak Exim LLP Associate Company
Purchase - - - - 272.03 272.03 - - - - - - -
Share Issue - - - - 564.02 564.02 - - - - - - -
Zaddoc Nutrition Private Limited Associate Company Interest on Borrowing - - - - 19.19 19.19 - - - - - - -
Loans - - - - 1,434.02 1,434.02 - - - - - - -
Associate Company Loans - 8.10 - - - 8.10 8.10 - - - - - - - -
Ecofine Colourchem Private Limited
Associate Company Interest on advance - 0.50 - - - 0.50 0.50 - - - - - - - -
Purchase of fixed asset - - - - 1.83 1.83 - - - - - - -
ECS Environment Private Limited Associate Company Rent Income - 0.06 - - - 0.06 0.61 0.55 - - - - - - -
Sales - 93.48 - 23.06 - 116.54 125.54 9.00 - - - - - - -
F-72
OTHER FINANCIAL INFORMATION
For details on Other Financial Information please refer to “Annexure 27 - Summary Statement of Accounting
Ratios” under chapter titled “Restated Financial Information” beginning on Page 192 of this Draft Prospectus.
Also for Capitalisation Statement refer the “Annexure 28 - Summary Statement of Capitalisation” under chapter
titled “Restated Financial Information” beginning on Page 192 of this Draft Prospectus.
You should read the following discussion of our financial position and results of operations together with our
Restated Financial Statements which have been included in this Draft Prospectus. The following discussion and
analysis of our financial position and results of operations is based on our Restated Standalone Financial
Statements for the years ended March 31, 2019, 2018 and 2017 and for the period ended June 30, 2019
including the related notes and reports, included in this Draft Prospectus prepared in accordance with
requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in
certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as
restated have been derived from our audited financial statements for the respective years/period. Accordingly,
the degree to which our Restated Financial Statements will provide meaningful information to a prospective
investor in countries other than India is entirely dependent on the reader’s level of familiarity with Indian
GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.
This discussion contains forward-looking statements and reflects our current views with respect to future events
and financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors such as those described under “Risk Factors” and “Forward Looking
Statements” beginning on pages 35 and 21 respectively, and elsewhere in this Draft Prospectus.
Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year
are to the 12 months ended March 31 of that year.
OVERVIEW
Our Company was originally incorporated as “Hindprakash Colourchem Private Limited” as a Private Limited
Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated September
27, 2010 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. The name of our company
was changed to “Mangalam Global Enterprise Private Limited” pursuant to shareholders resolution passed at
Extra-Ordinary General Meeting of our company held on June 28, 2014 and a fresh Certificate of Incorporation
dated July 31, 2014 was issued by Registrar of Companies, Ahmedabad. Subsequently, our Company was
converted into a Public Limited Company pursuant to shareholders resolution passed at Extra-ordinary General
Meeting of our Company held on September 17, 2019 and the name of our Company was changed to “Mangalam
Global Enterprise Limited”. A fresh Certificate of Incorporation consequent upon Conversion from Private
Limited Company to Public Limited Company dated September 30, 2019 was issued by the Registrar of
Companies, Ahmedabad. The Corporate Identification Number of our Company is U24224GJ2010PLC062434.
Incorporated in the year 2010, our Company Mangalam Global Enterprise Limited belongs to Ahmedabad based
Mangalam group of Companies set up by Mangal Family and led by the vision of Mr. Vipin Prakash Mangal.
In this dynamic and extremely competitive business environment, we have developed a diversified business
model with our offerings ranging from castor oil to cotton products. We have been successfully catering to these
two different sectors in our business operations.
We are mainly engaged in the business of manufacturing of Refined Castor Oil First Stage Grade (F.S.G.),
Castor De-Oiled Cake and High Protein Castor De-Oiled Cake for the domestic market as well as for exports to
international markets. We have also diversified our business operations into manufacturing of Cotton Bales
(Lint Cotton) and Delineate Cotton Seeds. We were engaged in the trading business before starting commercial
manufacturing of our abovementioned products in the FY 2018-19. Company has one cotton processing unit at
Harij, Gujarat and two well-equipped Castor processing units at Harij and Palanpur, Gujarat respectively for
undertaking manufacturing operations of abovementioned two product segments. We are also engaged in the
trading of Castor Seeds and Raw Cotton.
Castor oil is a yellow viscous liquid free from suspended matter and insoluble in water. It is produced by refining
commercial grade Castor Oil after undertaking bleaching and filtering process. Castor oil has multiple industrial
applications and is extensively demanded in Lubricants, Paints, Pharmaceuticals, Cable insulators, Sealants,
Inks, Rubber and Textiles etc. It is also used to relief Constipation, Eyelashes grow, Hair grow, Skin moisturiser
ad to improve immunity function. It is also used for applying on food grains to protect from the insects/fungus.
Castor De-Oil Cake is fertilizer consisting of high content of Nitrogen, Phosphoric Acid, Potash and moisture
Revenue from sale of products is recognised on transfer of all significant risks and rewards of ownership of
the goods to the customers, which generally coincides with the dispatch of goods. Sales are stated exclusive
of GST/ VAT, trade discounts and sales returns.
Export benefits / incentives are accounted on accrual basis in accordance with various government schemes
in respect thereof and are shown under “Other Operating Revenue”. Benefits available under the Export
Licenses and in the nature of duty drawback are accounted for based on eligibility and when there is no
significant uncertainty as to its ultimate collection.
Interest income is recognised on a time proportionate basis taking into account the amount outstanding and
the rate applicable.
Revenue in respect of other income is recognised when no significant uncertainty as to its determination or
realization exists.
Dividend income is recognised when the right to receive the dividend is established.
e) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment (if
any). The cost of a property, plant and equipment comprises its purchase price and any attributable cost of
bringing the asset to its working condition for its intended use. Expenditure on addition, improvements and
renewals is capitalized and expenditure for maintenance and repair is charged to Profit and Loss account.
f) Foreign Currency Transactions
Unsecured Loans
-From directors, members and related parties 676.54
-Inter corporate deposits 160.79
Sub Total (B) 5,266.33
Current Maturities of Long Term Borrowings (C) 16.04
Total (A)+(B)+(C) 5,306.80
In the event, any of our lenders declare an event of default, such current and any future defaults could lead to
acceleration of our repayment obligations, termination of one or more of our financing agreements or force us
to sell our assets, any of which could adversely affect our business, results of operations and financial condition.
Related Party Transactions
Related party transactions with certain of our promoters, directors and their entities and relatives primarily
relates to remuneration, salary, commission, interest paid, loan taken, reimbursement expenses and Issue of
Equity Shares, foreign travel expenses, interest on borrowings etc. For further details of such related parties
under AS-18, refer chapter titled “Financial Information” beginning on page 192 of this draft prospectus.
Contingent Liabilities
The following table sets forth our contingent liabilities as on June 30, 2019 and March 31, 2019 as per restated
standalone financial statements:
(Rs. in lakhs)
Seasonality of Business
The nature of our business is seasonal. For further details please refer chapter titled “Risk Factors” beginning
on Page 35 of this Draft Prospectus.
Our Company utilizes various credit facilities from banks and others for conducting its business. Set forth is a
brief summary of our Company’s secured and unsecured borrowings together with a brief description of certain
significant terms of such financing arrangements.
Pursuant to a special resolution of our Shareholders passed at the Extra-Ordinary General meeting held on
September 23, 2019, our Board has been authorized to borrow monies, which, together with the monies already
borrowed, exceeds the aggregate of the paid-up capital and free reserves apart from temporary loans borrowed
in the ordinary course of business, from such person or persons on such terms and conditions as to the
repayment, interest and otherwise as they may think fit and proper, provided that the aggregate amount so
borrowed shall not, at any time, exceed 1,00,000.00 lakhs.
Set forth is a brief summary of our Company’s secured and unsecured borrowings as on June 30, 2019 together
with a brief description of certain significant terms of such financing arrangements.
SECURED BORROWINGS
1. Loan of Rs. 2,000.00 Lakhs from HDFC Bank Limited as per Sanction letter dated July 11, 2018
(Rs. in Lakhs)
Sanctioned Rate of Interest/ Tenor/ Valid Outstanding as
Nature of Facility
Limits Commission upto June 30, 2019
SECURITY DETAILS:
Primary Security
Hypothecation of stock & book debts on entire exposure
Collateral Security
Equitable mortgage of properties as mentioned below properties on entire exposure:
Sr.
Property Description Type of Property Owner
No
2. Loan of Rs. 400.00 Lakhs from Axis Bank as per Sanction letter dated July 26, 2018.
Except as stated in this section, there are no outstanding (I) criminal proceedings, (II) actions taken by statutory
or regulatory authorities, (III) disciplinary action including penalty imposed by the SEBI or stock exchanges
against our Promoters in the last five Fiscals, including outstanding action, (IV) claims related to direct and
indirect taxes in a consolidated manner, (V) details of any other pending material litigation which are determined
to be material as per a policy adopted by our Board (“Materiality Policy”), in each case involving our Company,
Promoters, Directors, Group Company and Subsidiary, (the “Relevant Parties”).
For the purpose of (V) above, our Board in its meeting held on September 25, 2019, has considered and adopted
a policy of materiality for identification of material litigation involving the Relevant Parties.
In terms of the Materiality Policy, all pending litigation involving the Relevant Parties, other than criminal
proceedings, actions by regulatory authorities and statutory authorities, disciplinary action including penalty
imposed by SEBI or stock exchanges against the Promoters in the last five Fiscals including outstanding action,
and tax matters, would be considered ‘material’ if:
(a) the monetary amount of claim by or against the entity or person in any such pending proceeding is in excess
of 1% of the profit after tax of our Company as per the restated consolidated financial statements of our
Company for the last full Fiscal, being ₹ 2.17 Lakhs; or
(b) the monetary liability is not quantifiable, however, the outcome of any such pending proceedings may have
a bearing on the business, operations, performance, prospects or reputation of our Company.
Except as stated in this section, there are no Outstanding Material Dues (as defined below) to creditors; or (ii)
outstanding dues to small scale undertakings and other creditors.
Our Board, in its meeting held on September 25, 2019 determined that outstanding dues to creditors in excess
of 5% of the Company’s trade payables as per the restated consolidated financials for the period ended March
31, 2019 shall be considered as material dues (“Material Dues”).
Unless otherwise stated to the contrary, the information provided is as of the date of this Draft Prospectus.
OUTSTANDING TAXATION MATTERS INVOLVING OUR COMPANY, DIRECTORS,
PROMOTERS, SUBSIDIARIES AND GROUP COMPANIES
Nature of Case Number of Cases Outstanding Amount
(in lakhs)
Company
Direct Tax Nil Nil
Indirect Tax Nil Nil
Directors
Direct Tax 1 0.002
Indirect Tax Nil Nil
Promoters (Other than Directors)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Subsidiaries*
Direct Tax Nil Nil
Indirect Tax Nil Nil
Group Companies
Direct Tax 2 75.67
Indirect Tax 1 68.01
*One of the Subsidiary of the Issuer Company is based outside India and cannot be made taxable under Indian
Tax Laws. Hence, no tax demand may be ascertained for the said Subsidiary.
OTHER MATERIAL LITIGATIONS
LITIGATION INVOLVING OUR COMPANY
A. LITIGATIONS AGAINST OUR COMPANY:
1. CRIMINAL MATTERS:
Nil
2. WILFUL DEFAULTER:
Our Company does not appear on the Wilful Defaulters’ list as per the Reserve Bank of India Circular on
Wilful Defaulters’.
3. ACTIONS BY REGULATORY OR STATUTORY AUTHORITIES1:
Nil
4. OTHER MATTERS BASED ON MATERIALITY POLICY OF OUR COMPANY:
Nil
B. LITIGATIONS FILED BY OUR COMPANY:
1. CRIMINAL MATTERS:
Nil
2. OTHER MATTERS BASED ON MATERIALITY POLICY OF OUR COMPANY:
Nil
LITIGATION INVOLVING DIRECTORS OF OUR COMPANY
A. LITIGATIONS AGAINST DIRECTOR/S OF OUR COMPANY:
1. CRIMINAL MATTERS:
Nil
2. WILFUL DEFAULTERS:
None of our Directors’ appear on the Wilful Defaulters’ list as per the Reserve Bank of India Circular on
Wilful Defaulters’.
3. ACTIONS BY REGULATORY OR STATUTORY AUTHORITIES:
Nil
4. OTHER MATTERS BASED ON MATERIALITY POLICY OF OUR COMPANY:
Nil
B. LITIGATIONS FILED BY DIRECTOR/S OF OUR COMPANY:
1. CRIMINAL MATTERS:
Nil
1
The Regulatory or Statutory Authorities for the purpose of this Chapter include but are not limited to SEBI, RBI etc.
The details pertaining to amounts due towards the material creditors are available on the website of our
Company at www.groupmangalam.com
Information provided on the website of our Company is not a part of this Draft Prospectus and should not be
deemed to be incorporated by reference. Anyone placing reliance on any other source of information, including
our Company‘s website, www.groupmangalam.com, would be doing so at their own risk.
Our Company has received the necessary consents, licenses, permissions, registrations and approvals from the
Government/RBI, various Government agencies and other statutory and/ or regulatory authorities required for
carrying on our present business activities and except as mentioned under this heading, no further material
approvals are required for carrying on our present business activities. Our Company undertakes to obtain all
material approvals and licenses and permissions required to operate our present business activities. Unless
otherwise stated, these approvals or licenses are valid as of the date of this Draft Prospectus and in case of
licenses and approvals which have expired; we have either made an application for renewal or are in the process
of making an application for renewal. In order to operate our business of manufacturing of Refined Castor Oil
First Stage Grade (F.S.G.), Castor De Oiled Cake and High Protein Castor De Oiled Cake for the domestic
market as well as for exports to international markets. We have also diversified our business operations into
manufacturing of Cotton Bales (Lint Cotton) and Delineate Cotton Seeds. We require various approvals and/ or
licenses under various laws, rules and regulations. For further details in connection with the applicable
regulatory and legal framework, please refer to the chapter titled “Key Industry Regulations and Policies” on
page 141 of this Draft Prospectus.
The Company has its business located at:
Registered Office: 101 Mangalam Corporate House,19/B Kalyan Society, Near M.G. International School,
Mithakhali Ahmedabad 380006, Gujarat
Manufacturing Units:
Unit 1: Survey No. 124 and 122, Harij-Kukrana Road, Harij Patan, Village – Jaska, 384240, Gujarat, India
Unit 2: Survey No. 355/P1 and 355P1/1, Harij-Kukrana Road, Harij, Patan, 384240, Gujarat, India
Unit 3: Survey No. 175/P3/P2 Jagana, Taluka Palanpur, Banaskantha, 385520, Gujarat, India
The objects clause of the Memorandum of Association enables our Company to undertake its present business
activities. The approvals required to be obtained by our Company include the following:
Corporate Approvals:
1. The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed
at its meeting held on September 18, 2019, authorized the Issue, subject to the approval of the shareholders
and such other authorities as may be necessary.
2. The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special
resolution passed in the Extra-Ordinary General Meeting held on September 23, 2019 authorized the Issue.
We have received in-principle approvals from the stock exchange for the listing of our Equity Shares pursuant
to letter dated [●] bearing reference no. [●].
1. The Company has entered into an agreement dated September 27, 2019 with the Central Depository Services
(India) Limited (“CDSL”) and the Registrar and Transfer Agent, who in this case is Link Intime India Private
Limited for the dematerialization of its shares.
2. Similarly, the Company has also entered into an agreement dated September 27, 2019 with the National
Securities Depository Limited (“NSDL”) and the Registrar and Transfer Agent, who in this case is Link
Intime India Private Limited for the dematerialization of its shares.
3. The Company's International Securities Identification Number (“ISIN”) is INE0APB01016.
1. The Certificate of Incorporation dated September 27, 2010 issued by the Assistant Registrar of Companies,
Gujarat, Dadra and Nagar Havelli, in the name of “HINDPRAKASH COLOURCHEM PRIVATE
LIMITED”.
2. Fresh Certificate of Incorporation Consequent upon Change of Name issued on July 31, 2014 by the
Assistant Registrar of Companies, Ahmedabad in the name of “MANGALAM GLOBAL ENTERPRISE
PRIVATE LIMITED”.
3. Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public company
issued on September 13, 2019 by the Registrar of Companies, Ahmedabad in the name of “ MANGALAM
GLOBAL ENTERPRISE LIMITED”.
4. The Corporate Identification Number (CIN) of the Company is U24224GJ2010PTC062434.
We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some
of the material approvals required by us to undertake our business activities are set out below:
5 License to import and Petroleum and P/HQ/GJ/15/532 December December 31, 2023
store petroleum in an Explosive 7 04, 2018
installation in Form Safety
XV under Petroleum Organisation,
Rules 2002 for Unit 2 Ministry of
Commerce,
Government of
India
6 License to import and Petroleum and P/HQ/GJ/15/507 November December 31, 2019
store petroleum in an Explosive 23, 2016
8 (P238755)
installation in Form Safety
XV under Petroleum Organisation,
Rules 2002 for Unit 3 Ministry of
Commerce,
Government of
India
7 Solvent License for District 2/2017 August 29, December 31, 2019
Unit 3 under Solvent, Magistrate, 2018
Raffinate and Slop Banaskantha
(Acquisition, Sale,
Storage and
Prevention of use in
Automobile) Order
2000
TAX RELATED APPROVALS/LICENSES/REGISTRATIONS
Date of
Liability: July
1, 2017
1 Consent to Operate for Gujarat Pollution AWH- 85211 April 09, December
Unit 2 issued by State Control Board, 2017 31, 2021
Pollution Control Gandhinagar
Board under Section
25 of the Water
(Prevention & Control
of Pollution) Act, 1974
& under Section 21 of
the Air (Prevention &
Control of Pollution)
Act, 1981 and
Authorisation /
Renewal of
Authorisation under
Rule 5 (5) of the
Hazardous Wastes
(Management,
handling &
Transboundary
movement) Rules
2008
Company has confirmed that no application has been made by the Company nor has it registered any
type of intellectual property including trademarks/copyrights/patents etc.
PENDING APPROVALS:
1. Pursuant to our conversion from a private limited company to a public limited company in the year 2018,
our Company has yet make application for change of name for all the above mentioned approvals except
PAN and TAN certificates is required to be made in the new name of the Company.
2. License to import and store petroleum in an installation under Petroleum Rules 2002 for Unit 2 is in the
previous name of the Company and the same is required to be made in the new name of the Company.
3. Unit 2 is leased by our Company from one of its Subsidiaries; certificates for
1. Tax Deduction Account Number Certificate bearing number AHMH03561F is currently not traceable by
the Company.
2. Employees State Insurance Certificate under Employees State Insurance Act, 1948 bearing code
37001133010001099 is currently not traceable by the Company.
1. Company has yet to apply for renewal of license to work a factory under the Factories Act 1948 for all 3
Units.
2. Company has yet to apply for consent to establish for a product at a particular production capacity issued
by State Pollution Control Board for Unit 1.
3. Company has yet to apply for consent to operate for a product at a particular production capacity issued
by State Pollution Control Board for Unit 1.
4. Company has yet to apply for Certificate of Stability for all 3 Units.
5. Company has yet to apply for Boiler Certificate under Indian Boilers Act for Unit 3.
The Equity Shares being issued pursuant to this Issue shall be subject to the provisions of the Companies Act,
2013, SEBI ICDR Regulations, SCRA, SCRR, the Memorandum and Articles of Association, the SEBI Listing
Regulations, the terms of this Draft Prospectus, the Prospectus, the abridged prospectus, Application Form, the
Revision Form, the CAN/ the Allotment Advice and other terms and conditions as may be incorporated in the
Allotment Advices and other documents/certificates that may be executed in respect of the Issue. The Equity
Shares shall also be subject to laws, as applicable, guidelines, rules, notifications and regulations relating to the
issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India,
the FIPB, the Stock Exchange, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to
the extent applicable or such other conditions as may be prescribed by SEBI, the RBI, the Government of India,
the FIPB, the Stock Exchanges, the RoC and any other authorities while granting their approval for the Issue.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public issue shall
use only Application Supported by Blocked Amount (ASBA) process for application providing details of the
bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the same.
Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to
collect the Application forms. Investors may visit the official website of the concerned stock exchange for any
information on operationalization of this facility of form collection by Registrar to the Issue and DPs as and
when the same is made available.
Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail
Individual Investors applying in public Issue shall use UPI as a payment mechanism with Application Supported
by Blocked Amount for making application since this IPO will not be under Phase I.
RANKING OF EQUITY SHARES
The Equity Shares being issued in the Issue shall be subject to the provisions of the Companies Act, 2013 our
Memorandum and Articles of Association, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA read
with SCRR and shall rank pari-passu with the existing Equity Shares of our Company including rights in respect
of dividend. The Allottees upon receipt of Allotment of Equity Shares under this Issue will be entitled to
dividends and other corporate benefits, if any, declared by our Company after the date of Allotment in
accordance with Companies Act, 1956 and Companies Act, 2013 and the Articles. For further details, please
refer to the section titled “Main Provisions of Articles of Association” beginning on page number 265 of this
Draft Prospectus.
MODE OF PAYMENT OF DIVIDEND
The declaration and payment of dividend will be as per the provisions of Companies Act, Articles of
Association, SEBI Listing Regulations and recommended by the Board of Directors at their discretion and
approved by the shareholders and will depend on a number of factors, including but not limited to earnings,
capital requirements and overall financial condition of our Company. We shall pay dividend, if declared, to our
Shareholders as per the provisions of the Companies Act, SEBI Listing Regulations and our Articles of
Association. For further details, please refer to the chapter titled “Dividend Policy” on page 191 of this Draft
Prospectus.
FACE VALUE AND ISSUE PRICE PER SHARE
The face value of the Equity Shares is Rs. 10 each and the Issue Price is Rs. 51/- per Equity Share.
The Issue Price is determined by our Company in consultation with the Lead Manager and is justified under the
chapter titled “Basis for Issue Price” beginning on page 92 of this Draft Prospectus. At any given point of time
there shall be only one denomination of Equity Shares.
COMPLIANCE WITH SEBI ICDR REGULATIONS
Our Company shall comply with all requirements of the SEBI ICDR Regulations. Our Company shall comply
The above timetable is indicative and does not constitute any obligation on our Company, and the Lead
Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities
for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken
within 6 Working Days of the Issue Closing Date, the timetable may change due to various factors, such
as extension of the Issue Period by our Company or any delays in receiving the final listing and trading
approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely
at the discretion of the Stock Exchange and in accordance with the applicable laws.
Applications and any revision to the same shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST)
during the Issue Period. On the Issue Closing Date, the Applications and any revision to the same shall be
accepted between 10.00 a.m. and 3.00 p.m. (IST) or such extended time as permitted by the Stock Exchange,
in case of Applications by Retail Individual Applicants after taking into account the total number of Applications
received up to the closure of timings and reported by the Lead Manager to the Stock Exchange. It is clarified
that Applications not uploaded on the electronic system would be rejected. Applications will be accepted only
on Working Days i.e., Monday to Friday (excluding any public holiday).
Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are
advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 5.00
p.m. (IST) on the Issue Closing Date. All times mentioned in this Draft Prospectus are Indian Standard Times.
Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing
Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of
sufficient time. Such Applications that cannot be uploaded will not be considered for allocation under the Issue.
Applications will be accepted only on Business Days. Neither our Company nor the Lead Manager is liable for
any failure in uploading the Applications due to faults in any software/hardware system or otherwise. Any time
mentioned in this Draft Prospectus is Indian Standard Time.
In case of force majeure, banking strike or similar circumstances, the issuer may, for reasons to be
recorded in writing, extend the application issue period disclosed in the prospectus, for a minimum period
of three working days, subject to the Application/ Offer Period not exceeding 10 working days.
In case of any discrepancy in the data entered in the electronic System vis-à-vis the data contained in the
Application Form, for a particular Applicant, the Registrar to the Issue shall ask for rectified data.
MINIMUM SUBSCRIPTION
This Issue is not restricted to any minimum subscription level and is 100% underwritten.
As per Section 39 of the Companies Act, 2013, if the “stated minimum amount” has not be subscribed and the
sum payable on application is not received within a period of 30 days from the date of the Prospectus, the
application money has to be returned within such period as may be prescribed. If our Company does not receive
the 100% subscription of the issue through the Issue Document including devolvement of Underwriters, if any,
within sixty (60) days from the date of closure of the issue, our Company shall forthwith refund the entire
subscription amount received. If there is a delay beyond eight days after our Company becomes liable to pay
the amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and
severally liable to repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the
Companies Act 2013 and applicable law.
This Issue is being made in terms of Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulations, 2018 as
amended from time to time, whereby, our post-Issue face value capital exceeds ten crore rupees but does not
exceed twenty five crores. The Company shall issue specified securities to the public and propose to list the
same on the Small and Medium Enterprise Exchange ("SME Exchange", in this case being the EMERGE
Platform of National Stock Exchange of India Limited). For further details regarding the salient features and
terms of such an issue please refer chapter titled “Terms of the Issue” and “Issue Procedure” on page 233 and
241 of this Draft Prospectus.
Following is the issue structure:
Initial Public Offer of 42,30,000 Equity Shares of face value of Rs. 10/- each fully paid (the ‘Equity Shares’)
for cash at a price of Rs. 51/- per equity share (including a premium of Rs. 41/- per equity share) aggregating to
Rs. 2,157.30 Lakhs. The Issue comprises a Net Issue to the public of 40,18,000 Equity Shares (the “Net Issue”).
The Issue and Net Issue will constitute 26.34% and 25.02% of the post-Issue paid-up Equity Share capital of
our Company.
The issue comprises a reservation of 2,12,000 Equity Shares of Rs. 10 each for subscription by the designated
Market Maker (“the Market Maker Reservation Portion”)
Since present issue is a fixed price issue, the allocation in the net issue to the public category in terms of
Regulation 253 (2) of the SEBI (ICDR) Regulations, 2018 shall be made as follows:
a) Minimum fifty per cent to retail individual investors; and
b) Remaining to:
(i) individual applicants other than retail individual investors; and
(ii) other investors including corporate bodies or institutions, irrespective of the number of specified
securities applied for;
Provided that the unsubscribed portion in either of the categories specified in (a) or (b) above may be
allocated to the applicants in the other category.
All Applicants should review the General Information Document, for Investing in Public Issues” prepared and
issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI,
modified and updated pursuant to, among others, the circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015 notified by SEBI, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016, SEBI circular
bearing number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 01, 2018, SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 03, 2019 (“General Information
Document”), which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations.
The General Information Document is available on the websites of the Stock Exchanges and the Lead Manager.
Please refer to the relevant provisions of the General Information Document which are applicable to the Issue.
The General Information Document shall be made available on the website of the Stock Exchange, the Company
and the Lead Manager before opening of the Issue Period. Please refer to the relevant provisions of the General
Information Document which are applicable to the Issue.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i)
Category of investor eligible to participate in the Issue; (ii) maximum and minimum application size; (iii) price
discovery and allocation; (iii) Payment Instructions for ASBA Applicants; (iv)Issuance of CAN and Allotment
in the Issue; (v) General instructions (limited to instructions for completing the Application Form); (vi)
Submission of Application Form; (vii) Other Instructions (limited to joint applications in cases of individual,
multiple applications and instances when an application would be rejected on technical grounds); (viii)
applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (vi) mode
of making refunds; and (vii) interest in case of delay in Allotment or refund.
SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made
effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I
was effective till June 30, 2019.
With effect from July 1, 2019, with respect to by RIBs through Designated Intermediaries (other than SCSBs),
the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking
of funds has been discontinued and only the UPI Mechanism for such Applications with existing timeline of T+6
days will continue for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”). Subsequently, the final reduced timeline will be made effective using the UPI Mechanism
for applications by RIBs (“UPI Phase III”), as may be prescribed by SEBI.
Our Company and the Lead Manager do not accept any responsibility for the completeness and accuracy of the
information stated in this Section and is not liable for any amendment, modification or change in the applicable
law which may occur after the date of this Draft Prospectus. Applicants are advised to make their independent
investigations and ensure that their Applicants are submitted in accordance with applicable laws and do not
exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable
law or as specified in this Draft Prospectus.
FIXED PRICE ISSUE PROCEDURE
The Issue is being made under Regulation 229(2) of Chapter IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 via Fixed Price Process wherein 50% of the Net Issue to Public is being
offered to the Retail Individual Applicants and the balance shall be issued to Non Retail Category i.e. QIBs and
Non Institutional Applicants. However, if the aggregate demand from the Retail Individual Applicants is less
than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the
remaining investors including QIBs and NIIs and vice-versa subject to valid Applications being received from
them at or above the Issue Price.
Applicants shall only use the specified Application Form for the purpose of making an application in terms of
this Draft Prospectus. The Application Form shall contain information about the Applicant and the price and
the number of Equity Shares that the Applicants wish to apply for. Application Forms downloaded and printed
from the website of the Stock Exchange shall bear a system generated unique application number.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for
payment, after accepting the application form, respective intermediary shall capture and upload the relevant
Application details, including UPI ID, in the electronic bidding system of stock exchange(s).
Applicants are required to submit their applications only through any of the following Designated Intermediary:
i. an SCSB, with whom the bank account to be blocked, is maintained
ii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity) (‘broker’)
iii. a depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible
for this activity)
iv. a registrar to an issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
Retails investors submitting application with any of the entities at (ii) to (iv) above (hereinafter referred as
‘Designated Intermediaries’), and intending to use UPI, shall also enter their UPI ID in the application form.
The aforesaid intermediaries shall, at the time of receipt of an application, give an acknowledgement to investor,
by giving the counter foil or specifying the application number to the investor, as a proof of having accepted
the application form, in physical or electronic mode, respectively.
Stock exchange(s) shall validate the electronic application details with depository’s records for DP ID/Client
ID and PAN, on a real time basis and bring the inconsistencies to the notice of intermediaries concerned, for
rectification and re-submission within the time specified by stock exchange.
Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP
ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the application details
already uploaded.
For applications submitted After accepting the form, SCSB shall capture and upload the relevant
by investors to SCSB: details in the electronic system as specified by the stock exchange(s) and
may begin blocking funds available in the bank account specified in the
form, to the extent of the application money specified.
For applications submitted After accepting the application form, respective intermediary shall capture
by investors other than retail and upload the relevant details in the electronic bidding system of stock
individual investors to exchange. Post uploading, they shall forward a schedule as per prescribed
intermediaries other than format along with the application forms to designated branches of the
SCSBs without use of UPI respective SCSBs for blocking of funds within one day of closure of Issue.
for payment
For applications submitted After accepting the application form, respective intermediary shall capture
by retail individual investors and upload the relevant details, including UPI ID, in the electronic system
to intermediaries other than of stock exchange(s).
SCSBs with use of UPI for Stock Exchange shall share application details including the UPI ID with
payment: Sponsor Bank on a continuous basis, to enable Sponsor Bank to initiate
mandate request on investors for blocking of funds. Sponsor Bank shall
initiate request for blocking of funds through NPCI to investor. Investor to
accept mandate request for blocking of funds, on his / her mobile
application, associated with UPI ID linked bank account.
4. Upon receipt of the Application Form directly or through other intermediary, submitted whether in physical
or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the
Application Amount are available in the ASBA Account, as mentioned in the Application Form, and If
sufficient funds are not available in the ASBA Account the application will be rejected.
5. The Applicant cannot make an application through another Application Form after Applications through one
Application Form have been submitted to a LM or the SCSBs. Submission of a second Application Form to
either the same or to another LM or SCSB will be treated as multiple Application and is liable to be rejected
either before entering the Application into the electronic bidding system, or at any point of time prior to the
allocation or Allotment of Equity Shares in this Issue. However, the Applicant can revise the Application
through the Revision Form.
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 prescribes
the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian
economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial
Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up
to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed
procedures for making such investment. The government bodies responsible for granting foreign investment
approvals are the Reserve Bank of India (“RBI”) and Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (“DPIIT”).
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment
(“FDI”) through press notes and press releases. DPIIT has issued consolidated FDI Policy Circular of
2017(“FDI Policy 2017”), which with effect from August 28, 2017, consolidates and supersedes all previous
press notes, press releases and clarifications on FDI Policy issued by the DPIIT that were in force. The
Government proposes to update the consolidated circular on FDI policy once every year and therefore, FDI
Policy 2017 will be valid until the DPIIT issues an updated circular.
The Reserve Bank of India (“RBI”) also issues Master Directions Foreign Investment in India and updates at
the same from time to time. Presently, FDI in India is being governed by Master Directions on Foreign
Investment No. RBI/FED/2017-18/60 FED Master Direction No. 11/2017-18 dated January 4, 2018, as updated
from time to time by RBI. In terms of the Master Directions, an Indian company may issue fresh shares to
people resident outside India (who is eligible to make investments in India, for which eligibility criteria are as
prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the
Master Directions. The Indian company making such fresh issue of shares would be subject to the reporting
requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain
filings.
Under the current FDI Policy of 2017, foreign direct investment in micro and small enterprises is subject to
sectoral caps, entry routes and other sectoral regulations. At present, our Company is in the business of
manufacturing and trading of castor de-oiled cake, castor oil, cotton seeds, castor derivatives, colour dyes etc,
and clearing and forwarding services of the same. These activities are covered in section 5.2.5 under the head
“Manufacturing” and section 5.2.15 under the head “trading” of the FDI Policy 2017 which allows 100% foreign
direct investment through automatic route subject to the provisions of FDI Policy
In case of investment in sectors through Government Route approval from competent authority as mentioned in
Chapter 4 of the FDI Policy 2017 has to be obtained by the company.
The transfer of shares between an Indian resident to a non-resident does not require the prior approval of the
RBI, subject to fulfilment of certain conditions as specified by DPIIT/RBI, from time to time. Such conditions
include: (i) where the transfer of shares requires the prior approval of the Government as per the extant FDI
policy provided that: a) the requisite approval of the Government has been obtained, and b) the transfer of shares
adheres with the pricing guidelines and documentation requirements as specified by the Reserve Bank of India
from time to time.; (ii) where the transfer of shares attract SEBI (SAST) Regulations subject to the adherence
to the pricing guidelines and documentation requirements as specified by Reserve Bank of India from time to
time.; (iii)where the transfer of shares does not meet the pricing guidelines under the FEMA, 1999 provided
that: a) The resultant FDI is in compliance with the extant FDI policy and FEMA regulations in terms of sectoral
caps, conditionalities (such as minimum capitalization, etc.), reporting requirements, documentation etc.; b) The
pricing for the transaction is compliant with the specific/explicit, extant and relevant SEBI
regulations/guidelines (such as IPO, Book building, block deals, delisting, exit, open offer/substantial
acquisition/SEBI SAST); and Chartered Accountants Certificate to the effect that compliance with the relevant
SEBI regulations/guidelines as indicated above is attached to the form FC-TRS to be filed with the AD bank
and iv) where the investee company is in the financial sector provided that: a) Any ‘fit and proper/due diligence’
requirements as regards the non-resident investor as stipulated by the respective financial sector regulator, from
time to time, have been complied with; and b) The FDI policy and FEMA regulations in terms of sectoral caps,
conditionalities (such as minimum capitalization, pricing, etc.), reporting requirements, documentation etc., are
* Present Directors means the Board of Directors as on the date of Extra-ordinary General Meeting
dated 17th September, 2019 in which this Articles of Association of the Company has been adopted.
Appointment of Chairperson and Vice-chairperson
99. The Directors may from time to time elect one of their number to be chairperson and vice-chairperson of
the Board of Directors and determine the period for which they are to hold office. If at any meeting of the
Board of Directors, the Chairperson is not present at the time appointed for holding the same, the Vice-
chairperson shall preside and failing him the Directors present shall choose one of their number to be
Chairperson of such meeting.
Appointment of Managing Director and/or Whole-time Director
100. Subject to the provisions of the Act, the Company shall be entitled from time to time to appoint and/or
employ any Director of the Company as Managing Director or Managing Directors and/or Whole time
Director or Whole Time Directors and/or as head of any department of the Company and/or in any other
capacity and for such period and on such remuneration as may be decided upon and the Board of Directors
shall from time to time confer upon such appointee such powers as they may think fit and from time to
time to revoke and/or modify the same and to suspend and/or remove such appointee.
Remuneration of directors
101. The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.
Remuneration to require members’ consent
102. (i) The remuneration payable to the directors, including any managing or whole - time director or
manager, if any, shall be determined in accordance with and subject to the provisions of the Act by an
ordinary resolution passed by the Company in general meeting or in the manner elsewhere provided in
this Articles of Association.
Foreign Register
127. (i) The Company may exercise the powers conferred on it by the Act with regard to the keeping of a
foreign register; and the Board may (subject to the provisions of the Act) make and vary such regulations
as it may think fit respecting the keeping of any such register.
(ii) The foreign register shall be open for inspection and may be closed, and extracts may be taken
therefrom and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to
the register of members.
THE SEAL
The seal, its custody and use
128. (i) The Board shall provide for the safe custody of the seal, if any.
Affixation of seal
(ii) The seal, if any, of the company shall not be affixed to any instrument except by the authority
of a resolution of the Board or of a committee of the Board authorized by it in that behalf, and except in
the presence of one director at least who shall sign every instrument to which the Seal is affixed in his
presence and countersigned by the Secretary or such other person as the Board may appoint for the
purpose and such director or the secretary or other person aforesaid shall sign every instrument to which
the seal of the company is so affixed in their presence.
DIVIDENDS AND RESERVE
Company in general meeting may declare dividends
129. The company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
Interim dividends
130. Subject to the provisions of the Act, the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the company.
Dividends only to be paid out of profits
131. The Board may, before recommending any dividend, set aside out of the profits of the company such
sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for
any purpose to which the profits of the company may be properly applied, including provision for meeting
contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either
The following contracts not being contracts entered into in the ordinary course of business carried on by our
Company or contracts entered into more than two (2) years before the date of filing of this Draft Prospectus
which are, or may be deemed material, have been entered or to be entered into by our Company. These contracts,
copies of which will be attached to the copy of the Prospectus to be filed with the RoC for filing and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company
located at 19/B Kalyan Society near M.G. International School, Mithakhali, Ahmedabad -380006, Gujarat, India
from date of filing the Prospectus with RoC to Issue Closing Date on working days from 10.00 a.m. to 5.00 p.m.
Material Contracts
1. Issue Agreement dated October 17, 2019 between our Company and the Lead Manager;
2. Registrar to the issue agreement dated October 17, 2019 between our Company and Link Intime India
Private Limited, Registrar to the Issue;
3. Underwriting Agreement dated October 17, 2019 between our Company and Underwriter viz. Pantomath
Capital Advisors Private Limited;
4. Market Making Agreement dated October 17, 2019 between our Company, Market Maker and the Lead
Manager;
5. Banker to the Issue Agreement dated [●] amongst our Company, the Lead Manager, Banker to the Issue
and the Registrar to the Issue;
6. Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated September 27, 2019;
7. Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated September 27, 2019
Material Documents
1. Certified copies of the updated Memorandum and Articles of Association of our Company along with
certificates of incorporation as amended from time to time;
2. Resolution of the Board of Directors dated September 18, 2019 in relation to the Issue and other related
matters;
3. Special Resolution of the shareholders passed at the Extraordinary General Meeting dated September 23,
2019 authorizing the Issue;
4. Statement of Tax Benefits dated October 18, 2019 issued by Statutory Auditor i.e. M/s. Keyur Shah & Co,
Chartered Accountants;
5. Report of the Statutory Auditor dated October 18, 2019 on the Restated Financial Statements for the period
ended on June 30, 2019 and financial year ended March 31, 2019, 2018 & 2017 of our Company.
6. Consents of Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory Auditor, Banker to the Company, Legal Advisor to the Issue, the Lead Manager, Registrar to the
Issue, Underwriter, Market Maker, Banker to the Issue, Refund Banker and Sponsor Bank to the Issue to
act in their respective capacities.
7. Copy of In-Principal approval from National Stock Exchange of India Limited vide letter dated [●], to use
its name in this Offer document for listing of Equity Shares on EMERGE Platform of National Stock
Exchange of India Limited.
Any of the contracts or documents mentioned in this Draft Prospectus may be amended or modified at any time
if so required in the interest of our Company or if required by the other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.
We, the under signed, hereby certify and declare that, all relevant provisions of the Companies Act and the
rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by
SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be, have been complied with and no
statement made in the Draft Prospectus is contrary to the provisions of the Companies Act, SCRA, the Securities
and Exchange Board of India Act, 1992 or rules made there under or regulations / guidelines issued, as the case
may be. We further certify that all the disclosures and statements made in the Draft Prospectus are true and
correct.
Signed by all the Directors of our Company.
sd/-
___________________
Ashutosh Mehta
Chief Financial Officer
Place: Ahmedabad
Date: October 21, 2019
DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED
*The scripts Bohra Industries Limited, Creative Peripherals and Distribution Limited, Panache Digilife Limited, Zota Health Care Limited, Gautam Exim
Limited, Bansal Multiflex Limited, Shrenik Limited, Jigar Cables Limited, Vaishali Pharma Limited, Lexus Granito (India) Limited, Worth Peripherals Limited,
R M Drip and Sprinklers Systems Limited, Shree Tirupati Balajee FIBC Limited, Innovative Tyres and Tubes Limited, Poojawestern Metaliks Limited, Airo
Lam Limited, Goldstar Power Limited, IRIS Business Services Limited, Tirupati Forge Limited, Beta Drugs Limited, One Point One Solutions Limited, Astron
Paper & Board Mill Limited, Shree Ram Proteins Limited and Gujarat Hy – Spin Limited, Focus Suites Solutions & Services Limited, A and M Jumbo Bags
Limited, Sintercom India Limited, Mohini Health & Hygiene Limited, South West Pinnacle Exploration Limited and Macpower CNC Machines Limited were
listed on April 05, 2017, April 12, 2017, April 25, 2017, May 10, 2017 July 11, 2017, July 12, 2017, July 18, 2017, July 28, 2017, August 22, 2017, August 23,
2017, September 27, 2017, October 04, 2017, October 05, 2017, October 05, 2017, October 05, 2017, October 06, 2017, October 10, 2017, October 11, 2017,
October 12, 2017, October 12, 2017, December 26, 2017, December 29, 2017, February 05, 2018, February 08, 2018, February 09, 2018, February 12, 2018,
February 15, 2018, February 16, 2018, February 19, 2018 and March 22, 2018 respectively.
**The scripts of Benara Bearings and Pistons Limited, Soni Soya Products Limited, Vera Synthetic Limited, S.S. Infrastructure Development Consultants
Limited, Mahickra Chemicals Limited, Akshar Spintex Limited, Softtech Engineers Limited, Innovators Façade Systems Limited, Shree Vasu Logistics
Limited, Affordable Robotic & Automation Limited, Latteys Industries Limited, Nakoda Group of Industries Limited, ShreeOswal Seeds and Chemicals
Limited, Priti International Limited, Accuracy Shipping Limited, Ganga Forging Limited, Ushanti Colour Chem Limited, Manorama Industries Limited,
Innovative Ideals and Services (India) Limited, Vinny Overseas Limited, Shubhlaxmi Jewel Art Limited, Deccan Health Care Limited, Surani Steel Tubes
Limited, Ritco Logistics Limited and Artedz Fabs Limited were listed on April 3, 2018, April 12, 2018, April 12, 2018, April 12, 2018, April 26, 2018, May
11, 2018, May 11, 2018, May 24, 2018, June 4, 2018, June 4, 2018, June 5, 2018, June 6, 2018, June 20, 2018, June 21, 2018, June 22, 2018, July 11, 2018,
August 02, 2018, October 04, 2018, October 05, 2018, October 11, 2018, December 04, 2018, December 31, 2018, February 06, 2019 February 07, 2019 and
March 29, 2019 respectively.
***The script of Par Drugs and Chemicals Limited, Suich Industries Limited and Gensol Engineering Limited were listed on May 16, 2019, June 13, 2019 and
October 15, 2019 respectively.