Letter of Offer
Dated: September 12, 2022
For Eligible Equity Shareholders only
LIBAS CONSUMER PRODUCTS LIMITED
Our Company was incorporated as "Libas Designs Private Limited" under the provisions of the Companies Act, 1956 vide certificate of incorporation dated November10, 2004 issued by Registrar of Companies, Mumbai, Maharashtra bearing registration No.149489. Further our Company was converted into a Public Limited Company and fresh
Certificate of Incorporation consequent to conversion was issued on September 20, 2016 by the Registrar of Companies, Mumbai, Maharashtra and consequently the name of our Company was changed to "Libas Designs Limited". The present name was changed on November 06, 2020. The Corporate Identification Number of Our Company is
L18101MH2004PLC149489.
Registered Office: 401, 4th Floor, Crecent Royale, Off. New Link Road, Lokhandwala Complex, Andheri (West) Mumbai-400 058
Tel No: +91 22 4976 7404; E-mail: cs@libas.co.in; Website: www.libasdesignsltd.com
Contact Person: Ms. Nita Sunil Mishra, Company Secretary & Compliance Officer
PROMOTERS OF OUR COMPANY:
NISHANT MITRASEN MAHIMTURA, RIYAZ GANJI, SUCHITRA NISHANT MAHIMTURA, RESHMA GANJI, SEETHARAM K SHETTY,
PUSHPALATHA S SHETTY
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY
THE ISSUE
ISSUE OF UP TO 88,20,000 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹10.00 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹21.00 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹11.00 PER RIGHTS EQUITY SHARE), FOR
AN AMOUNT COLLECTIVELY NOT EXCEEDING ₹1,852.20 LAKHS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR
COMPANY IN THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARE FOR EVERY 2 (TWO) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. SEPTEMBER 16, 2022 (THE "ISSUE").
WILFUL DEFAULTERS OR A FRAUDULENT BORROWER
Neither our Company, our Promoters nor our Directors' are categorized as wilful defaulters or Fraudulent Borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or Fraudulent Borrower issued by the Reserve Bank of India
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must
rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares being offered in this Issue have not been recommended or approved by Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Investors are advised to refer to the "Risk Factors" on page 14 of this Letter of Offer before making an investment in the Issue.
COMPANY'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect
LISTING
The existing equity shares of our Company are listed on National Stock Exchange of India Limited ("NSE"). We have received "In-Principle" approval from NSE for listing the equity shares arising from the Issue vide letter dated September 02, 2022.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE | ||||
Sarthi Capital Advisors Private Limited | Bigshare Services Private Limited | ||||
CIN: U65190DL2012PTC238100 | CIN: U99999MH1994PTC076534 | ||||
401, 4th Floor, Manek Plaza, 167, Vidyanagari Marg, | Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura | ||||
Kalina, Santacruz (E), Mumbai - 400 098 | Centre, Mahakali Caves Road, Andheri (East), Mumbai - 400093 | ||||
Tel No.: +91 22 2652 8671/ 72 | Tel. No.: +91 22 6263 8200 | ||||
Email Id: compliance@sarthiwm.in | Email: rightsissue@bigshareonline.com | ||||
Website: www.sarthiwm.in | Investor Grievance E-Mail:investor@bigshareonline.com | ||||
Contact Person: Mr. Taher Engineer | Contact Person: Mr. Vijay Surana | ||||
SEBI Registration No.: INM000012011 | Website: www.bigshareonline.com | ||||
SEBI Registration No.: INR000001385 |
ISSUE PROGRAMME
ISSUE OPENING DATE | LAST DATE FOR ON MARKET RENUNCIATION* | ISSUE CLOSING DATE# |
SEPTEMBER 27, 2022 | OCTOBER 03, 2022 | OCTOBER 07, 2022 |
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
- Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
TABLE OF CONTENTS | |
SECTION I-GENERAL .............................................................................................................................................................. | |
NOTICE TO INVESTORS........................................................................................................................................................... | 6 |
NO OFFER IN THE UNITED STATES ...................................................................................................................................... | 8 |
PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA .......................................................... | 9 |
FORWARD-LOOKING STATEMENTS .................................................................................................................................. | 10 |
SECTION II-LETTEROF OFFER SUMMARY ...................................................................................................................... | 12 |
SECTION III-RISKFACTORS.................................................................................................................................................. | 14 |
SECTION IV - INTRODUCTION ............................................................................................................................................. | 30 |
THE ISSUE ................................................................................................................................................................................ | 30 |
GENERAL INFORMATION ..................................................................................................................................................... | 31 |
CAPITAL STUCTURE .............................................................................................................................................................. | 35 |
SECTION V - PARTICULARS OF THE ISSUE ...................................................................................................................... | 37 |
OBJECTS OF THE ISSUE......................................................................................................................................................... | 37 |
STATEMENT OF TAX BENEFITS .......................................................................................................................................... | 41 |
SECTION VI - ABOUT THE COMPANY ................................................................................................................................ | 42 |
OUR INDUSTRY....................................................................................................................................................................... | 42 |
OUR BUSINESS ........................................................................................................................................................................ | 51 |
HISTORY AND CORPORATE STRUCTURE ......................................................................................................................... | 59 |
OUR MANAGEMENT .............................................................................................................................................................. | 61 |
SECTION VII-FINANCIALINFORMATION ......................................................................................................................... | 63 |
FINANCIAL STATEMENTS .................................................................................................................................................... | 63 |
ACCOUNTING RATIOS AND CAPITALIZATION STATEMENT ....................................................................................... | 64 |
MARKET PRICE INFORMATION........................................................................................................................................... | 65 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION . 66 | |
SECTION VIII - LEGAL AND OTHER INFORMATION ..................................................................................................... | 74 |
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS............................................................................... | 74 |
GOVERNMENT AND OTHER APPROVALS......................................................................................................................... | 76 |
OTHER REGULATORY AND STATUTORY DISCLOSURES.............................................................................................. | 77 |
SECTION IX - OFFERING INFORMATION.......................................................................................................................... | 81 |
TERMS OF THE ISSUE ............................................................................................................................................................ | 81 |
STATUTORY AND OTHER INFORMATION ...................................................................................................................... | 116 |
SECTION X- OTHER INFORMATION................................................................................................................................. | 117 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................................. | 117 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
In this Letter of Offer, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith.
In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to "Libas Consumer Products Limited", "Libas", the/our "Company", "we", "our", "us" or similar terms are to Libas Consumer Products Limited or, as the context requires, and references to "you" are to the equity shareholders and/ or prospective investors
in the Equity Shares.
Conventional or General Terms
Term | Description | |||||
Articles or Articles of Association or | The Articles of Association of our Company, as amended from time to time | |||||
AOA | ||||||
"Libas | Consumer | Products | Libas Consumer Products Limited, a public limited company incorporated | |||
Limited", | or | "Libas", | or | under the provisions of the Companies Act, 1956. | ||
"Company", or "Our Company" | ||||||
or "we", "us", or "our" and the | ||||||
"Issuer Company". | ||||||
"We" or "us" or "our" | Unless the context otherwise indicates or implies, refers to Libas Consumer | |||||
Products Limited | ||||||
₹/Rs./Rupees /INR | Indian Rupees | |||||
ASBA | Application Supported by Blocked Amount | |||||
AY | Assessment Year | |||||
Board of Directors | Board of Directors of our Company | |||||
Companies Act | The Companies Act, 2013 and rules issued thereunder, as amended | |||||
Depositories Act | The Depositories Act, 1996 and amendments thereto | |||||
DP or Depository Participant | Depository Participant as defined under the Depositories Act | |||||
Eligible Shareholder(s) or "Eligible | Eligible holder(s) of the equity shares of Libas Consumer Products Limited | |||||
Equity Shareholder(s)" | as on the Record Date | |||||
EPS | Earnings Per Share | |||||
IT Act | The Income Tax Act, 1961 and amendments thereto | |||||
Indian Accounting Standards prescribed under Section 133 of the | ||||||
Ind AS | Companies Act, 2013, as notified under Companies (Indian Accounting | |||||
Standards) Rules 2015, as amended | ||||||
NAV | Net Asset Value per share. | |||||
NEFT | National Electronic Fund Transfer | |||||
NR/Non- Resident | A person resident outside India, as defined under the FEMA and includes | |||||
an NRI, FPIs registered with SEBI and FVCIs registered with SEBI | ||||||
NRE Account | Non-resident external account | |||||
NRI | Non-resident Indian | |||||
OCB | Overseas Corporate Body | |||||
PAN | Permanent Account Number | |||||
PAT | Profit After Tax | |||||
RBI | Reserve Bank of India | |||||
RONW | Return on Net Worth | |||||
SCORES | SEBI Complaints Redress System | |||||
SCRA | Securities Contracts (Regulation) Act, 1956 | |||||
SCRR | Securities Contracts (Regulation) Rules, 1957 |
Page 1 of 119
Term | Description | ||||
Securities and Exchange Board of India (Listing Obligations and | |||||
SEBI | Listing Regulations/ | SEBI | Disclosure Requirements) Regulations, 2015, as amended from time to time | ||
LODR Regulations | |||||
SEBI | Regulations/ | SEBI | ICDR | The SEBI (Issue of Capital and Disclosure Requirements) Regulations, | |
Regulations | 2018 and amendments thereto | ||||
SAST Regulations, 2011/ Takeover | SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 | ||||
Regulations | and amendments thereto | ||||
Stock Exchange | National Stock Exchange of India Limited ("NSE") | ||||
Issue Related Terms | |||||
Term | Description | ||||
Abridged Letter of Offer | The abridged Letter of Offer to be sent to the Equity Shareholders as on the | ||||
Record date with respect to this Issue in accordance with SEBI Regulations | |||||
Allotment | Unless the context requires, the allotment of Equity Shares pursuant to the | ||||
Issue | |||||
Allottee(s) | Persons to whom Equity Shares are issued pursuant to the Issue | ||||
Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to | |||||
Applicant(s) or Investor(s) | apply or make an application for the Rights Equity Shares pursuant to this | ||||
Issue in terms of this Letter of Offer | |||||
Application made through (i) submission of the Application Form or plain | |||||
paper Application to the Designated Branch of the SCSBs or online/ | |||||
Application | electronic application through the website of the SCSBs (if made available | ||||
by such SCSBs) under the ASBA process, to subscribe to the Rights Equity | |||||
Shares at the Issue Price. | |||||
Unless the context otherwise requires, an application form through the | |||||
Application Form | website of the SCSBs (if made available by such SCSBs) under the ASBA | ||||
process) used by an Applicant to make an application for the Allotment of | |||||
Rights Equity Shares in this Issue | |||||
Application Money | Aggregate amount payable at the time of Application, in respect of the | ||||
Rights Equity Shares applied for in this Issue | |||||
ASBA/ | Application | Supported by | Application used by an investor to make an application authorizing the | ||
SCSB to block the Application Money in an ASBA account maintained with | |||||
Blocked Amount. | |||||
the SCSB | |||||
Account maintained with SCSBs which will be blocked by such SCSBs to | |||||
ASBA Account | the extent of the appropriate amount in relation to an application by an | ||||
ASBA Investor | |||||
An investor (Equity Shareholder or Renouncee) who is intending to | |||||
ASBA/Investor/ASBA applicant | subscribe the Equity Shares of our Company under this Issue applying | ||||
through blocking of funds in a bank account maintained with SCSBs. | |||||
Banker(s) to the Issue/ Public Issue | The banks which are clearing members and registered with SEBI as Banker | ||||
to an Issue with whom the Public Issue Account will be opened and in this | |||||
Bank(s). | |||||
case, being Yes Bank Limited. | |||||
Such branch of the SCSBs which coordinate Applications under this Issue | |||||
Controlling Branch of SCBs | by the ASBA Applicants with the Registrar to the Issue and the Stock | ||||
Exchange and a list of which is available at http://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 ("NSE") | ||||
Draft Letter of Offer/DLoF | The Draft Letter of Offer dated August 25, 2022 | ||||
Equity Share(s) or Share(s) | Equity shares of our Company having a face value of ₹10.00 each unless | ||||
otherwise specified in the context thereof | |||||
Equity Shareholder/Shareholder | Means a holder of Equity Shares of our Company |
Page 2 of 119
Term | Description | ||
Financial | Year/ Fiscal/Fiscal Year/ | Any period of twelve months ended March 31 of that particular year, unless | |
FY | otherwise stated. | ||
Issue of up to 88,20,000 Equity Shares of face value of ₹10.00 each of our | |||
Company for cash at a price of ₹21.00 per Rights Equity Share aggregating | |||
Issue/ Rights Issue | up to ₹1,852.20 lakhs on a rights basis to the Eligible Equity Shareholders | ||
of our Company in the ratio of 1 (One) Rights Equity Share for every 2 | |||
(Two) Equity Shares held by the Eligible Equity Shareholders of our | |||
Company on the Record Date i.e. September 16, 2022. | |||
Investor(s) | Equity Shareholders as on Record Date and/or Renouncees applying in the | ||
Issue. | |||
Issue Closing Date | September 27, 2022 | ||
Issue Opening Date | October 07, 2022 | ||
₹21.00 for Rights Securities issued in one Rights Entitlement, (i.e. ₹21.00 | |||
Issue Price | per Rights Equity Share, including a premium of ₹11.00 per Rights Equity | ||
Share). | |||
Issue Proceeds | The proceeds of the Issue that are available to our Company | ||
Issue Size | The issue of 88,20,000 Equity Shares for an amount aggregating up to | ||
₹1,852.20 Lakhs. | |||
Letter of Offer | This Letter of Offer dated September 12, 2022 | ||
Listing Agreement | The listing agreements entered into between our Company and the Stock | ||
Exchange | |||
The renunciation of Rights Entitlements undertaken by the Investor by | |||
trading them over the secondary market platform of the Stock Exchange | |||
On Market Renunciation | through a registered stock broker in accordance with the SEBI Rights Issue | ||
Circular and the circulars issued by the Stock Exchange, from time to time, | |||
and other applicable laws, on or before October 03, 2022. | |||
The renunciation of Rights Entitlements undertaken by the Investor by | |||
transferring them through off market transfer through a depository | |||
Off Market Renunciation | participant in accordance with the SEBI Rights Issue Circular and the | ||
circulars issued by the Depositories, from time to time, and other applicable | |||
laws | |||
All Investors including sub-accounts of FIIs/ FPIs registered with SEBI, | |||
Non-Institutional Investors | which are foreign corporate or foreign individuals, that are not QIBs or | ||
Retail Individual Investors and who have applied for Equity Shares for a | |||
cumulative amount more than ₹2.00 Lakhs | |||
The Promoters of our Company, being Nishant Mitrasen Mahimtura, Riyaz | |||
Promoters | Ganji, Suchitra Nishant Mahimtura, Reshma Ganji, Seetharam K Shetty, | ||
Pushpalatha S Shetty | |||
Unless the context requires otherwise, the entities forming part of the | |||
Promoter Group | promoter group in accordance with the SEBI Regulations and which are | ||
disclosed by our Company to the Stock Exchange from time to time | |||
Offer Document | Means Letter of Offer/ Abridged Letter of Offer | ||
QIBs or | Qualified Institutional | Qualified institutional buyers as defined under Regulation 2(1)(ss) of the | |
Buyers | SEBI (ICDR) Regulations, 2018. | ||
Record Date | September 16, 2022 | ||
Refund through electronic transfer of | Refunds through NECS, Direct Credit, RTGS, NEFT or ASBA process, as | ||
Funds | applicable | ||
Registrar to the Issue | Bigshare Services Private Limited | ||
Renouncees | Any persons who have acquired Rights Entitlements from the Equity | ||
Shareholders through renunciation | |||
Retail Individual Investors | Individual Investors who have applied for Equity Shares for an amount not | ||
more than ₹2.00 lakhs (including HUFs applying through their Karta) | |||
RE-ISIN | The RE-ISIN for Rights Entitlement of full paid-up shares being | ||
INE908V20012 | |||
Page 3 of 119 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Libas Consumer Products Ltd. published this content on 23 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2022 08:19:07 UTC.