Letter of Offer
Dated: August 04, 2023
For Eligible Equity Shareholders only
PERFECT INFRAENGINEERS LIMITED
Our Company was originally incorporated as "Perfect Aircon Engineering Private Limited", as a Private Limited Company under the provision of Companies Act, 1956 vide Certificate of Incorporation dated May 16, 1996. Pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting of the Company held on April 05, 2005, our Company was converted into a public limited company and the name of our Company was changed to "Perfect Aircon Engineering Limited" pursuant to a fresh Certificate of Incorporation dated April 19, 2005 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of our Company was further changed to "Perfect Infraengineers Limited" pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting of the Company held on April 20, 2009 and a fresh Certificate of Incorporation dated May 11, 2009 was issued by the Registrar of Companies, Maharashtra, Mumbai. Our Company was listed on NSE Emerge platform on November 20, 2015. The Corporate Identification Number is L29190MH1996PLC099583.
Registered Office: R-637, TTC Industrial Area, MIDC, T. B. Road, Rabale, Navi Mumbai, Thane, Maharashtra-400708, India
Tel No: +91 9004 699 338| Email:cs@perfectinfra.com |Website:www.perfectinfra.comContact Person: Maryam Bahnan, Company Secretary & Compliance Officer
THE PROMOTERS OF OUR COMPANY ARE NIMESH MEHTA AND MANISHA MEHTA
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PERFECT INFRAENGINEERS LIMITED (OUR
"COMPANY" OR THE "ISSUER") ONLY
ISSUE OF UPTO 64,32,000 PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 18/- EACH PER RIGHTS EQUITY SHARE (INCLUDING PREMIUM OF ₹ 8/- PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 1,157.76 LAKHS/-# ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 58 RIGHTS EQUITY SHARE(S) FOR EVERY 100 FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON TUESDAY, AUGUST 01, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS ₹18/- WHICH IS 1.8 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE SEE THE SECTION TITLED "TERMS OF THE ISSUE" ON PAGE 135 OF THE LETTER OF OFFER.
#Assuming full subscription and receipt of all Call Monies with respect to the Rights Equity Shares.
AMOUNT PAYABLE PER RIGHTS EQUITY SHARE | FACE VALUE (₹) | PREMIUM (₹) | TOTAL (₹) |
On Application | 3 | 4 | 7 |
One or more subsequent Call(s) as determined by our Board at its sole discretion, from time to time | 7 | 4 | 11 |
Total | 10 | 8 | 18 |
* For further details on Payment Schedule, see "Terms of the Issue" on page 135. |
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and this Issue including the risks involved. The securities being offered in the Issue have not been recommended nor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer, Specific attention of the investors is invited to "Risk Factors" beginning on page 23 of this Letter of Offer before making an investment in this 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 the Issue, and 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 such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of our Company are listed on the EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") (the "Stock Exchange"). Our Company has received "In -Principle" approval from NSE for listing the Rights Equity Shares, through their letter dated July 07, 2023. Our Company will also make an application to the Stock Exchange to obtain its trading approval for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of the Issue, the Designated Stock Exchange is National Stock Exchange of India Limited.
REGISTRAR TO THE ISSUE
Kfin Technologies Limited | ||
Selenium Tower-B, Plot 31&32, Gachibowli, | ||
Financial District, Nanakramguda, Serilingampally, | ||
Hyderabad - 500 032, Telangana, India | ||
Tel. No: +91 40 6716 2222 | ||
E-mailId:pil.rights@kfintech.com | ||
Website:www.kfintech.com | ||
Contact Person: M.Murali Krishna | ||
SEBI Registration No: INR000000221 | ||
ISSUE PROGRAMME | ||
ISSUE OPENS ON: | Monday, August 14, 2023 | |
LAST DATE ON MARKET RENUNCIATION* | Friday, August 18, 2023 | |
ISSUE CLOSES ON:# | Thursday, August 24, 2023 | |
*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 Renouncee(s) 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 but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of 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 | 3 |
GENERAL CONVENTIONAL AND ABBREVIATIONS | 3 |
NOTICE TO OVERSEAS INVESTOR | 12 |
FORWARD-LOOKING STATEMENTS | 15 |
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA | 17 |
SUMMARY OF DRAFT LETTER OF OFFER | 19 |
SECTION II - RISK FACTORS | 22 |
SECTION III - INTRODUCTION | 39 |
THE ISSUE | 39 |
GENERAL INFORMATION | 40 |
SECTION III - INTRODUCTION | 44 |
CAPITAL STRUCTURE | 44 |
OBJECTS OF THE ISSUE | 46 |
KEY INDUSTRY REGULATIONS | 52 |
STATEMENT OF SPECIAL TAX BENEFITS | 58 |
SECTION IV - ABOUT OUR COMPANY | 62 |
OUR INDUSTRY | 62 |
OUR BUSINESS | 71 |
OUR MANAGEMENT | 79 |
OUR PROMOTERS | 87 |
DIVIDEND POLICY | 88 |
SECTION V - FINANCIAL INFORMATION | 89 |
RESTATED FINANCIAL STATEMENTS | 89 |
MANAGEMENT DISCUSSION AND ANALYSIS CONDITION AND RESULTS OF OPERATION | 116 |
MARKET PRICE INFORMATION | 122 |
SECTION VI - LEGAL AND OTHER INFORMATION | 124 |
OUTSTANDING LITIGATION AND DEFAULTS | 124 |
GOVERNMENT AND OTHER STATUTORY APPROVALS | 129 |
OTHER REGULATORY AND STATUTORY APPROVALS | 130 |
SECTION VII - ISSUE INFORMATION | 135 |
TERMS OF THE ISSUE | 135 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 166 |
SECTION VIII - OTHER INFORMATION STATUTORY INFORMATION | 168 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 169 |
DECLARATION | 170 |
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SECTION I
GENERAL CONVENTIONAL AND ABBREVIATIONS
This Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, 2013, the SEBI ICDR Regulations,the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Special Tax Benefits" and "Financial Information" beginning on pages 58 and 89 , respectively, shall have the meaning given to such terms in such sections.
CONVENTIONAL / GENERAL TERMS
TERM | DESCRIPTION | ||||
Perfect | Infraengineers | Unless the context otherwise indicates or implies refers to Perfect | |||
Limited / | PIL / We / us / | Infraengineers Limited, a company incorporated as a private limited company | |||
Our / our / Company or | under the provisions of the erstwhile Companies Act, 1956 with its registered | ||||
Issuer | office at R-637, TTC Industrial Area, MIDC, T. B. Road, Rabale, Navi | ||||
Mumbai, Thane, Maharashtra-400708, India. | |||||
AOA / Articles / Articles | The Articles of Association of our Company, as amended, from time to time. | ||||
of Association | |||||
Auditors | / | Statutory | The current statutory auditors of our Company JCR & Co. LLP, Chartered | ||
Auditors | Accountants. | ||||
Board / Board of Directors | The Board of Directors of our Company, or a duly constituted Committee | ||||
/ Our Board | thereof. For details on the Board of Directors please refer to chapter titled "Our | ||||
Management" on page 79 of this Letter of Offer. | |||||
Company | Secretary and | The Company Secretary and Compliance Officer of our Company, being | |||
Compliance Officer | Maryam Bahnan. | ||||
Chief | Financial | Officer/ | The Chief Financial Officer of our Company, being Manisha Mehta. | ||
CFO | |||||
Director(s) | Director(s) on the board of Perfect Infraengineers Limited as appointed from | ||||
time to time, unless otherwise specified | |||||
Equity Shares/Shares | Equity Shares of our Company having face value of ₹10.00/- each, fully | ||||
paid up, unless otherwise specified in the context thereof | |||||
Equity | Shareholders | / | Persons /entities holding Equity Shares of our Company, from time to time | ||
Shareholders | |||||
Executive Director(s) | Executive directors of our Company. For details of our Executive Directors, | ||||
please refer to chapter titled "Our Management" on page 79 of this Letter of | |||||
Offer. | |||||
Independent Director | Independent directors on the Board, eligible to be appointed as an independent | ||||
director under the provisions of Companies Act and SEBI Listing Regulations. | |||||
For details of the Independent Directors, please refer to chapter titled "Our | |||||
Management" on page 79 of this Letter of Offer. | |||||
ISIN | International Securities Identification Number is INE925S01012 | ||||
Key | Management | Key management personnel of our Company in terms of Regulation 2(1)(bb) | |||
Personnel /KMP | of the SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, | ||||
2013. For details, please refer "Our Management" on page 79 this Letter | |||||
of Offer. |
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Materiality Threshold | Materiality threshold adopted by our Company for the purpose of | ||
disclosure litigations in this Letter of Offer involving our Company, solely for | |||
the purpose of the Issue, i.e., ₹21.70 Lakhs (being 3% of the total revenue of | |||
our Company, in terms of the Audited Financial Statements as of March 31, | |||
2023) or above | |||
MoA / Memorandum / | The Memorandum of Association of our Company, as amended from time to | ||
Memorandum | of | time. | |
Association | |||
Non-Executive Director(s) | Non-Executive directors of our Company. For details of our Non-Executive | ||
Directors, please refer to chapter titled "Our Management" on page 79 of this | |||
Letter of Offer. | |||
Promoters | Nimesh Mehta and Manisha Mehta. | ||
Promoter Group | The promoter group of our Company as determined in terms of Regulation | ||
2(1)(pp) of the SEBI ICDR Regulations and which are disclosed by the | |||
Company to the Stock Exchanges from time to time. | |||
Registered Office | R-637, TTC Industrial Area, MIDC, T. B. Road, Rabale, Navi Mumbai, Thane, | ||
Maharashtra-400708, India | |||
Restated | Financial | The Restated Financial Information of our Company for the financial years | |
Statements | ended March 31, 2023, March 31, 2022 and March 31, 2021respectively, | ||
which comprises of the statement of assets and liabilities, the statement of | |||
profit and loss, the statement of cash flow statement, including a summary of | |||
significant accounting policies and other explanatory information. For details, | |||
please see the section titled "Financial Information" on page 89 of this Letter | |||
of Offer. | |||
Rights Issue Committee | The committee of our Board constituted for purposes of the Issue and | ||
incidental matters thereof. | |||
Roc/Registrar | of | Registrar of Companies, Mumbai. | |
Companies | |||
ISSUE RELATED TERMS | |||
Term | Description | ||
Abridged Letter of Offer / | Abridged letter of offer to be sent to the Eligible Equity Shareholders with | ||
ALOF | respect to the Issue in accordance with the provisions of the SEBI ICDR | ||
Regulations and the Companies Act, 2013. | |||
Allotment, Allot or Allotted | Allotment of Rights Equity Shares pursuant to the Issue. | ||
Allotment Account(s) | The account(s) opened with the Banker(s) to this Issue, into which the | ||
amounts blocked by Application Supported by Blocked Amount in the ASBA | |||
Account, with respect to successful Applicants will be transferred on the | |||
Transfer Date in accordance with Section 40(3) of the Companies Act, | |||
2013. | |||
Allotment Account Bank(s) or | Bank(s) which are clearing members and registered with SEBI as banker to | ||
Refund Bank(s) | an issue and with whom the Allotment Account and Refund Account will be | ||
opened, in this case being, Axis Bank Limited. | |||
Allotment Advice | The note or advice or intimation of Allotment, sent to each successful | ||
Investor who has been or is to be Allotted the Equity Shares after approvalof | |||
the Basis of Allotment by the Designated Stock Exchange. | |||
Allotment Date | Date on which the Allotment is made pursuant to this Issue. | ||
Allottee(s) | Person(s) who is Allotted Equity Shares pursuant to Allotment. | ||
Applicant(s) or Investors | Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to | ||
apply or make an application for the Equity Shares pursuant to the Issue in | |||
terms of this Letter of Offer. | |||
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Application | Application made through (i) submission of the Application Form or plain | ||||||||
paper Application to the Designated Branch of the SCSBs or online/ | |||||||||
electronic application through the website of the SCSBs (if made available by | |||||||||
such SCSBs) under the ASBA process. | |||||||||
Application Form | Unless the context otherwise requires, an application form used by an | ||||||||
Investor to make an application for the Allotment of Equity Shares in the | |||||||||
Issue. | |||||||||
Application Money | Aggregate amount payable in respect of the Equity Shares applied for in the | ||||||||
Issue at the Issue Price for the Application. | |||||||||
Application | Supported | Application used by an ASBA Investor to make an application authorizing | |||||||
by Blocked | Amount | or | the SCSB to block the Application Money in a the ASBA Account maintained | ||||||
ASBA | with the SCSB. | ||||||||
ASBA Account | Account maintained with the SCSB and specified in the Application Form or | ||||||||
the plain paper Application by the Applicant for blocking the amount | |||||||||
mentioned in the Application Form or the plain paper Application. | |||||||||
ASBA Circulars | Collectively, | SEBI | circular | bearing | reference | number | |||
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI | |||||||||
circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29, | |||||||||
2011 and | the | SEBI | circular | bearing | reference | number | |||
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and SEBI | |||||||||
circular bearing reference number SEBI/HO/CFD/SSEP/CIR/P/2022/66 | |||||||||
dated May 19, 2022. | |||||||||
Banker | to | the | Agreement dated January 18, 2022 entered amongst our Company and the | ||||||
Issue Agreement | Registrar to the Issue and the Banker(s) to the Issue for receipt of the | ||||||||
Application Money. | |||||||||
Banker to the Issue | The Allotment Account Banks and the Refund Account Bank to the Issue, in | ||||||||
this case being Axis Bank Limited. | |||||||||
Basis of Allotment | The basis on which the Equity Shares will be Allotted to successful | ||||||||
Applicants in consultation with the Designated Stock Exchange under this | |||||||||
Issue, as described in "Terms of the Issue" beginning on page 135 of this | |||||||||
Letter of Offer. | |||||||||
Call Money(ies) | The balance amount payable by the holders of the Rights Equity Shares | ||||||||
pursuant to the Payment Schedule, being ₹ 11 per Rights Equity Share | |||||||||
(66.11% of | Issue | Price) after payment of the Application Money | |||||||
Common Application Form / | The application form used by Investors to make an application for Allotment | ||||||||
CAF | under the Issue | ||||||||
Controlling | Branches | or | Such branches of the SCSBs which co-ordinate with the Registrar to the Issue | ||||||
Controlling Branches of the | and the Stock Exchanges, a list of which is available | on | |||||||
SCSBs | http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes | ||||||||
Designated Branches | Such branches of the SCSBs which shall collect the Application Form or the | ||||||||
plain paper application, as the case may be, used by the ASBA Investors and | |||||||||
a | list | of whichis | available | on | |||||
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes | |||||||||
Designated Stock Exchange | National Stock Exchange of Limited | ||||||||
Draft Letter of Offer | This draft letter of offer dated June 23, 2023. | ||||||||
Eligible | Shareholder(s) | Holder(s) / Beneficial Owner of the Equity Shares of our Company as on the | |||||||
Equity | Record Date | ||||||||
IEPF | Investor Education and Protection Fund | ||||||||
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