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Draft ProspectusDated: March 28, 2022Fixed Price IssuePlease read section 26 and 32 of the Companies Act, 2013(This Draft Prospectus will be updated upon filing with the RoC)MANGALAM WORLDWIDE LIMITEDCorporate Identity Numbers: U27100GJ1995PLC028381REGISTERED OFFICECORPORATEOFFICE102, Mangalam Corporate House, 42, ShrimaliSociety, Netaji Marg, Mithakhali, NavrangpuraAhmedabad- 380009, Gujarat-CONTACT PERSONMr. Fageshkumar RameshbhaiSoniEMAIL AND TELEPHONEWEBSITETel No; 91 79 6161 5000Email Id; OMOTERS OF OUR COMPANY: MR. VIPIN PRAKASH MANGAL, MR. CHANAKYA PRAKASH MANGAL AND MR. CHANDRAGUPT PRAKASHMANGALTYPESFresh Issue Size( In Lakhs)DETAILS OF THE ISSUEOFS Size (by Nos. ofTotal Issue SizeShares or by amount in )( In Lakhs)EligibilityTHIS ISSUE IS BEING MADE IN TERMS OFCHAPTER IX OF THE SEBI (ICDR)REGULATIONS, 2018 AS AMENDEDDETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE AS THE ENTIREISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARESRISK IN RELATION TO THE FIRST ISSUEThe face value of the Equity Shares is Rs. 10 each and the Issue Price is 10.1 times of the face value of the Equity Shares. The Issue Price (determined and justified by our Companyin consultation with the Lead Manager as stated in “Basis for Issue Price” on page 98 should not be taken to be indicative of the market price of the Equity Shares after the EquityShares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listingGENERAL RISKSInvestments 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 losingtheir entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors mustrely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by theSecurities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Draft Prospectus. Specific attention of the investors is invited to thesection “Risk Factors” beginning on page 36 of this Draft Prospectus.ISSUER’S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and theIssue, which is material in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in anymaterial respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a wholeor any of such information or the expression of any such opinions or intentions, misleading in any material respect.LISTINGThe Equity Shares Issued through this Draft Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (NSE EMERGE) in terms ofthe Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the purpose of this Issue, the Designated Stock Exchange will be the National StockExchange of India Limited (“NSE”).LEAD MANAGER TO THE ISSUEName and LogoContact PersonEmail & Telephone 6558.13Fresh IssueNil 6558.13Mr. Pradip Ramprasad SandhirEmail: mb@beelinemb.comTel. No: 91 79 4840 5357Beeline Broking LimitedName and LogoREGISTRAR TO THE ISSUEContact PersonShanti GopalkrishnanEmail & TelephoneEmail: mangalam.ipo@linkintime.co.inTel. No: 91 22 4918 6200Link Intime India Private LimitedISSUE PROGRAMMEISSUE OPENS ON: [ ]ISSUE CLOSES ON: [ ]
Draft ProspectusDated: March 28, 2022Fixed Price IssuePlease read section 26 and 32 of the Companies Act, 2013(This Draft Prospectus will be updated upon filing with the RoC)MANGALAM WORLDWIDE LIMITEDOur Company was originally incorporated on December 11, 1995 as ‘Temchem Exports Private Limited’, as a private limited company, under the provisions of the Companies Act, 1956. Thereafter,the name of our Company was changed to ‘Hindprakash Exim Private Limited’ and received fresh Certificate of Incorporation dated April 30, 2007 from Registrar of Companies, Gujarat, Dadra andNagar Haveli. Later on, the name of the Company was changed to ‘Mangalam Worldwide Private Limited’ and received fresh Certificate of incorporation dated October 13, 2014 issued by AssistantRegistrar of Companies, Registrar of Companies, Ahmedabad. Later on, consequent upon the conversion of our Company into public limited company, the name of our Company was changed to“Mangalam Worldwide Limited” and fresh Certificate of Incorporation dated March 16, 2022 was issued by Registrar of Companies, Ahmedabad. The Corporate Identification Number of ourCompany is U27100GJ1995PLC028381. For details of change in registered office of our Company, please refer to chapter titled “HISTORY AND CORPORATE MATTERS” beginning on PageNo. 144 of this Draft Prospectus.Corporate Identity Numbers: U27100GJ1995PLC028381Website: www.mangalamsaarloh.com; E-Mail: cs.mwpl@groupmangalam.com; Telephone No: 91 79 6161 5000Company Secretary and Compliance Officer: Mr. Fageshkumar Rameshbhai SoniPROMOTERS OF OUR COMPANY: MR. VIPIN PRAKASH MANGAL, MR. CHANAKYA PRAKASH MANGAL AND MR. CHANDRAGUPT PRAKASH MANGALTHE ISSUEPUBLIC ISSUE OF 6493200 EQUITY SHARES OF FACE VALUE OF 10 EACH OF MANGALAM WORLDWIDE LIMITED (“MWL” OR THE “COMPANY” ORTHE “ISSUER”) FOR CASH AT A PRICE OF 101 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF 91 PER EQUITY SHARE (THE “ISSUE PRICE”)AGGREGATING TO 6,558.13 LAKHS (“THE ISSUE”), OF WHICH 325200 EQUITY SHARES OF FACE VALUE OF 10 EACH FOR CASH AT A PRICE OF 101 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF 91 PER EQUITY SHARE AGGREGATING TO 328.45 LAKHS WILL BE RESERVED FORSUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKERRESERVATION PORTION i.e. NET ISSUE OF 6168000 EQUITY SHARES OF FACE VALUE OF 10 EACH AT A PRICE OF 101 PER EQUITY SHAREINCLUDING A SHARE PREMIUM OF 91 PER EQUITY SHARE AGGREGATING TO 6,229.68 LAKHS IS HEREIN AFTER REFERRED TO AS THE “NETISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.50% AND 25.17% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARECAPITAL OF OUR COMPANY.THIS ISSUE IS BEING IN TERMS OF CHAPTER IX OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIERMENTS) REGULATIONS, 2018 AS AMENDED FROMTIME TO TIME.For further details see “TERMS OF THE ISSUE” beginning on Page No.225 of this Draft Prospectus.In terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, dated November 10, 2015 and the all potential investors shall participate in the Issue only through an Application Supportedby Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self-Certified Syndicate Banks (“SCSBs”) for the same. Further pursuant to SEBIcircular bearing no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, for implementation of Phased II for UPI facility, which is effective from July 01, 2019, all potential Bidders (exceptAnchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts or UPI ID (in caseof RIIs), in which the corresponding Application Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. For details, see “ISSUE PROCEDURE” on Page No. 232of this Draft Prospectus.THE FACE VALUE OF THE EQUITY SHARES IS 10 EACH AND THE ISSUE PRICE IS 101. THE ISSUE PRICE IS 10.1 TIMES OF THE FACE VALUE.RISK IN RELATION TO THE FIRST ISSUEThis being the first Public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the shares is 10 per Equity Shares and the Issue priceis 10.1 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager) as stated in the chapter titled on “BASIS FOR ISSUE PRICE” beginningon Page No. 98 of this Draft Prospectus should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding anactive or sustained trading in the equity shares of our Company nor regarding the price at which the Equity Shares will be traded after listing.GENERAL RISKSInvestments 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 offering. For taking an investment decision, investors must rely on their own examination ofour Company and the Issue including the risks involved. The Equity Shares offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nordoes Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Prospectus. Specific attention of the investors is invited to the section titled “RISK FACTORS”beginning on Page No. 36 of this Draft Prospectus.ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Issue, which ismaterial in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinionsand intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression ofany such opinions or intentions misleading in any material respect.LISTINGThe Equity Shares offered through this Draft Prospectus are proposed to be listed on EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”), in terms of the ChapterIX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-Principle Approval letter dated [ ] from National Stock Exchange of India Limited(“NSE”) for using its name in this offer document for listing our shares on the EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”). For the purpose of this Issue,the designated Stock Exchange is the NSE.LEAD MANAGERREGISTRAR TO THE ISSUELINK INTIME INDIA PRIVATE LIMITEDSEBI Registration Number: INR000004058Address: C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai –400 083, MaharashtraTel. Number: 91 22 4918 6200, Fax- 022 - 4918 6060Email Id: mangalam.ipo@linkintime.co.inInvestors Grievance Id: mangalam.ipo@linkintime.co.inWebsite: www.linkintime.co.inContact Person: Shanti GoapalkrishnanCIN: U67190MH1999PTC118368BEELINE BROKING LIMITEDSEBI Registration Number: INM000012546Address: 701-702, A Wing, Samudra Complex, 7th Floor Off. C.G. Road, Nr. Girish ColdDrinks, Navrangpura Ahmedabad-380009, Gujarat.Telephone Number: 91 79 4840 5357Email Id: pcs@beelinemb.com.Investors Grievance Id: connect@beelinebroking.comWebsite: www.beelinebroking.comContact Person: Mr. Pradip Ramprasad SandhirCIN: U51900GJ2014PLC080598ISSUE SCHEDULEISSUE OPENS ON: [ ]ISSUE CLOSES ON: [ ]
TABLE OF CONTENTSCONTENTSSECTION I – DEFINITIONS AND ABBREVIATIONSGENERAL AND COMPANY RELATED TERMSISSUE RELATED TERMSTECHNICAL AND INDUSTRY RELATED TERMSCONVENTIONAL AND GENERAL TERMS /ABBREVIATIONSPRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATAFORWARD LOOKING STATEMENTSSECTION II – SUMMARY OF DRAFT PROSPECTUSSECTION III – RISK FACTORSSECTION IV – INTRODUCTIONTHE ISSUESUMMARY OF OUR FINANCIAL INFORMATIONSECTION V – GENERAL INFORMATIONSECTION VI – CAPITAL STRUCTURESECTION VII – PARTICULARS OF THE ISSUEOBJECTS OF THE ISSUEBASIS FOR ISSUE PRICESTATEMENT OF POSSIBLE TAX BENEFITSSECTION VIII – ABOUT THE COMPANYINDUSTRY OVERVIEWBUSINESS OVERVIEWKEY INDUSTRY REGULATIONSHISTORY AND CORPORATE STRUCTUREOUR MANAGEMENTOUR PROMOTERS AND PROMOTERS GROUPDIVIDEND POLICYSECTION IX – FINANCIAL STATEMENTSRESTATED FINANCIAL INFORMATIONOTHER FINANCIAL INFORMATIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION ANDRESULTS OF OPERATIONSCAPITALIZATION STATEMENTSECTION X – LEGAL AND OTHER INFORMATIONOUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTSGOVERNMENT APPROVALSSECTION XI – INFORMATION WITH RESPECT TO GROUP COMPANIES/ ENTITIESSECTION XII – OTHER REGULATORY AND STATUTORY DISCLOSURESSECTION XIII – ISSUE RELATED INFORMATIONTERMS OF ISSUEISSUE STRUCUTREISSUE PROCEDURERESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIESDESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATIONSECTION XIV – OTHER INFORMATIONMATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONDECLARATIONANNEXURE APage 1182183185194195200206215225230232277280331333334
SECTION I – GENERALDEFINITIONS AND ABBREVIATIONSGeneral TermsTerm“Mangalam”, “our Company”,“we”, “us”, “our”, “theCompany”,“theIssuerCompany” or “the Issuer”Our PromotersPromoters’ GroupDescriptionMangalam Worldwide Limited, a public limited company, registered under theCompanies Act, 1956 and having its registered office at 102, Mangalam CorporateHouse, 42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad380009, Gujarat.Mr. Vipin Prakash Mangal, Mr. Chanakya Prakash Mangal and Mr. ChandraguptPrakash MangalCompanies, individuals and entities (other than companies) as defined underRegulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in thechapter titled “Our Promoters and Promoter’s Group”. ** Our Company has received declarations from relatives of our Promoters viz. 1) Mr. Vipin Prakash Mangal i.e. Mr. OmprakashMangal (Father of Mr. Vipin Prakash Mangal), Mr. Sanjay Prakash Mangal (Brother of Mr. Vipin Prakash Mangal), Mrs. Kirti Goel(Sister of Mr. Vipin Prakash Mangal), Mr. Ravindra Kumar Agarwal (Spouse’s Father of Mr. Vipin Prakash Mangal), Mrs. PushpaDevi Agarwal (Spouse’s Mother of Mr. Vipin Prakash Mangal), Mr. Sandeep Agarwal (Spouse’s Brother of Mr. Vipin PrakashMangal) and Mrs. Rekha Gupta (Spouse’s Sister of Mr. Vipin Prakash Mangal) and 2) Mr. Chanakya Prakash Mangal i.e. Mr. SunilGupta (Spouse’s Father of Mr. Chanakya Prakash Mangal), Mrs. Shashi Gupta (Spouse’s Mother of Mr. Chanakya Prakash Mangal)and Ms.Prachi Gupta (Spouse’s Sister of Mr. Chanakya Prakash Mangal) stating that they do not hold any financial/business interestin our company and that they are not willing to constitute part of promoter group of our company. They have not shared any details ofentity (ies) in which they severally or jointly have an interest. Therefore, the disclosures made in this Draft Prospectus are limited tothe extent of information that has been made available by our Promoters in relation to Promoter Group. Our company has also appliedfor Exemption to SEBI under regulation 300 of SEBI (ICDR), 2018 on March 17, 2022 for above mentioned person for waiver fromclassifying them as person forming part of promoter group.Company Related TermsTermArticles/ArticlesAssociation/AOAAudit CommitteeofAuditor of our Company /StatutoryAuditor/PeerReview AuditorBankers to the CompanyBoardofDirectorsBoard/BODCompanies Act/DescriptionArticles of Association of our Company.The Audit Committee of the Board of Directors constituted in accordance withSection 177 of the Companies Act, 2013. For details refer section titled “OurManagement” on page 159 of this draft prospectus.The Statutory Auditors of our Company, being M/s Keyur Shah & Co. CharteredAccountants holding a valid peer review certificate as mentioned in the section titledGeneral Information beginning on page 57 of this Draft Prospectus.ICICI Bank LimitedThe Board of Directors of Mangalam Worldwide Limited unless otherwise specified.The Companies Act, 1956/2013 as amended from time to time.CINCorporate Identification Number of our Company i.e. U27100GJ1995PLC028381CMDChief Financial Officer (CFO)CompanySecretaryandCompliance Officer (CS)Depositories ActDINEquity SharesChairman and Managing DirectorThe Chief Financial officer of our Company, being Mr. Mohit Kailash AgrawalThe Company Secretary of our Company, being Mr. Fageshkumar Rameshbhai SoniThe Depositories Act, 1996, as amended from time to timeDirector Identification NumberEquity Shares of our Company of Face Value of 10/- each unless otherwisespecified in the context thereofEquity ShareholdersPersons/ Entities holding Equity Shares of Our CompanyEDGroup CompaniesExecutive DirectorGroup Companies as defined under Regulation 2(1)(t) of the SEBI (ICDR)Regulations, 2018, “Group companies shall include such companies (other than our1
TermIndependent DirectorIndian GAAPISINKey Managerial Personnel /Key Managerial EmployeesMateriality PolicyMDMOA/Memorandum/Memorandum of AssociationNon ResidentsNomination andRemuneration CommitteeNon-Executive DirectorNRIs / Non Resident IndiansRegistered OfficeRestated Financial StatementsROC / Registrar of CompaniesStakeholders RelationshipCommitteeWTDDescriptionPromoters and Subsidiary) with which there were related party transactions asdisclosed in the Restated Financial Statements as covered under the applicableaccounting standards, and as disclosed in “Information with respect to GroupCompanies” on page 206 of this Draft Prospectus.A non-executive & Independent Director as per the Companies Act, 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015Generally Accepted Accounting Principles in IndiaINE0JYY01011The officer vested with executive power and the officers at the level immediatelybelow the Board of Directors as described in the section titled “Our Management”on page 159 of this Draft Prospectus.The policy on identification of group companies, material creditors and materiallitigation, adopted by our Board on March 17, 2022 in accordance with therequirements of the SEBI ICDR Regulations.Managing DirectorMemorandum of Association of our Company as amended from time to timeA person resident outside India, as defined under FEMAThe Nomination and Remuneration Committee of our Board of Directors constitutedin accordance with Section 178 of the Companies Act, 2013. For details refer sectiontitled “Our Management” on page 159 of this draft prospectus.A Director not being an Executive Director or an Independent Director.A person resident outside India, as defined under FEMA and who is a citizen of Indiaor a Person of Indian Origin under Foreign Outside India Regulations, 2000.The Registered office of our Company located at 102, Mangalam Corporate House,42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad- 380009,Gujarat.The restated financial information of our Company, which comprises the restatedconsolidated statement of assets and liabilities, the restated consolidated statementof profit and loss, the restated consolidated statement of cash flows, for period endedon December 12, 2021 and for the year ended on March 31, 2021 along with thesummary statement of significant accounting policies read together with theannexures and notes thereto and the restated standalone statement of assets andliabilities, the restated standalone statement of profit and loss, the restated standalonestatement of cash flows for period ended on December 12, 2021 and for the yearended on March 31, 2021, 2020 and 2019 other restated financial information,prepared in terms of the requirements of Section 26 of the Companies Act, the SEBIICDR Regulations and the Guidance Note on Reports in Company Prospectuses(Revised 2019) issued by the ICAI, as amended from time to time.Registrar of Companies, Ahmedabad.The Stakeholders Relationship Committee of our Board of Directors constituted inaccordance with Section 178 of the Companies Act, 2013. For details refer sectiontitled “Our Management” on page 159 of this draft prospectus.Whole-Time DirectorIssue Related TermsTermsDescriptionApplicantAny prospective investor who makes an application for Equity Shares in terms ofthis Draft ProspectusAbridged ProspectusAbridged Prospectus means a memorandum containing such salient features of aProspectus as may be specified by SEBI in this behalf2
TermsDescriptionAcknowledgement SlipThe slip or document issued by the Designated Intermediary to an Applicant asproof of registration of the ApplicationApplication FormThe Form in terms of which the applicant shall apply for the Equity Shares of ourCompanyApplication Supported byBlocked Amount / ASBAAn application, whether physical or electronic, used by applicants to make anapplication authorising a SCSB to block the application amount in the ASBAAccount maintained with the SCSB.ASBA AccountAn account maintained with the SCSB and specified in the application formsubmitted by ASBA applicant for blocking the amount mentioned in the applicationform.AllotmentIssue of the Equity Shares pursuant to the Issue to the successful applicantsAllotteeThe successful applicant to whom the Equity Shares are being / have been issuedBasis of AllotmentThe basis on which equity shares will be allotted to successful applicants under theIssue and which is described in the section “Issue Procedure - Basis of allotment”on page no. 274 of this Draft Prospectus.Bankers to the Issue andRefund Banker[ ]Bidding CentresCentres at which the Designated Intermediaries shall accept the Application Formsi.e. Designated SCSB Branch for SCSBs, Specified Locations for members of theSyndicate, Broker Centres for Registered Brokers, Designated RTA Locations forRTAs and Designated CDP Locations for CDPs.Business DayMonday to Friday (except public holidays).Broker CentersBroker centers notified by the Stock Exchanges where investors can submit theApplication Forms to a Registered Broker. The details of such Broker Centers, alongwith the names and contact details of the Registered Brokers are available on thewebsites of the Stock ExchangeCAN or Confirmation ofAllocation NoteThe Note or advice or intimation sent to each successful Applicant indicating theEquity which will be allotted, after approval of Basis of Allotment by the designatedStock ExchangeClient IdClient Identification Number maintained with one of the Depositories in relation todemat accountDepositoryA depository registered with SEBI under the SEBI (Depositories and Participants)Regulations, 2018.Demographic DetailsThe demographic details of the Applicants such as their Address, PAN, name of theapplicant father/husband, investor status, occupation and Bank Account detailsDesignated DateThe date on which amounts blocked by the SCSBs are transferred from the ASBAAccounts, as the case may be, to the Public Issue Account or the Refund Account,as appropriate, in terms of the Draft Prospectus, after finalisation of the Basis ofAllotment in consultation with the Designated Stock Exchange, following which theBoard of Directors may Allot Equity Shares to successful Bidders in the Offer.Designated IntermediariesThe members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers,CDPs and RTAs, who are categorized to collect Application Forms from theApplicant, in relation to the Issue.Depository ParticipantA Depository Participant as defined under the Depositories Act, 1996DP IDDepository Participant’s Identity NumberDraft ProspectusThe Draft Prospectus dated March 28, 2022 issued in accordance with Section 26and 32 of the Companies Act filed with the Emerge Platform of NSE underSEBI(ICDR) RegulationsDVRDifferential Voting Rights3
TermsDescriptionEligible NRINRIs from jurisdictions outside India where it is not unlawful to make an issue orinvitation under the Issue and in relation to whom the Draft Prospectus constitutesan invitation to subscribe to the Equity Shares Allotted herein.Engagement LetterThe engagement letter dated January 01, 2022 between our Company and the LMFraudulent BorrowerFraudulent borrower as defined under Regulation 2(1) (lll) of the SEBI ICDRRegulationsIssue Opening DateThe date on which the Issue opens for subscription.Issue Closing dateThe date on which the Issue closes for subscription.Issue PeriodThe periods between the Issue Opening Date and the Issue Closing Date inclusiveof both days and during which prospective Applicants may submit their applicationIPOInitial Public OfferingIssue / Issue Size / Public IssueThe Public Issue of 6493200 Equity Shares of . 10/- each at 101/- per EquityShare including Share Premium of . 91/- per Equity Share aggregating to 6558.13Lakhs by Mangalam Worldwide Limited.Issue PriceThe price at which the Equity Shares are being issued by our Company through thisDraft Prospectus, being Rs. 101/- (including share premium of Rs. 91/- per EquityShare).LM / Lead ManagerLead Manager to the Issue, in this case being Beeline Broking Limited.Listing AgreementUnless the context specifies otherwise, this means the SME Equity ListingRegulation to be signed between our company and the EMERGE Platform ofNational Stock Exchange of India Limited (“NSE EMERGE”)Market MakerThe Market Maker to the Issue, in this case being [ ].Market Making AgreementThe Agreement entered into between the Market Maker and our Company dated [ ]NCLTNational Company Law TribunalNet IssueThe Issue (excluding the Market Maker Reservation Portion) of 61,68,000 EquityShares of Rs. 10/- each at Rs. 101/- per Equity Share including share premium ofRs. 91/- per Equity Share aggregating to Rs. 6,229.68/- Lakhs by MangalamWorldwide Limited.NPCINPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for allretail payments in India. It has been set up with the guidance and support of theReserve Bank of India (RBI) and Indian Banks Association (IBA).Non Retail Portion includingQualifiedInstitution Buyers (NRII)The remaining portion of the Net Offer, after retails portion, being not more than50% of the Net issue which shall be available for allocation to NRIIs in accordancewith the SEBI ICDR Regulations.ProspectusThe Prospectus, to be filed with the ROC containing, inter alia, the Issue openingand closing dates and other information.Public Issue AccountAn Account of the Company under Section 40 of the Companies Act, 2013 wherethe funds shall be transferred by the SCSBs from bank accounts of the ASBAInvestorsQualified Institutional Buyers/ QIBsThe qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBIICDR Regulations.Refund AccountAccount opened / to be opened with a SEBI Registered Banker to the Issue fromwhich the refunds of the whole or part of the Application Amount, if any, shall bemade.Registrar / Registrar to theIssueRegistrar to the Issue being Link Intime India Private Limited.RegulationsUnless the context specifies something else, this means the SEBI (Issue of Capitaland Disclosure Requirements) Regulations, 2018.4
ividual investors (including HUFs applying through their Karta and Eligible NRIBidders) who applies or bids for the Equity Shares of a value of not more than .2,00,000.Retail PortionThe portion of the Net Offer being not less than 50% of the Net Equity Shareswhich shall be available for allocation to RIIs in accordance with the SEBI ICDRRegulations.SCSBA Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers toan Issue) Regulations, 1994 and offers the facility of ASBA, including blocking ofbank account. A list of all SCSBs is available n.do?doRecognisedFpi yes&intmId 35Emerge Platform of NSEThe Emerge Platform of NSE for listing of equity shares offered under Chapter IXof the SEBI (ICDR) Regulations, 2018 which was approved by SEBI as an SMEExchange on September 27, 2011.Sponsor BankThe Banker to the Offer registered with SEBI and appointed by our Company to actas a conduit between the Stock Exchanges and the NPCI in order to push themandate collect requests and / or payment instructions of the Retail IndividualBidders into the UPI and carry out other responsibilities, in terms of the UPICirculars.UnderwriterUnderwriter to the issue is Beeline Broking Limited.Underwriting AgreementThe Agreement entered into between the Underwriter and our Company datedMarch 17, 2022UPIUnified payment Interface, which is an instant payment mechanism, developed byNPCI.UPI CircularThe SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019,SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBICircular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circularnumber SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circularnumber SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circularno. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBIcircular no. SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBIcircular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and anysubsequent circulars or notifications issued by SEBI in this regard and anysubsequent circulars or notifications issued by SEBI in this regard.UPI IDID created on UPI for single-window mobile payment system developed by theNPCI.UPI Mandate RequestA request (intimating the Retail Individual Bidder by way of a notification on theMobile App and by way of a SMS directing the Retail Individual Bidder to suchMobile App) to the Retail Individual Bidder initiated by the Sponsor Bank toauthorize blocking of funds on the Mobile Ap
Registrar of Companies, Registrar of Companies, Ahmedabad. Later on, consequent upon the conversion of our Company into public limited company, the name of our Company was changed to "Mangalam Worldwide Limited" and fresh Certificate of Incorporation dated March 16, 2022 was issued by Registrar of Companies, Ahmedabad. T he Corporate .
