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TitleFocus Lighting And Fixtures Limited
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Page 1

Prospectus

Dated: March 20, 2017

Please read section 26 of Companies Act, 2013

100% Fixed Price Issue


FOCUS LIGHTING AND FIXTURES LIMITED

Our Company was incorporated as Focus Lighting And Fixtures Private Limited under the provisions of the Companies Act, 1956 vide certificate of

incorporation dated August 11, 2005 in Mumbai. Subsequently, the name of our Company was changed to Focus Lighting And Fixtures Limited pursuant to

conversion into a public company vide Shareholders’ approval on October 12, 2016 and fresh certificate of incorporation dated February 22, 2017. The
Corporate Identification Number of Our Company is U31500MH2005PLC155278. For further details please refer to chapter titled ‘Our History and Certain

Other Corporate Matters’ beginning on page 115 of this Prospectus.

Registered Office: 1007-1010, Corporate Avenue Wing A, Sonawala Road, Near Udyog Bhavan, Goregaon (East), Mumbai – 400063, Maharashtra, India

Tel No: + 91 22 26865676/72/73/74/75/76; E-mail: [email protected]; Website: www.pluslighttech.com
Contact Person: Mr. Amit Vinod Sheth, Managing Director

Promoters of our Company: Mr. Amit Vinod Sheth and Ms. Deepali Amit Sheth

THE ISSUE

PUBLIC ISSUE OF 9,00,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP OF FOCUS LIGHTING AND

FIXTURES LIMITED (“FLFL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 45/- PER EQUITY

SHARE (THE “ISSUE PRICE”) (INCLUDING A SHARE PREMIUM OF Rs. 35/- PER EQUITY SHARE AGGREGATING Rs. 405

LAKHS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 48,000 EQUITY SHARES OF Rs. 10/- EACH FULLY PAID UP WILL BE

RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE

ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 8,52,000 EQUITY SHARES OF Rs. 10/- EACH

FULLY PAID UP IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL

CONSTITUTE 26.64% AND 25.22% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE

COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS Rs. 10/- EACH. THE ISSUE PRICE IS Rs. 45/- THE ISSUE PRICE IS 4.5 TIMES

THE FACE VALUE.

THIS ISSUE IS BEING IN TERMS OF CHAPTER XB OF THE SEBI (ICDR) REGULATIONS, 2009 (AS AMENDED FROM TIME TO

TIME)

For further details please refer to “Section VII - Issue Information” beginning on page 208 of this Prospectus.

All potential investors shall participate in the Issue through Application Supported by Blocked Amount (“ASBA”) process providing details about

the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention
is invited to “Issue Procedure” on page 214 of this Prospectus.

RISK IN RELATION TO THE FIRST ISSUE

This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value

of the Equity Shares is Rs.10/- and the Issue Price is 4.5 times of the face value. The Issue Price (as determined and justified by the Company and

the Lead Manager as stated under chapter titled “Basis for Issue Price” beginning on page 85 of this 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 an active and/or sustained trading in

the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.

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 Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does

SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page

19 of this Prospectus.

COMPANY’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus 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 Prospectus 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 Prospectus as a whole or any of such information or the expression of any such

opinions or intentions misleading in any material respect.

LISTING

The Equity Shares offered through this Prospectus are proposed to be listed on the NSE Emerge Platform. Our Company has received an In-
principle approval letter dated March 10, 2017 from NSE for using its name in this offer document for listing of our Equity Shares on the NSE

Emerge Platform. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”).


LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE



SARTHI CAPITAL ADVISORS PRIVATE

LIMITED

159/11, Amar Brass Compound,

Vidyanagari Marg, Kalina, Santacruz (E),

Mumbai - 400098
Tel: (022) 26528671/72

Fax:(022) 26528673

Investor Grievance Email: [email protected]
Website: www.sarthi.in

Contact Person: Mr. Deepak Sharma

SEBI Registration No.: INM000012011



BIGSHARE SERVICES PRIVATE

LIMITED

E2 Ansa Industrial Estate,

Sakivihar Road, Sakinaka

Andheri East, Mumbai – 400072.
Tel: +91 22 40430200

Fax: +91 22 28475207

E-mail: [email protected]
Website: www.bigshareonline.com

Contact Person: Mr. Ashok Shetty

SEBI Registration No.: INR000001385


ISSUE PROGRAMME

ISSUE OPENS ON : MARCH 30, 2017 ISSUE CLOSES ON : APRIL 05, 2017

Page 2

1




CONTENTS



SECTION I – GENERAL……………………………………………………………………………… 3

DEFINITION AND ABBREVIATIONS………………………………………………………………... 3

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………… 17

FORWARD - LOOKING STATEMENTS……………………………………………………………… 18

SECTION II - RISK FACTORS………………………………………………………………………. 19

SECTION III – INTRODUCTION……………………………………………………………………. 35

SUMMARY OF OUR INDUSTRY……………………………………………………………………... 35

SUMMARY OF OUR BUSINESS……………………………………………………………………… 39

SUMMARY FINANCIAL STATEMENTS…………………………………………………………….. 43

THE ISSUE………………………………………………………………………………………………. 49

GENERAL INFORMATION……………………………………………………………………………. 50

CAPITAL STRUCTURE………………………………………………………………………………... 58

OBJECTS OF THE ISSUE………………………………………………………………………………. 79

BASIS FOR ISSUE PRICE……………………………………………………………………………… 85

STATEMENT OF TAX BENEFITS…………………………………………………………………….. 87

SECTION IV – ABOUT THE COMPANY…………………………………………………………… 89

OUR INDUSTRY………………………………………………………………………………………... 89

OUR BUSINESS………………………………………………………………………………………… 95

KEY INDUSTRY REGULATION AND POLICIES…………………………………………………… 109

OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS………………………………... 115

OUR MANAGEMENT………………………………………………………………………………….. 119

OUR PROMOTERS AND PROMOTER GROUP…………………………………………………… 131

OUR GROUP ENTITIES………………………………………………………………………………... 135

RELATED PARTY TRANSACTIONS…………………………………………………………………. 140

DIVIDEND POLICY…………………………………………………………………………………….. 141

SECTION V – FINANCIAL INFORMATION……………………………………………………… 142

FINANCIAL STATEMENT, AS RESTATED………………………………………………………….. 142

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS………………………………………………………………………….. 179

SECTION VI – LEGAL AND OTHER INFORMATION…………………………………………... 189

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS…………………………….. 189

GOVERNMENT AND OTHER STATUTORY APPROVALS………………………………………… 194

OTHER REGULATORY AND STATUTORY DISCLOSURES………………………………………. 198

SECTION VII – ISSUE INFORMATION……………………………………………………………. 208

TERMS OF THE ISSUE………………………………………………………………………………… 208

ISSUE STRUCTURE……………………………………………………………………………………. 212

ISSUE PROCEDURE……………………………………………………………………………………. 214

RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES…………………………… 233

SECTION VIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION……………………… 234

SECTION IX – OTHER INFORMATION…………………………………………………………… 303

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION………………………………... 303

DECLARATION………………………………………………………………………………………… 305

Page 155

154


Related to Fixed Assets - - - - 0.51 1.06

Income earlier disallowed

allowed in subsequent year
- - - - - -

Disallowance under the

Income Tax Act
- - - - - -

Total (b) - - - - 0.51 1.06

Net deferred tax

asset/(liability)-{(a)-(b)}
5.54 5.54 1.69 0.12 (0.45) (1.06)


Note 2.4: Other Long-Term Liabilities


(Rs. In Lakhs)

Particulars

As at

Sept 30,

2016

As at March 31,

2016 2015 2014 2013 2012

a) Trade Payables - - - - - -

b) Others


-Refundable deposits against

stock

(Refundable deposits received

from ludhiana showrooms

against stock)

- - - - - -

-others - - - - - -

Grand Total


- - - - -


Note 2.5: Long Term Provisions


(Rs. In Lakhs)

Particulars

As at

Sept 30,

2016

As at March 31,

2016 2015 2014 2013 2012

Provision for Employee benefits

*
- - - - - -

-Leave Encashment - - - - - -

-Gratuity - - - - - -

Grand Total - - - - - -


* The Company has not complied with the requirements of Accounting Standard 15 - 'Accounting for Employee

Benefits' issued by The Institute of Chartered Accountants of India.


Note 2.6: Short Term Borrowings


(Rs. In Lakhs)

Particulars

As at

Sept 30,

2016

As at March 31,

2016 2015 2014 2013 2012

Loans repayable on demand


a) From Banks


-Unsecured







-Secured


HDFC Bank 91.15 249.15 - - - -

Dena Bank OD 283.01 260.85 279.87 216.77

Total 91.15 249.15 283.01 260.85 279.87 216.77

Page 156

155


a) From Related Parties


-Unsecured - - - - - -

Total - - - - - -

Grand Total 91.15 249.15 283.01 260.85 279.87 216.77


Note 2.7: Trade Payables


(Rs. In Lakhs)

Particulars

As at

Sept 30,

2016

As at March 31,

2016 2015 2014 2013 2012

Payable to related parties 646.29 449.32 273.19 172.92 17.90


Payable to Micro, small and

medium enterprises

Payable to others 312.81 217.60 514.08 384.93 319.45 264.79

Grand Total 959.10 666.92 787.27 557.86 337.35 264.79


Note 2.8: Other Current Liabilities


(Rs. In Lakhs)

Particulars

As at

Sept 30,

2016

As at March 31,

2016 2015 2014 2013 2012

Withholding and other taxes

payable (TDS, ST, VAT)
19.35 22.00 9.21 32.81 34.89 8.13

Welfare Taxes Payable - - - - - -

Audit Fees Payable - 1.47 0.53 0.11 1.11 1.11

Salary & Wages Payable - - - 13.22 7.45 30.72

Current Maturity of Long Term

Loan
16.14 8.79 3.49 3.15 3.07 5.11

Other Payable 60.23 42.29 0.02 - 3.38 1.09

Interest accrued & Due on

Borrowings
- - - - - -

Interest on Income Tax Payable - - - - - -

Interest accrued but not due on

Borrowings
- - - - - -

Advance From Customer 105.19 141.02 24.48 25.97 43.98 46.68

Reimburseable Expense - - 8.43 3.27 - -

Grand Total 200.90 215.56 46.16 78.55 93.88 92.84


Note 2.9: Short Term Provisions


(Rs. In Lakhs)

Particulars

As at

Sept 30,

2016

As at March 31,

2016 2015 2014 2013 2012

(a) Provision - Others:


(i) Provision on FBT - - - - - -

(ii) Provision for Sundry

Balance W/off
- - - - - -

(iii) Provision for Discount - - - - - -

(iii) Provision for Tax 81.00 76.17 2.52 18.42 3.68 3.40

Grand Total 81.00 76.17 2.52 18.42 3.68 3.40

Page 309

308


Note:-

1. The BSE Sensex/ Nifty is considered as the Benchmark Index.

2. Price on BSE/ NSE is considered for all of the above calculations.

3. In case 30th/90th/180th day is not a trading day (trading holiday), closing price on BSE/ NSE of the next trading day has been considered.

4. In case 30th/90th/180th day there is no trade then the closing price of the next day when trading has taken place has been considered.

Page 310

309


TABLE 2: SUMMARY STATEMENT OF DISCLOSURE



Financial

year

Total

no. of

IPOs

Total

funds

raised

(Rs. In.

Cr)

No. of IPOs trading at

discount – 30th calendar days

from listing

No. of IPOs trading at

premium – 30th calendar days

from listing

No. of IPOs trading at

discount - 180th calendar day

from listing

No. of IPOs trading at

premium - 180th calendar day

from listing

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

12-13 1 12.21 - - - - - 1 - - - - 1 -

13-14 4 34.39 - 2 1 - 1 - - 2 - 1 1

14-15 4 13.65 - - 2 - - 2 - 1 - 1 - 2

15-16 7 47.48 - - 4 1 - 2 - - 2 2 - 3

16-17 6* 37.94 - 1 1 2 - 2 1 1 2 - - -

*Following points to be noted:

• The fields left blank in Table 1 indicates that the shares of respective companies have not reached the consequent milestones.

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