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CREATIVE NEWTECH LIMITED — Capital/Financing Update 2024
May 15, 2024
62737_rns_2024-05-15_e70a28a5-4cfc-4d51-af13-1fce15981259.pdf
Capital/Financing Update
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Monitoring Agency Report
for
Creative Newtech Limited for the quarter ended March 31, 2024
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CRL/MAR/ CTPSDPL/2023-24/1118
May 15, 2024
To
Creative Newtech Limited
3rd & 4th Floor, Plot No. 137AB, Kandivali Co Op Industrial Estate Limited Charkop, Kandivali West, Mumbai-400092
Dear Sir,
Monitoring Agency Report for the quarter ended March 31, 2024 - in relation to the Preferential Issue of Creative Newtech Limited (“the Company”)
Pursuant to Regulation 162A of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated August 21, 2023, enclosed herewith the Monitoring Agency Report, issued by CRISIL Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of Preferential Issue for the quarter ended March 31, 2024.
Request you to kindly take the same on records.
Thanking you,
For and on behalf of CRISIL Ratings Limited
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Sushant Sarode
Director, Ratings (LCG)
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Report of the Monitoring Agency (MA)
Name of the issuer: Creative Newtech Limited
For quarter ended: March 31, 2024
Name of the Monitoring Agency: CRISIL Ratings Limited
-
(a) Deviation from the objects: Not applicable
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(b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
Signature:
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Name and designation of the Authorized Signatory: Sushant Sarode Designation of Authorized person/Signing Authority: Director, Ratings (LCG)
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1) Issuer Details:
Name of the issuer: Creative Newtech Limited Names of the promoter: a. Ketan Chhaganlal Patel b. Purvi Ketan Patel
Industry/sector to which it belongs : Computers Hardware & Equipment
- 2) Issue Details
Issue Period: Thursday, August 10, 2023, to Monday, August 14, 2023 Type of issue (public/rights): Preferential Issue Type of specified securities: Equity Shares and Convertible Warrants Grading, if any: NA Issue size: Rs 1,061.71 million Issue size comprises of share swap of Rs 261.00 million, issue of equity shares of Rs 393.23 million and issue of convertible warrants of Rs 407.48 million.
- CRISIL Ratings shall be monitoring the net proceeds.
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3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Reply | Source of information/ certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? |
Yes | Management undertaking, Statutory Auditor Certificate^, Notice to Shareholders, Bank Statements |
No Comments | No Comments |
| Whether shareholder approval has been obtained in case of material deviations from expenditures disclosed in the Offer Document? |
NA | Management undertaking, Statutory Auditor Certificate^ |
No Comments | No Comments |
| Whether the means of finance for the disclosed objects of the issue has changed? |
No | No Comments | No Comments | |
| Is there any major deviation observed over the earlier monitoring agency reports? |
No | No Comments | No Comments | |
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
NA | No Comments | No Comments | |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
NA | No Comments | No Comments | |
| Are there any favorable events improving the viability of these object(s)? |
NA | No Comments | No Comments | |
| Are there any unfavorable events affecting the viability of the object(s)? |
NA | No Comments | No Comments | |
| Is there any other relevant information that may materially affect the decision making of the investors? |
No | No Comments | No Comments |
NA represents Not Applicable
^Certificate dated May 10, 2024, issued by M/s Gupta Raj & Co., Chartered Accountants (Firm Registration Number: 001687N), Statutory Auditors of the Company.
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4) Details of object(s) to be monitored:
i. Cost of the object(s):
| Sr. No. |
Item Head |
Source of information/ certification considered by MA for preparation of report |
Original cost (as per the Offer Document) (Rs in million) |
Revised Cost (Rs in million) |
Comment of the Monitoring Agency |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|
| Reason of Cost revision |
Proposed financing option |
Particulars of firm arrange- ments made |
||||||
| 1 | Share swap to be adjusted towards consideration of Purchase of SCL shares |
Management undertaking, Statutory Auditor Certificate^, Notice to Shareholders |
261.00 | - | No revision | No Comments |
No Comments |
No Comments |
| 2 | Funding working capital requirements |
601.00 | - | No revision | No Comments |
No Comments |
No Comments |
|
| 3 | General Corporate Purposes (GCP)# |
200.00 | 199.71 | Refer Note | No Comments |
No Comments |
No Comments |
|
| Total | - | 1,062.00 | - | - | - | - | - |
^Certificate dated May 10, 2024, issued by M/s Gupta Raj & Co., Chartered Accountants (Firm Registration Number: 001687N), Statutory Auditors of the Company.
#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 265.43 million) from the Fresh Issue.
Note: At the time of allotment, shares worth Rs. 2,92,500/- were not subscribed and the said unsubscribed shares amount is adjusted with General Corporate Purposes which was Rs. 20,00,00,000 as per the Notice to Shareholders, is now reduced to Rs. 19,97,07,500.
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ii. Progress in the object(s):
| Sr. No. |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount utilized | Comments of the Board | |||||||||
| Source of | ||||||||||
| (Rs in million) | of Directors | |||||||||
| information/ | Amount | |||||||||
| certifications | as | |||||||||
| considered by | proposed |
Total | Comments of | |||||||
| Monitoring | in the | unutilized | the | |||||||
| As at | At the | |||||||||
Item Head |
Agency for |
Offer | amount | Monitoring | ||||||
beginning |
During |
end | Proposed |
|||||||
preparation of |
Document |
(Rs in | Agency |
Reasons for | ||||||
of the |
the | of the | course of |
|||||||
report |
(Rs in |
million) | idle funds | |||||||
| quarter | quarter | quarter | action | |||||||
| million) | ||||||||||
| 1 | Share swap to be adjusted towards consideration of Purchase of SCL shares |
Management undertaking, Statutory Auditor Certificate^, Notice to Shareholders, Bank Statements |
261.00 | 261.00 | Nil | 261.00 | - | No comments |
No Comments |
No Comments |
| 2 | Funding working capital requirements of the Company |
601.00 |
495.10 | Nil | 495.10 | 105.90 | No utilization during the reported quarter |
No Comments |
No Comments |
|
| 3 | General Corporate Purposes (GCP) |
199.71 | Nil | Nil | Nil | 199.71 | No utilization during the reported quarter |
No Comments |
No Comments |
|
| Total | 1,061.71 | 756.10 | Nil | 756.10 | 305.61 | - | - | - |
^Certificate dated May 10, 2024, issued by M/s Gupta Raj & Co., Chartered Accountants (Firm Registration Number: 001687N), Statutory Auditors of the Company.
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iii. Deployment of unutilised proceeds[^] :
| S. No. | Type of instrument where amount is invested |
Amount invested (in million) |
Maturity date |
Earnings as on March 31, 2024 (in million) |
Return on Investment (%) |
Market value as at the end of quarter (in million) |
|---|---|---|---|---|---|---|
| 1 | Balance in Company’s preferential issue account maintained with HDFC bank |
0.84 | - | - | - | 0.84 |
^On the basis of management undertaking and certificate dated May 10, 2024, issued by M/s Gupta Raj & Co., Chartered Accountants (Firm Registration Number: 001687N), Statutory Auditors of the Company.
Note:
Proceeds amounting to Rs 495.94 million have been received by the Company as of March 31, 2024, and Rs 304.77 million shall be payable by the warrant holders at the time of exercising the conversion of warrants into equity shares, as per the Notice to Shareholders (within 18 months from the date of allotment of the share warrants, which is by February 13, 2025).
iv. Delay in implementation of the object(s)^:
| Comments of the Board of | Comments of the Board of | ||||
|---|---|---|---|---|---|
| Completion Date | |||||
| Directors | |||||
| Delay | |||||
| As per the |
Proposed course |
||||
| Object(s) | (no. of days/ | Reason of | |||
| Offer | Actual | months) |
delay |
of | |
| Document | action | ||||
| Tentative timeline for utilization of issue proceeds, as per the Notice to Shareholders, is_“By December 31, 2025”._ Hence, delay in implementation of the objects is not applicable for the reported quarter. |
^On the basis of management undertaking and certificate dated May 10, 2024, issued by M/s Gupta Raj & Co., Chartered Accountants (Firm Registration Number: 001687N), Statutory Auditors of the Company.
- 5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the Notice to Shareholders:
Not applicable on the basis of management undertaking and certificate dated May 10, 2024, issued by M/s Gupta Raj & Co., Chartered Accountants (Firm Registration Number: 001687N), Statutory Auditors of the Company.
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Disclaimers:
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a) This Report is prepared by CRISIL Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
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b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
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c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
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d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
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e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
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f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.
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g) Access or use of this report does not create a client relationship between CRL and the user.
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h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.
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i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).
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j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.
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k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost
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income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.
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l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.
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m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.
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n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.
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