Patdiam Jewellery Limited
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Prospectus Dated: September 23, 2015 Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue Patdiam Jewellery Limited Our Company was incorporated as “Patdiam Jewellery Private Limited” in Mumbai under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated June 25, 1999 bearing Registration No. 120537 issued by Registrar of Companies, Maharashtra, Mumbai. Subsequently our Company was converted into a public limited company vide fresh Certificate of Incorporation dated September 7, 2015 and the name of our Company was changed to “Patdiam Jewellery Limited”. The Corporate Identity Number of our Company is U36911MH1999PLC120537. For further details of incorporation, change of name and registered office of our Company, please refer to chapter titled ‘General Information’ and ‘Our History and Certain Other Corporate Matters’ beginning on page 59 and 156 respectively of this Prospectus. Registered Office: Unit No 102, Tower No 1, SEEPZ, Andheri (East), Mumbai- 400 096, Maharashtra Tel. No.: +91 - 22 - 2829 3455; Fax No.: +91 - 22 - 2829 3459 Company Secretary and Compliance Officer : Tejas Doshi Email: [email protected] ; Website: www.patdiam.com PROMOTERS OF OUR COMPANY: SAMIR KAKADIA, PRAVIN KAKADIA, CHHAGAN NAVADIA AND MAHESH NAVADIA THE ISSUE PUBLIC ISSUE OF 13,17,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF PATDIAM JEWELLERY LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 38 PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. 28 PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING RS. 500.46 LACS (“THE ISSUE”), OF WHICH 69,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 38 PER EQUITY SHARE, AGGREGATING RS. 26.22 LACS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 12,48,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 38 PER EQUITY SHARE, AGGREGATING RS. 474.24 LACS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.51% AND 28.91% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. 38.00 IS 3.8 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. All potential investors may participate in the Issue through an 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 the chapter titled “Issue Procedure” beginning on page 269 of this Prospectus. In case of delay, if any in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. Qualified Institutional Buyers and Non-Institutional Investors shall compulsorily participate in the Issue through ASBA process. A copy of the Prospectus has been delivered for registration to the Registrar as required under section 26 of the Companies Act, 2013. THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI ICDR REGULATIONS”). For further details please refer the section titled ‘Issue Information’ beginning on page 260 of this Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of the Issuer, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10 and the Issue price of Rs. 38.00 per Equity Share is 3.8 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 ‘Basis for Issue Price’ beginning on page 94 of this Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments 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 the Company and this 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 the contents of this Prospectus.Specific attention of the investors is invited to the section titled ‘Risk Factors’ beginning on page 16 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and this 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 of our Company offered through this Prospectus are proposed to be listed on the SME platform of BSE Limited (‘BSE’). In terms of the Chapter XB of the SEBI ICDR Regulations, as amended from time to time, we are not required to obtain an in-principal listing approval for the shares being offered in this issue. However, our Company has received an approval letter dated September 22, 2015 from BSE for using its name in this offer document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, SME Platform of the BSE shall be the Designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED 108, Madhava Premises Co-operative Society Limited E/2, Ansa Industrial Estate, Sakivihar Road Bandra Kurla Complex, Bandra (East) Sakinaka, Andheri (East) Mumbai - 400051 Mumbai – 400072 Tel: +91-22 2659 8687 Tel: +91-22 40430200 Fax: +91-22 2659 8690 Fax: +91-22 28475207 Website: www.pantomathgroup.com Email: [email protected] Investor Grievance Id: [email protected] Website: www.bigshareonline.com Contact Person: Ms. Madhu Lunawat Contact Person: Mr. Vipin Gupta SEBI Registration No: INM000012110 SEBI Registration Number: INR000001385 ISSUE PROGRAMME ISSUE OPENS ON : WEDNESDAY, SEPTEMBER 30, 2015 ISSUE CLOSES ON : MONDAY, OCTOBER 5, 2015 Table of Contents SECTION I – GENERAL .................................................................................................................................................... 3 DEFINITION AND ABBREVIATION ........................................................................................................ 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ....................................................... 12 FORWARD LOOKING STATEMENT ..................................................................................................... 14 SECTION II - RISK FACTORS ................................................................................................................ 16 SECTION III – INTRODUCTION ...................................................................................................................................... 41 SUMMARY OF INDUSTRY .................................................................................................................. 41 SUMMARY OF BUSINESS ................................................................................................................... 51 SUMMARY OF FINANCIAL STATEMENTS ........................................................................................... 54 THE ISSUE .......................................................................................................................................... 58 GENERAL INFORMATION .................................................................................................................. 59 CAPITAL STRUCTURE ......................................................................................................................... 68 OBJECTS OF THE ISSUE ...................................................................................................................... 88 BASIS FOR ISSUE PRICE...................................................................................................................... 94 STATEMENT OF POSSIBLE TAX BENEFITS .......................................................................................... 97 SECTION IV – ABOUT THE COMPANY ........................................................................................................................ 106 OUR INDUSTRY ................................................................................................................................ 106 OUR BUSINESS ...............................................................................................................................