YOGINDERA WORSTED LIMITED (Regn
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C M Y K PROSPECTUS YOGINDERA WORSTED LIMITED (Regn. no.16-20489) (The Company was incorporated as YOGINDERA WORSTED LIMITED on 24th September, 1997 with the Registrar of Companies, Punjab, H.P. & Chandigarh.) Registered Office: The Registered Office of the Company is situated at Village Lal Kalan, Near Neelon Bridge, Chandigarh Road, Tehsil - Samrala, District-Ludhiana – 141 113, Punjab.(Earlier the Registered Office of the Company was at Hoshiarpur Roller Flour Mills Private Limited, Bye Pass, Naloyan, Hoshiarpur – 146 001, Punjab.)Tel.No:+ 91-161- 2834324 /325 /326 Fax: +91-161-2834000. Email: [email protected] Website: www.yoginderaworsted.comContact Person: Mr. Jaspal Bansal PUBLIC ISSUE OF 60,00,000 EQUITY SHARES OF RS.10/- EACH FOR CASH AT A PRICE OF RS.24/-PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS.14/- PER EQUITY SHARE) AGGREGATING TO RS.1440 LACS ("THE ISSUE") THE FACE VALUE IS RS.10/- PER EQUITY SHARE AND THE ISSUE PRICE OF RS.24/- PER EQUITY SHARE IS 2.4 TIMES OF THE FACE VALUE. RISK IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of YOGINDERA WORSTED LIMITED ('the Company'), there has been no formal market for the Equity Shares of the Company. The face value of the Equity Share is Rs.10/- and the issue price of Rs.24/- per share is 2.4 times of the face value. The Issue Price (has been determined and justified by the Lead Manager and the Company as stated under the heading "Basis for issue price") 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 or sustained trading in the Equity Shares of the Company nor 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 offer 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 of the issuer Company and the offer including the risks involved. The Equity Shares 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 statement of 'Risk Factors' starting on page v of this Prospectus. The Company has not opted for IPO Grading. ISSUER'S ABSOLUTE RESPONSIBILITY "YOGINDERA WORSTED LIMITED having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer Company and the Issue, which is material in the context of the issue, that the information contained in the Offer Document 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 document 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 Bombay Stock Exchange Limited (BSE) (also the Designated Stock Exchange). The Company has received the in- principle approval from BSE for listing of the Equity Shares vide letter ref. no. DCS/SG/SM/2006 dated 08/09/2006. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE KHANDWALA SECURITIES LIMITED INTIME SPECTRUM REGISTRY LIMITED (SEBI Regn. No.: INM000001899) (SEBI Regn.No.: INR000003761) Vikas Building, Ground Floor, C-13, Pannalal Silk Mills Compound, Green Street, Fort, Mumbai- 400 023. L B S Marg, Bhandup (West) Tel: (022) 2264 2300, Mumbai 400 078. Fax: (022) 2261 5172, Tel : (022) 2596 0320, Fax: (022) 2596 0329, Website: www.kslindia.com Website: www.intimespectrum.com Email:[email protected] E-mail:[email protected] Contact Person : Mr. Rakesh Bhalla Contact Person: Mr.Vishwas Attavar ISSUE PROGRAMME ISSUE OPENS ON JANUARY 16, 2007 ISSUE CLOSES ON JANUARY 22, 2007 CREDIT RATING Our Company has not opted for Initial Public Offer grading C M Y K TABLE OF CONTENTS Section Particulars Page No. I DEFINITION AND ABBRIVATIONS i II RISK FACTORS Forward-Looking Statements And Market Data v Risk envisaged and Management perceptions thereof vi III INTRODUCTION 1. Summary 1 2. General Information 9 3. Capital Structure of the Company 12 4. Objects of the Issue 19 IV ABOUT THE ISSUER COMPANY 1. Basic terms of issue 27 2. Basis for issue price 30 3. Industry Overview 39 4. Business Overview 45 5. Key Industry Regulations 56 6. History and corporate Structure 58 7. Our Management 61 8. Our Promoters 74 9. Dividend Policy 76 V FINANCIAL STATEMENTS 1. Financial Information of Yogindera Worsted Limited 77 2. Financial information of Group Companies 95 3. Management's discussion and analysis of Financial conditions and Results of Operations as reflected in the Financial Statements 100 VI LEGAL AND OTHER INFORMATION 1. Outstanding Litigation and Material Development 109 2. Government Approvals 111 VII OTHER REGULATORY AND STATUTORY DISCLOSURES 116 VIII OFFERING INFORMATION 1. Terms of the Issue 123 2. Issue Procedure 125 IX DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION 133 X OTHER INFORMATION 1. List of material Contracts and documents for inspection 159 2. Declaration 161 SECTION I - DEFINITION AND ABBREVIATIONS i. DEFINITIONS Term Description “YWL” or “Company” or YOGINDERA WORSTED LIMITED, a public limited Company incorporated under the “YOGINDERA WORSTED Companies Act, 1956 LIMITED” or “we” or “us” and “our” ii. CONVENTIONAL / GENERAL TERMS Term Description Act The Companies Act, 1956 as amended from time to time BSE The Bombay Stock Exchange Limited CDSL Central Depository Services (India) Limited Directors The Directors of the Company i.e. YOGINDERA WORSTED LIMITED Equity Shares The Equity Shares of the Company of the face value of Rs.10/- each unless otherwise specified in the context thereof FEMA Foreign Exchange Management Act, 1999 as amended from time to time and the rules and regulations framed there under. FII’s Foreign Institutional Investor as defined under SEBI (Foreign Institutional Investors) Regulations, 1995 registered with SEBI and as defined under FEMA (Transfer or issue of security by a person resident outside India) Regulations, 2000 and under other applicable laws in India Indian GAAP Generally Accepted Accounting Principles in India. IT Act The Income Tax Act, 1961, as amended from time to time RBI Reserve Bank of India SEBI The Securities and Exchange Board of India constituted under the SEBI Act. SEBI Act Securities and Exchange Board of India Act, 1992 as amended from time to time SEBI Guidelines SEBI (Disclosure and Investors Protection) Guidelines, 2000, issued by SEBI as amended from time to time iii. OFFERING RELATED TERMS Terms Description Allotment Issue of Equity Shares pursuant to the Issue to the successful allottee. Allottee The successful investor to whom the Equity Shares are being / have been issued. Applicant Any prospective Investor who makes an application for Shares in terms of this Prospectus. Application Form The form in terms of which the investors shall apply for the Equity Shares of the Company. Banker(s) to the Issue UTI Bank Ltd. Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996 as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository Participant A Depository participant as defined under the Depositories Act. Designated Date The date on which funds are transferred from the Escrow Account to the Public Issue Account after the Prospectus is filed with the RoC, following which the Board of Directors shall allot the Equity Shares to successful allottee. i Terms Description Issue / Fresh Issue / IPO Initial public offer of 60,00,000 Equity Shares by YOGINDERA WORSTED LIMITED. Issue Opening Date The date on which the issue opens for subscription by the public. Issue Closing Date The date on which the issue closes for subscription by the public. Issue Period The period between the issue opening date and the issue closing date and includes both these dates. Issue Price The price at which the Equity Shares will be issued by the Company vide this Prospectus. Mutual Fund / MF A fund established in the form of a trust to raise monies through the sale of units to the public or a section of the public under one or more schemes for investing in securities, including money market instrument and registered with the SEBI (Mutual Funds) Regulations, 1996. MP Management Perception Net Issue/Net Issue to the Public Issue of 60,00,000 Equity Shares of Rs.10/- each at a premium of Rs.14/- per share amounting to Rs.1440.00 Lacs. Prospectus / Offer Document Refers to this document, in terms of which the present issue of Equity Shares are proposed to be made, to be filed with Registrar of Companies Punjab, H.P & Chandigarh. Project The proposed expansion plans of the Company. Registrar Registrar to the Issue Intime Spectrum Registry Limited. Stock Exchange(s) Unless otherwise mentioned refers to the Bombay Stock Exchange Limited (BSE). iv. COMPANY / INDUSTRY-RELATED TERMS Term Description Act The Companies Act, 1956 as amended from time to time. Articles The Articles of Association of YOGINDERA WORSTED LIMITED. Auditors The Statutory Auditors of YOGINDERA WORSTED LIMITED. M/s., Datta Singla & Co. Chartered Accountants. ATC Agreement on Textiles and Clothing.