PROSPECTUS Fixed Price Issue Please read Section 26 & 32 of the Companies Act, 2013 Dated 18th September, 2015 Tejnaksh Healthcare’s INSTITUTE OF UROLOGY World Class Kidney Care Hospital TEJNAKSH HEALTHCARE LIMITED (CIN: U85100MH2008PLC179034) Our Company was originally incorporated at Mumbai as “Tejnaksh Healthcare Private Limited” on 18th February, 2008 under the provisions of the Companies Act, 1956. Our Company was converted in to a Public Limited Company and consequently the name was changed to “Tejnaksh Healthcare Limited “ vide fresh certificate of incorporation dated 10th March, 2015 issued by the Registrar of Companies, Mumbai, Maharashtra. For further details in relation to the changes to the name of our Company, please refer to the section titled “Our History and Corporate Structure” beginning on page 86 of this Prospectus. Registered Office: Unit No.11, Ground Floor, Town Centre, Andheri Kurla Road, Marol, Andheri (East), Mumbai-400 059; Tel: 91-22- 4005 1526 Hospital & Corporate Office: Institute of Urology, Sakri Road, Dhule-424 001, Maharashtra Tel: 91-2562- 245995/245322; Fax: 91-2562-248332 Email: [email protected]; Website: www.tejurology.com Contact Person & Compliance Officer: Ms. Ritika Agarwal, Company Secretary & Compliance Officer; PROMOTERS OF THE COMPANY: DR. ASHISH VISHWAS RAWANNDALE PUBLIC ISSUE OF 3,04,000 EQUITY SHARES OF RS. 10/- EACH (“EQUITY SHARES”) OF TEJNAKSH HEALTHCARE LIMITED (“THL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 80/- PER SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 243.20 LACS (“THE ISSUE”), OF WHICH, 16,000 EQUITY SHARES OF RS. 10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 2,88,000 EQUITY SHARES OF RS. 10 EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.54% AND 26.09%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THIS ISSUE IS BEING IN TERMS OF CHAPTER X-B OF THE SEBI (ICDR) REGULATIONS, 2009 AS AMENDED FROM TIME TO TIME. For Further Details See “Issue Related Information” Beginning On Page 138 of this Prospectus. 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 "Issue Procedure" on page 144 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. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE IS 8 (EIGHT) TIMES OF THE FACE VALUE. RISK IN RELATION TO THE FIRST ISSUE TO THE PUBLIC This being the first issue of our Company, there has been no formal market for the securities of the Company. The face value of the Equity Shares is Rs. 10/ and the issue price is at Eight (8) times of face value. The issue price (as determined by our Company in consultation with the Lead Manager and as stated in the chapter titled on “Basis For Issue Price” beginning on page 48 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 or sustained trading in the shares of the Company 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 our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the BSE SME Platform nor does BSE SME Platform guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 9 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The 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 the 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 Prospectus are proposed to be listed on the BSE SME Platform In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, 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 1st July, 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, the designated Stock Exchange will be the BSE Limited (“BSE”). LEAD MANAGER REGISTRAR TO THE ISSUE FIRST OVERSEAS CAPITAL LIMITED CAMEO Corporate Services LTD. 1-2 Bhupen Chambers, Ground Floor, Submaramanian Building, Dalal Street, Mumbai-400-001 1 Club House Road, Chennai 600 002. Tel No. +91 22 4050 9999; Fax No. +91 22 4050 9900 Tel No.: +91-44-2846 0390/1989 Email id: [email protected] Fax No.: +91-44-2846 0129 Investor Grievance Email: [email protected] Website: www.cameoindia.com Website: www.focl.in E-mail ID: [email protected] SEBI Registration No: INM000003671 Contact Person: Mr. R. D. Ramasamy Contact person: Mr. Rushabh Shorff SEBI Registration No: INR000003753 ISSUE PROGRAMME ISSUE OPENS ON: 30TH SEPTEMBER, 2015 ISSUE CLOSES ON: 12TH OCTOBER, 2015 TEJNAKSH HEALTHCARE LIMITED TABLE OF CONTENTS SECTION TITLE PAGE NO I GENERAL DEFINITIONS AND ABBREVIATIONS 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 7 FORWARD LOOKING STATEMENTS 8 II RISK FACTORS 9 III INTRODUCTION SUMMARY 19 SUMMARY OF FINANCIAL DATA 23 ISSUE DETAILS IN BRIEF 26 GENERAL INFORMATION 27 CAPITAL STRUCTURE 34 OBJECTS OF THE ISSUE 44 BASIS FOR ISSUE PRICE 48 STATEMENT OF TAX BENEFITS 51 IV ABOUT OUR COMPANY INDUSTRY OVERVIEW 60 OUR BUSINESS 68 KEY INDUSTRY REGULATIONS AND POLICIES 81 OUR HISTORY AND CORPORATE STRUCTURE 86 OUR MANAGEMENT 88 OUR PROMOTERS 97 OUR PROMOTER GROUP / GROUP COMPANIES / ENTITIES 99 RELATED PARTY TRANSACTIONS 102 DIVIDEND POLICY 103 V FINANCIAL INFORMATION FINANCIAL INFORMATION 104 MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS 118 OF OPERATIONS VI LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 123 GOVERNMENT & OTHER APPROVALS 125 OTHER REGULATORY AND STATUTORY DISCLOSURES 126 VII ISSUE RELATED INFORMATION TERMS OF THE ISSUE 138 ISSUE STRUCTURE 142 ISSUE PROCEDURE 144 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 162 IX OTHER INFORMATION LIST OF MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 174 DECLARATION 176 TEJNAKSH HEALTHCARE LIMITED SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS DEFINITIONS TERMS DESCRIPTION "Our Company", "the Company", "THL", “Tejnaksh” Tejnaksh Healthcare Limited, a Public Limited Company "we", "us" or "the Issuer" incorporated under the Companies Act, 1956 CONVENTIONAL/GENERAL TERMS TERMS DESCRIPTION AOA/Articles/ Articles of Articles of Association of Tejnaksh Healthcare Limited Association Banker to the Issue HDFC Bank Limited, I Think Techno Campus, Level 0-3, Next to Kanjur Marg Railway Station, Kanjur Marg (E), Mumbai – 400 042 Board of Directors / The Board of Directors of Tejnaksh Healthcare Limited Board/Director(s) BSE BSE Limited (the Designated Stock Exchange) Companies Act Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013 (to the extent notified) and / or Provisions of the Companies Act, 1956 w.r.t. to the sections which have not yet been replaced by the Companies Act, 2013 through any official notification. Depositories Act The Depositories Act, 1996 as amended from time to time CIN Company Identification Number DIN Directors Identification Number Depositories NSDL and CDSL FIPB Foreign Investment Promotion Board FVCI Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended from time to time. Director(s) Director(s) of Tejnaksh Healthcare Limited, unless otherwise specified Equity Shares / Shares Equity Shares of our Company of face value of Rs. 10 each unless otherwise specified in the context thereof EPS Earnings Per Share GIR Number General Index Registry Number GoI/ Government Government of India Statutory Auditor / Auditor M/s. P.D. Dalal and Co., Chartered Accountants, the Statutory Auditors of our Company. Promoters Promoters of the Company being Dr. Ashish Vishwas Rawandale Promoter Group Companies Unless the context otherwise specifies, refers to those entities mentioned in the /Group Companies / Group section titled “Our Promoter Group / Group Companies / Entities” on page 99 of Enterprises this Prospectus. Peer Review Auditors M/s. Randhir Jhunjhunwala and Co., Chartered Accountants, the Peer View Auditors of our Company. HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Principles in India IPO Initial Public Offerings Key Managerial Personnel / Key The officers vested with executive powers and the officers at the level immediately Managerial Employees below the Board of Directors as described in the section titled “Our Management” on page 95 of this Prospectus.