Prakash Constrowell Limited
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Draft Red Herring Prospectus Dated: March 30, 2011 Please read section 60B of the Companies Act, 1956 (To be updated upon ROC filing) 100% Book Built Issue PRAKASH CONSTROWELL LIMITED (Our Company was incorporated as "Prakash Constrowell Private Limited" under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated January 4, 1996 bearing Registration No. 11-95941 issued by Registrar of Companies, Mumbai, Maharashtra. Our Company was converted into a public limited company vide a fresh Certificate of Incorporation dated January 5, 2011 and consequently the name of our Company was changed to "Prakash Constrowell Limited". The Corporate Identification Number of our Company is U45200MH1996PLC095941). Registered Office: 6/7 Falcon Plaza, National Urdu High School Road, Near Sarda Circle, Nasik - 422001, Maharashtra, India. Tel No.: +91 253 2590725; Fax No.: +91 253 2597720; E-mail: [email protected]; Website: www.pclnsk.com Contact Person: Mr. Vipul Dileep Lathi, Compliance Officer Promoters of our Company: Mr. Prakash P. Laddha and Mrs. Aruna P. Laddha THE ISSUE PUBLIC ISSUE OF [] EQUITY SHARES OF ` 10 EACH OF PRAKASH CONSTROWELL LIMITED ("PCL" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE) AGGREGATING TO ` 6,000 LAKHS (THE "ISSUE"). THE ISSUE WILL CONSTITUTE [] % OF THE FULLY DILUTED POST ISSUE PAID UP CAPITAL OF THE COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED AT LEAST TWO (2) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. THE FACE VALUE OF EQUITY SHARES IS `10. THE FLOOR PRICE IS [] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [] TIMES OF THE FACE VALUE. In case of revision in the Price Band, the Bidding / Issue Period shall be extended for three additional working days after such revision, subject to the Bidding / Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding / Issue Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange ("NSE"), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Manager and the terminals of the member(s) of the Syndicate. The Issue is being made under sub-regulation (1) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and through the 100% Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers, of which 5% shall be available for Allocation on a proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation to the QIB bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price. Potential investors may participate in this 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 Bank ("SCSB") for the sale. For details see section titled "Issue Procedure" on page 276 of this Draft Red Herring 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 our Equity Shares. The face value of the Equity Shares is ` 10/- and the Issue Price is [] times of the face value at the lower end of the Price Band and [] times of the face value at the higher end of the Price Band. The Issue Price (has been determined and justified by our Company, in consultation with the Book Running Lead Manager as stated in chapter titled "Basis for Issue Price" beginning on page 70 of this Draft Red Herring Prospectus) should not be taken to be indicative of the market price of our Equity Shares after our 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 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 Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section "Risk Factors" beginning on page 13 of this Draft Red Herring Prospectus. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring 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 Draft Red Herring 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 are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange (NSE). We have received in-principle approval from each of the BSE and NSE pursuant to letters dated [] and [] respectively for the listing of our Equity Shares. [] shall be the Designated Stock Exchange for this Issue. IPO GRADING The Issue has been graded by [] as [] indicating []. For details, see the section titled "General Information" on page 47 of this Draft Red Herring Prospectus. BOOK RUNNING LEAD MANAGER REGISTRAR TO THIS ISSUE INTENSIVE FISCAL SERVICES PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED 131, C-Wing, Mittal Tower, E-2 & 3, Ansa Industrial Estate, 13th Floor, Nariman Point, Saki-Vihar Road, Sakinaka, Andheri(E), Mumbai - 400 021. India Mumbai - 400 072. Tel. No.: +91 22 22870443/44/45 Tel No.: +91 22 40430200 Fax No.: +91 22 22870446 Fax No.: +91 22 2847 5207 Investor Grievance ID: [email protected] E-mail: [email protected] Website: www.intensivefiscal.com Website: www.bigshareonline.com Contact Person: Mr. Krishna G. Jhawar / Mr. Kevin A. Koradia Contact Person: Mr. Babu Raphael SEBI Registration Number: INM000011112 SEBI Registration Number: INR000001385 BID/ISSUE PROGRAMME BID/ISSUE OPENS ON [] BID/ISSUE CLOSES ON [], FOR QIB BIDDERS FOR ALL BIDDERS BID/ISSUE CLOSES ON [], FOR NON INSTITUTIONAL AND RETAIL INDIVIDUAL BIDDERS TABLE OF CONTENT SECTION I – GENERAL ................................................................................................................................................................. 2 DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................................................ 11 FORWARD LOOKING STATEMENTS ............................................................................................................................. 12 SECTION II – RISK FACTORS .................................................................................................................................................... 13 SECTION III – INTRODUCTION .................................................................................................................................................. 33 SUMMARY OF INDUSTRY .............................................................................................................................................. 33 SUMMARY OF BUSINESS .............................................................................................................................................. 34 SUMMARY OF FINANCIALS ........................................................................................................................................... 39 THE ISSUE ....................................................................................................................................................................... 46 GENERAL INFORMATION .............................................................................................................................................. 47 CAPITAL STRUCTURE .................................................................................................................................................... 55 OBJECTS OF THE ISSUE ..............................................................................................................................................