Ashapura Intimates Fashion Limited
Total Page:16
File Type:pdf, Size:1020Kb
DRAFT PROSPECTUS February 18, 2013 Fixed Price Issue ASHAPURA INTIMATES FASHION LIMITED (formerly Ashapura Intimates Fashion Private Limited) CIN: U17299MH2006PLC163133 Our Company was incorporated as Ashapura Apparels Private Limited on July 17, 2006 at Mumbai as a private limited company under the Companies Act, 1956. Pursuant to a special resolution passed by the shareholders at an extra-ordinary general meeting held on October 18, 2012, the name of our Company was changed to Ashapura Intimates Fashion Private Limited and a certificate of change of name was issued by Registrar of Companies, Mumbai, Maharashtra on November 9, 2012. Further, pursuant to a special resolution passed by our shareholders at an extra-ordinary general meeting held on December 1, 2012 our Company was converted into a public limited company and the word “private” was deleted from its name. Consequently, the name of our Company was changed to Ashapura Intimates Fashion Limited and a certificate of change of name was issued by Registrar of Companies, Mumbai, Maharashtra on December 19, 2012. For details of changes in our constitution, name and registered office, please see the chapter titled “History and Certain Corporate Matters” on page no. 107 of this Draft Prospectus. Registered Office: Unit No. 3-4, Ground Floor, Pacific Plaza, Plot No. 570, TPS IV, Off Bhawani Shankar Road, Mahim Divison, Dadar (West), Mumbai – 400 028, Maharashtra, India; Tel: +91 22 2433 1552/3, Fax: +91 22 2433 1552/3 Company Secretary and Compliance Officer: Ms. Sonali K. Gaikwad; Website: www.valentineloungeweargroup.com; E-Mail: [email protected] OUR PRESENT PROMOTER: MR. HARSHAD H. THAKKAR PUBLIC ISSUE OF 52,50,000 EQUITY SHARES OF ` 10 EACH OF ASHAPURA INTIMATES FASHION LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` 40 PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ` 30 PER EQUITY SHARE) AGGREGATING TO ` 2,100 LACS (THE “ISSUE”), OF WHICH, 2,62,500 EQUITY SHARES OF ` 10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (AS DEFINED IN THE CHAPTER TITLED “DEFINITIONS AND ABBREVIATIONS”) (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. ISSUE OF 49,87,500 EQUITY SHARES OF ` 10 EACH IS HEREINAFTER REFERED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.97% AND 25.62% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THIS BEING A FIXED PRICE ISSUE, AS PER SUB-REGULATION (4) OF REGULATION 43 OF THE SEBI (ICDR) REGULATIONS, 2009 AS AMENDED FROM TIME TO TIME (“SEBI( ICDR) REGULATIONS”), OUT OF THE NET ISSUE OF 49,87,500 EQUITY SHARES, MINIMUM 50% OF THE NET ISSUE BEING 24,93,750 SHALL BE AVAILABLE FOR ALLOTMENT TO RETAIL INDIVIDUAL INVESTORS AND THE REMAINING 50% TO OTHER APPLICANTS IRRESPECTIVE OF THE NUMBER OF EQUITY SHARES APPLIED FOR. IF THE RETAIL INDIVIDUAL INVESTOR CATEGORY IS ENTITLED TO MORE THAN 50% ON PROPORTIONATE BASIS, THEY SHALL BE ALLOTTED THAT HIGHER PERCENTAGE. THE MINIMUM APPLICATION SIZE IS ` 1,20,000. THE ISSUE IS BEING MADE IN TERMS OF CHAPTER XB OF THE SEBI (ICDR) REGULATIONS (“SME ISSUE”). For further details, please see the section titled “Issue Information” on page no. 195 of this Draft Prospectus. All potential investors may participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process by 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 chapter titled“Issue Procedure” on page no. 202 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Share is` 10 and the Issue Price is 4 (four) 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” on page no. 61 of this Draft Prospectus should not be taken to be indicative of the market price of the Equity Shares after Equity Shares are listed. No assurance can be given regarding an active or sustained trading in Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. However, as required under Regulation 106V of the SEBI (ICDR) Regulations, the Lead Manager will ensure compulsory market making in the manner specfied by Securities and Exchange Board of India (‘SEBI’) for a minimum period of 3 (three) years from the date of listing of the Equity Shares. IPO GRADING This Issue has been graded by CARE as 4, indicating very good fundamentals. The IPO Grading is assigned on a five point scale from one to five, with IPO Grade 5/5 indicating strong fundamentals and IPO Grade 1/5 indicating weak fundamentals. For further details, please see the chapter titled “General Information” on page no. 36 of this Draft Prospectus. 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 this Issue including the risks involved. The Equity Shares have not been recommended or approved by the SEBI or the BSE Limited (“BSE”), nor does SEBI or BSE guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the section titled “Risk Factors” on page no. 13 of this Draft Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft 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 Draft Prospectus is true, correct 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 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 this Draft Prospectus are proposed to be listed on the SME Platform of BSE Limited. In terms of Chapter XB of SEBI (ICDR) Regulations, 2009 as amended from time to time, we are not required to obtain any in principle listing approval for the Equity Shares being offered in this Issue. However, our Company has received an approval letter dated [●] from BSE Limited for using its name in this Draft Prospectus for listing our shares on the SME Platform of the BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited. SOLE LEAD MANAGER REGISTRAR TO THE ISSUE KJMC CORPORATE ADVISORS (INDIA) LIMITED LINK INTIME INDIA PRIVATE LIMITED (formerly KJMC Global Market (India) Limited) C-13, Pannalal Silk Mills Compound, 168, 16th Floor, Atlanta, Nariman Point, Mumbai – 400 021 L.B.S. Marg, Bhandup (West), Tel : +91 22 4094 5500 ; Fax: +91 22 2285 2892 Mumbai – 400 078 Email: [email protected] Tel: +91 22 2596 7878; Fax: +91 22 2596 0329 Website: www.kjmc.com Email: [email protected] Contact Person: Mr. Swapnilsagar Vithalani / Website: www.linkintime.co.in Mr. Ankit Doshi Contact Person: Mr. Sachin Achar SEBI Regn. No: INM000002509 SEBI Registration No: INR000004058 ISSUE PROGRAMME ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●] TABLE OF CONTENTS SECTION I – GENERAL ............................................................................................................................ 1 DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................... 10 FORWARD-LOOKING STATEMENTS ..................................................................................................... 12 SECTION II – RISK FACTORS ...............................................................................................................13 SECTION III – INTRODUCTION ............................................................................................................27 SUMMARY OF INDUSTRY ....................................................................................................................... 27 SUMMARY OF BUSINESS ........................................................................................................................ 30 SUMMARY FINANCIAL INFORMATION ............................................................................................... 32 THE ISSUE ................................................................................................................................................... 35 GENERAL INFORMATION ....................................................................................................................... 36 CAPITAL STRUCTURE .............................................................................................................................. 42 OBJECTS OF THE ISSUE ..........................................................................................................................