Ashok Masala Mart Limited
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DRAFT PROSPECTUS 100% Fixed Price Issue Please read Section 26 and 32 of the Companies Act, 2013 Dated 14th June, 2017 ASHOK MASALA MART LIMITED (CIN- U15122MH2014PLC252200) Our Company was originally incorporated as “Ashok Masala Mart Limited” in Mumbai, Maharashtra under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated 17th January, 2014 bearing Registration Number 252200 issued by the Registrar of Companies, Mumbai, Maharashtra. We have obtained the Certificate of Commencement dated 7th March, 2014. The Corporate Identification Number of our Company is U15122MH2014PLC252200. 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 Corporate Structure” beginning on page 37 and page 122 respectively of this Draft Prospectus. Registered Office: 184/188, Mandvi Chamber, Hazrat Abbas Road, Samuel Street, Khoja Gully, Chinchbunder, Mumbai - 400 009, Maharashtra, India. Tel: +91-22-2344 6871; 2346 5315 Godown and Processing Unit: Building No. C, Gala No. 3, Ground Floor, Jai Matadi Compound, Kalher, Bhiwandi, Thane. Email: [email protected] ; Website: www.ashokmasalamart.com Company Secretary & Compliance Officer: Ms. Barkha Jain PROMOTERS OF OUR COMPANY: MR. ASHOK SHIVJI CHOTHANI, MR. NEERAJ ASHOK CHOTHANI, MR. SUNIL SHIVJI CHOTHANI & M/S. BONNE VOLENTE COMMUNICATIONS LLP THE ISSUE PUBLIC ISSUE OF 20,10,000 EQUITY SHARES OF RS. 10 EACH (“EQUITY SHARES”) OF ASHOK MASALA MART LIMITED (“AMML” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 10 PER SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 201.00 LACS (“THE ISSUE”), OF WHICH, 1,10,000 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 19,00,000 EQUITY SHARES OF RS. 10 EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 38.95% AND 36.82%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. 10/- I.E. 1.00 (ONE) TIME OR AT PAR OF THE FACE VALUE OF THE EQUITY SHARES. In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only 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 204 of this Draft Prospectus. A copy will be delivered for registration to the Registrar of companies as required under Section 26 of the Companies Act, 2013. 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 204 of this Draft 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 will be 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 REQUIREMENT) REGULATIONS, 2009 AS AMENDED FROM TIME TO TIME. For further details please refer to Section titled “Issue structure ” beginning on Page 201 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of our Company, there has been no formal market for our Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 and the issue price of Rs. 10 per Equity Share i.e. 1.00 (One) time or at par of the 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 86 of this Draft 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 and/or sustained trading in the Equity Shares of the Company or regarding the price at which the equity shares will be traded after listing. GENERAL RISK 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 Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 13 of this Draft Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft 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 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 Draft Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”). Our Company has received in-principle approval letter dated [●] 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 TM NAVIGANT CORPORATE ADVISORS LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED 423, A Wing, Bonanza, Karvy Selenium Tower B, Sahar Plaza Complex, Plot 31-32, Gachibowli, Financial District, J B Nagar, Andheri Kurla Road, Nanakramguda, Hyderabad 500 032 Andheri East, Mumbai-400 059 Tel : +91 40 6716 2222 Tel No. +91-22-6560 5550 Fax : + 91 40 2343 1551 Email Id- [email protected] Website: www.karisma.karvy.com Investor Grievance Email: [email protected] Email: [email protected] Website: www.navigantcorp.com Investor Grievance Email: [email protected] SEBI Registration Number: INM000012243 Contact Person : Mr. M Murali Krishna Contact Person: Mr. Sarthak Vijlani SEBI Registration : INR000000221 ISSUE PROGRAMME ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●] TABLE OF CONTENTS SECTION TITLE PAGE NO I GENERAL DEFINITIONS AND ABBREVIATIONS 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 9 FORWARD LOOKING STATEMENTS 11 II RISK FACTORS 13 III INTRODUCTION SUMMARY 26 SUMMARY OF FINANCIAL DATA 33 ISSUE DETAILS IN BRIEF 36 GENERAL INFORMATION 37 CAPITAL STRUCTURE 45 OBJECTS OF THE ISSUE 78 BASIC TERMS OF THE ISSUE 86 BASIS FOR ISSUE PRICE 87 STATEMENT OF TAX BENEFITS 90 IV ABOUT OUR COMPANY INDUSTRY OVERVIEW 92 OUR BUSINESS 105 KEY INDUSTRY REGULATIONS AND POLICIES 116 OUR HISTORY AND CORPORATE STRUCTURE 122 OUR MANAGEMENT 126 OUR PROMOTERS 137 OUR PROMOTER GROUP / GROUP COMPANIES / ENTITIES 142 RELATED PARTY TRANSACTIONS 145 DIVIDEND POLICY 146 V FINANCIAL INFORMATION FINANCIAL INFORMATION OF OUR COMPANY 147 MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS 164 OF OPERATIONS VI LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 176 GOVERNMENT & OTHER APPROVALS 180 OTHER REGULATORY AND STATUTORY DISCLOSURES 182 VII ISSUE RELATED INFORMATION TERMS OF THE ISSUE 195 ISSUE STRUCTURE 201 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 203 ISSUE PROCEDURE 204 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 246 IX OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 262 DECLARATION 264 Ashok Masala Mart Limited SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS In this Draft Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith. DEFINITIONS: TERMS DESCRIPTION "Our Company", "the Company", "Ashok", “AMML” Ashok Masala Mart Limited, a Public Limited Company "we", "us" or "the Issuer" incorporated under the Companies Act, 1956 "you", "your" or "yours" Prospective investors in this Issue CONVENTIONAL/GENERAL TERMS: TERMS DESCRIPTION AOA/Articles/ Articles of Articles of Association of Ashok Masala Mart Limited Association Banker to the Issue [●] Board of Directors / The Board of Directors of Ashok Masala Mart Limited Board/Director(s) BSE BSE Limited BSE-SME The SME platform of BSE Limited for listing of Equity Shares offered under Chapter X-B of the SEBI (ICDR) Regulations Companies Act Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013 and / or Provisions of the Companies Act, 1956 Depositories Act The Depositories Act, 1996 as amended from time to time CIN Corporate 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.