PROSPECTUS Dated: April 02, 2013 Please read Section 60B of the Companies Act, 1956 Book Built Issue OPAL LUXURY TIME PRODUCTS LIMITED Our Company was incorporated as Opal Luxury Time Products Private Limited on February 10, 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, Maharashtra, Pune. Further, our Company was converted into a public limited company vide Fresh Certificate of Incorporation Consequent upon Change of Name on Conversion to Public Limited Company dated November 01, 2012 issued by the Registrar of Companies, Maharashtra, Pune and the name of our Company was changed to Opal Luxury Time Products Limited. The Corporate Identity Number of our Company is U33309PN2007PLC129597. For further details on change of name and that of registered office of our Company, please see chapter titled “History and Corporate Structure” beginning on page 110 of the Prospectus. Registered Office: Shree Ganesh, Plot No. 31, Shivaji Housing Society, Behind ICC Tower, Senapati Bapat Road, Pune – 411 016, Maharashtra, India. Tel.: +91 – 20 - 2563 1919, Fax: +91 – 20 - 2563 1919; Extn: 111, Website: www.opalclocks.com; E-mail: [email protected] Contact Person: Mr. Nikhil Deshpande, Company Secretary and Compliance Officer PROMOTERS OF OUR COMPANY: MR. SAMEER GUJAR AND MRS. PRATIBHA GUJAR PUBLIC ISSUE OF 10,00,000 EQUITY SHARES OF ` 10 EACH FOR CASH AT A PRICE OF ` 130 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 120 PER EQUITY SHARE) AGGREGATING UPTO ` 1,300 LACS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 50,000 EQUITY SHARES OF ` 10 EACH AGGREGATING TO 65 LACS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 50,000 EQUITY SHARES OF ` 10 EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 29.77% AND 28.28%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE ISSUE PRICE IS ` 130 PER EQUITY SHARE AND IS 13 TIMES THE FACE VALUE OF THE EQUITY SHARE In case of revision in the Price Band, the Bid/Issue Period shall be extended for a minimum of three Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and by issuing a press release and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Syndicates. This being an Issue for Equity Shares representing more than 25% of the post-Issue equity share capital of our Company, Equity Shares will be offered to the public for subscription in accordance with Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended and is being made through a Book Building Process in accordance with Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. RISKS IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 and the Issue Price is 13 times the face value of the Equity Share. The Issue Price (as determined and justified by our Company and the Book Running Lead Manager (“BRLM”) as stated under the chapter titled “Basis for Issue Price” beginning on page 71 of the Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed on the SME Platform of NSE. 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 on the SME Platform of NSE. GENERAL RISKS Investment in equity and equity related securities involves 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 the Prospectus. Specific attention of the investors is invited to the chapter titled “Risk Factors” beginning on page 15 of the Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus contains all information with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in the 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 the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. IPO GRADING The Issue has been graded by CRISIL Limited and has been assigned the “CRISIL SME Fundamental Grade 4”, indicating Superior fundamentals, through its letter dated February 22, 2013. The IPO grading is assigned on a five point scale from 1 to 5 wherein “CRISIL SME Fundamental Grade 5” indicates Excellent fundamentals and “CRISIL SME Fundamental Grade 1” indicates Poor fundamentals. For further details, please refer to the chapter titled “General Information” beginning on page 38 of the Prospectus. LISTING The Equity Shares offered through the Prospectus are proposed to be listed on the SME Platform of the NSE and traded in the SME Continuous Market. An in-principle approval from NSE for listing the Equity Shares has been received pursuant to letter no. NSE/LIST/193322-3 dated January 29, 2013. For the purpose of this Issue, NSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE IDBI Capital Market Services Limited Karvy Computershare Private Limited 3rd Floor, Mafatlal Centre, 46, Avenue 1, Nariman Point, Street No.1, Banjara Hills, Mumbai – 400 021, Hyderabad – 500 034, Maharashtra. Andhra Pradesh. Tel.: +91 – 22 – 4322 1212 Tel.: +91 – 40 – 4465 5000 Fax: +91 – 22 – 2285 0785 Fax: +91 – 40 – 2343 1551 Website: www.idbicapital.com Investor Grievance Email: [email protected] Email: [email protected] Email: [email protected] Investor Grievance Email: [email protected] Website: www.karisma.karvy.com Contact Person: Mr. Nalin Jain / Mr. Rishi Tiwari Contact Person: Mr. M. Murli Krishna SEBI Reg. No.: INM000010866 SEBI Reg. No.: INR000000221 BID/ISSUE PROGRAMME BID/ISSUE OPENED ON: March 25, 2013 BID/ISSUE CLOSED ON: March 28, 2013 TABLE OF CONTENTS SECTION I – GENERAL ...................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................... 10 NOTICE TO INVESTORS ................................................................................................................................. 12 FORWARD-LOOKING STATEMENTS ......................................................................................................... 13 SECTION II - RISK FACTORS ......................................................................................................................... 15 PROMINENT NOTES ........................................................................................................................................ 28 SECTION III – INTRODUCTION ................................................................................................................... 29 SUMMARY OF OUR INDUSTRY ................................................................................................................... 29 SUMMARY OF OUR BUSINESS ..................................................................................................................... 32 SUMMARY OF OUR FINANCIAL INFORMATION .................................................................................. 33 THE ISSUE ............................................................................................................................................................ 37 GENERAL INFORMATION ............................................................................................................................. 38 CAPITAL STRUCTURE ..................................................................................................................................... 48 OBJECTS OF THE ISSUE .................................................................................................................................. 60 BASIC TERMS OF THE ISSUE ........................................................................................................................ 68 BASIS FOR ISSUE PRICE ................................................................................................................................