SHIVA GRANITO EXPORT LIMITED

Transcription

Draft ProspectusDated: June 6, 2016Please read Section 26 of the Companies Act, 2013100% Fixed Price IssueSHIVA GRANITO EXPORT LIMITEDOur Company was originally formed and registered as a partnership firm under the Partnership Act, 1932 (“Partnership Act”) in the name and style of “M/s Shiva ExportCo.”, pursuant to a deed of partnership dated July 16, 2007. The Constitution and Capital of the partnership firm was changed pursuant to supplementary agreement modifyingthe partnership deed dated October 11, 2008, April 1, 2015 and November 3, 2015. M/s Shiva Export Co. was thereafter converted from a partnership firm to a public limitedcompany under Part I chapter XXI of the Companies Act, 2013 in the and style of “Shiva Granito Export Limited” and received a fresh certificate of incorporation from theRegistrar of Companies, Jaipur, Rajasthan on December 31, 2015 bearing registration no. 048974 and Corporate Identification Number U14200RJ2015PLC048974. For detailsof incorporation, change of name and registered office of our Company, please refer to chapter titled ‘General Information’ and ‘Our History and Certain Other CorporateMatters’ beginning on page 74 and 180 respectively of this Draft Prospectus.Registered Office: 8, Bhatt ji Ki Baari, Udaipur-313001, Rajasthan, India. Tel. No. 0294 2427577; Fax No. 0294-2414463Contact Person: Youdhveer Singh Rathore, Company Secretary and Compliance OfficerEmail:cs@shivaexport.in; Website: www.shivaexport.inPROMOTERS OF OUR COMPANY: SURESH UPADHYAY AND ABHISHEK UPADHYAYTHE ISSUEPUBLIC ISSUE OF 42,00,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF SHIVA GRANITO EXPORT LIMITED (THE“COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 12 PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. 2 PER EQUITYSHARE (THE “ISSUE PRICE”), AGGREGATING RS. 504.00 LAKHS (“THE ISSUE”), OF WHICH 2,20,000 EQUITY SHARES OF FACE VALUE RS. 10EACH FOR CASH AT A PRICE OF RS. 12 PER EQUITY SHARE, AGGREGATING RS. 26.40 LAKHS WILL BE RESERVED FOR SUBSCRIPTIONS BY THEMARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTIONI.E. ISSUE OF 39,80,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 12 PER EQUITY SHARE, AGGREGATINGRS. 477.60 LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 31.78% AND 30.12%RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. 12 IS 1.2 TIMES OF THE FACE VALUE OF THEEQUITY 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 byBlocked 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 303 of this Draft Prospectus. A copy will be delivered forregistration 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 CAPITALAND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI ICDR REGULATIONS”). For further details pleaserefer the section titled ‘Issue Information’ beginning on page 296 of this Draft Prospectus.RISKS IN RELATION TO FIRST ISSUEThis being the first public issue of the Issuer, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10 per EquityShare and the Issue price of Rs. 12 per Equity Share is 1.2 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manageras stated in the chapter titled ‘Basis for Issue Price’ beginning on page 126 of this Draft Prospectus) should not be taken to be indicative of the market price of the EquityShares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which theEquity Shares will be traded after listing.GENERAL RISKSInvestments 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 oflosing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investorsmust rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approvedby the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Prospectus. Specific attention ofthe investors is invited to the section titled ‘Risk Factors’ beginning on page 17 of this Draft Prospectus.ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to the Issuer and thisIssue, which is material in the context of this Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading inany 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 Prospectusas a whole or any of such information or the expression of any such opinions or intentions, misleading, in any material respect.LISTINGThe Equity Shares of our Company offered through this Draft Prospectus are proposed to be listed on the SME platform of BSE Limited (‘BSE’). In terms of the ChapterXB of the SEBI (ICDR) Regulations, 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 [ ] 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 ISSUEREGISTRAR TO THE ISSUEPANTOMATH CAPITAL ADVISORS PRIVATE LIMITED406-408, Keshava Premises, Behind Family CourtBandra Kurla Complex,Bandra (East), Mumbai - 400051Tel: 91-22 6194 6700 / 725Fax: 91-22 2659 8690Website: www.pantomathgroup.comEmail: ipo@pantomathgroup.comInvestor Grievance Id: investors@pantomathgroup.comContact Person: Mr. Saahil KinkhabwalaSEBI Registration No: INM000012110BIGSHARE SERVICES PRIVATE LIMITEDE2, Ansa Industrial Estate,Sakivihar Road, Saki Naka, Andheri (East)Mumbai – 400 072Tel: 91-22-4043 0200Fax: 91-22-2847 5207Email: ipo@bigshareonline.comWebsite: www.bigshareonline.comContact Person: Mr. Vipin GuptaSEBI Registration Number: INR000001385ISSUE PROGRAMMEISSUE OPENS ON : [ ]ISSUE CLOSES ON : [ ]

Table of ContentsSECTION I – GENERAL. 3DEFINITION AND ABBREVIATION . 3PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA . 14FORWARD LOOKING STATEMENTS . 16SECTION II – RISK FACTORS . 17SECTION III – INTRODUCTION. 41SUMMARY OF INDUSTRY . 41SUMMARY OF BUSINESS . 54SUMMARY OF FINANCIAL STATEMENTS . 66THE ISSUE. 73GENERAL INFORMATION . 74CAPITAL STRUCTURE. 81OBJECTS OF THE ISSUE . 120BASIS FOR ISSUE PRICE . 126STATEMENT OF POSSIBLE TAX BENEFIT . 128SECTION IV – ABOUT THE COMPANY . 130OUR INDUSTRY . 130OUR BUSINESS . 151KEY INDUSTRY REGULATIONS AND POLICIES . 166OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS . 180OUR MANAGEMENT . 184OUR PROMOTER AND PROMOTER GROUP . 200OUR GROUP COMPANIES . 205RELATED PARTY TRANSACTION . 210DIVIDEND POLICY . 211SECTION V – FINANCIAL STATEMENTS AS RESTATED . 212FINANCIAL STATEMENTS AS RESTATED . 212MANAGEMENT‘S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATION . 261FINANCIAL INDEBTEDNESS. 269SECTION VI – LEGAL AND OTHER INFORMATION . 273OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS . 273GOVERNMENT AND OTHER STATUTORY APPROVALS . 280OTHER REGULATORY AND STATUTORY DISCLOSURES . 285SECTION VII – ISSUE INFORMATION . 296TERMS OF THE ISSUE . 296ISSUE STRUCTURE . 301ISSUE PROCEDURE . 303RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES . 345SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION . 347SECTION IX – OTHER INFORMATION . 386MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION . 386DECLARATION .

406-408, Keshava Premises, Behind Family Court Bandra Kurla Complex, Bandra (East), Mumbai - 400051 Tel: 91-22 6194 6700 / 725 Fax: 91-22 2659 8690 Website: www.pantomathgroup.com Email: ipo@pantomathgroup.com Investor Grievance Id: investors@pantomathgroup.com Contact Person: Mr. Saahil Kinkhabwala SEBI Registration No: INM000012110 BIGSHARE SERVICES PRIVATE LIMITED