Final Prospectus To ROC - Bombay Stock Exchange
PROSPECTUS Dated: September 6, 2012 Please read Section 60 B of the Companies Act, 1956 CLOTHING LIMITED (Our Company was originally incorporated as “Black Star Products Private Limited” on March 24, 1995 under the Companies Act, 1956 with the Registrar of Companies, Gujarat, Ahmedabad (‘ROC’). The name of Company was subsequently changed to “Maruti Dyechem Private Limited” to diversify its new activities in the field of Dyes and Intermediates and fresh Certificate of Incorporation was obtained from ROC on February 12, 1998. Further the name of the Company was change to “Anshu’s Clothing Private Limited” to give effect to the alteration in the Main Object Clause for entering into garment business and fresh certificate of Incorporation was obtained from ROC on June 12, 2007. Our Company was subsequently converted in to a public limited company and consequently name was changed to “Anshu’s Clothing Limited” vide fresh certificate of incorporation on June 1, 2012 issued by the Registrar of Companies, Gujarat, Ahmedabad.) Registered Office: F-103, Shivalik Plaza, Near IIM, ATIRA Road, Vastrapur, Ahmedabad-380015, Gujarat, India. Tel. No. 91-79-3007 1919/3298 1545 Website: www.anshusdesigns.com; E-mail:cs@anshusdesigns.com Contact Person: Ms. Pooja Gwalani, Company Secretary and Compliance Officer Our Present Promoters: Mr. Ravi Bhandari and Mrs.Rekha Bhandari PUBLIC ISSUE OF 18,72,000 EQUITY SHARES OF 10/- EACH (“EQUITY SHARES”) OF ANSHU’S CLOTHING LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF 27/- PER EQUITY SHARE(THE “ISSUE PRICE”),AGGREGATING TO 505.44 LACS (“THE ISSUE”), OF WHICH, 3,12,000 EQUITY SHARES OF 10/- EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE (AS DEFINED IN THE SECTION “DEFINATIONS AND ABBREVIATIONS.” )(THE “MARKET MAKER RESERVATION PORTION “). THE ISSUE LESS THE MARKET MAKER RESERVATTION PORTION i.e. ISSUE OF 15,60,000 EQUITY SHARES OF 10/- EACH IS HEREINAFTER REFERED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.03% AND 25.02% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE ISSUE IS BEING IN TERMS OF CHAPTER X-B OF THE SEBI (ICDR) REGULATIONS, 2009 AS AMENDED FROM TIMETO TIME. For Further Details See “Issue Related Information” Beginning on Page No.162 of this Prospectus All potential investors may participate in the Issue through and 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 “Issue Procedure” on Page No. 168 of this 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. RISKS 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 2.7 times of the face value. The Issue Price(as determined by the Company in consultation with the Lead Manager) as stated under the paragraph on “ Basis For The Issue Price” on Page No. 55 of this 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 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 this Issue including the risks involved. The Securities 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 document. Specific attention of the investors is invited to the section titled ‘Risk Factors’ beginning on Page No. 11 of the Prospectus. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Document all information with regard the Issuer and this Issue, which is material in the context of this Issue, that the information contained in this Offer Document is true and correct in all material respects 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 Document 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 the Prospectus are proposed to be listed on SME Platform of the Bombay Stock Exchange Limited (BSE). Our Company has received in-principle approval from BSE vide their letter dated 5th September, 2012 for using its name in this offer document for listing our shares on the SME Platform of BSE. For the purpose of this Issue, the BSE shall be the Designated Stock Exchange will be the Bombay Stock Exchange Limited (“BSE”). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, 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. LEAD MANAGER First Call India Equity Advisors Private Limited 3rd Floor, Sankalp, The Bureau, Ramakrishna Chemburkar Marg, Chembur Naka, Chembur, Mumbai -400 021, Maharastra Tel.: 91-22-2527 2510 /6077/6089; Fax: 91-22- 2527 6089; Email: vsrsastry@firstcallindiaequity.com; Website: www.firstcallindiaequity.com SEBI Regn No:INM 000011450 Contact Person: Mr. V.S.R. Sastry ISSUE PROGRAMME BID/ISSUE OPENS ON September 26, 2012 REGISTRAR TO THE ISSUE CAMEO CORPORATE SERVICES LIMITED ‘Subramanium Building’,No.1, Club House Road, Chennai- 600 002 Tel.: 91-44-2846 0390 ; Fax: 91-044-2846 0129 E-mail: investor@cameoindia.com Website: www.cameoindia.com SEBI Regn. No.: INR 000003753 Contact Person: Mr. R.D.Ramaswamy BID/ISSUE CLOSES ON September 28,2012
SECTION I II III IV V VI VII VIII IX X TABLE OF CONTENTS PARTICULARS GENERAL DEFINITIONS AND ABBREVIATIONS PAGE NO. 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL , INDUSTRY AND MARKET DATA 9 FORWARD LOOKING STATEMENTS RISK FACTORS INTRODUCTION SUMMARY OF OUR INDUSTRY SUMMARY OF OUR BUSINESS ISSUE DETAILS IN BRIEF SUMMARY OF OUR FINANCIAL INFORMATION GENERAL INFORMATION CAPITAL STRUCTURE PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE BASIC TERMS OF THE ISSUE BASIS FOR THE ISSUE PRICE STATEMENT OF TAX BENEFITS ABOUT THE ISSUER COMPANY INDUSTRY OVERVIEW OUR BUSINESS OVERVIEW KEY INDUSTRY REGULATIONS AND POLICIES HISTORY AND CERTAIN CORPORATE MATTERS OUR MANAGEMENT OUR PROMOTERS AND PROMOTER’S GROUP DIVIDEND POLICY FINANCIAL INFORMATION FINANCIAL STATEMENTS OF THE COMPANY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL INDEBTNESS LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS GOVERNMENT & OTHER KEY APPROVALS OTHER REGULATORY AND STATUTORY DISCLOSURES ISSUE RELATED INFORMATION TERMS OF THE ISSUE ISSUE STRUCTURE ISSUE PROCEDURE MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION DECLARATION 10 11 26 28 32 33 36 41 51 54 55 57 66 75 90 95 98 108 113 114 140 146 148 150 152 162 166 168 184 220 222
SECTION 1: GENERAL DEFINITIONS AND ABBREVIATIONS In this Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meaning as assigned herewith. CONVENTIONAL / GENERAL TERMS: TERMS DESCRIPTION " A n s h u ’ s " , " t h e Company", "our", Unless the context otherwise requires, refers to “Anshu’s Clothing Limited”, a “ Our Company”, “Issuer”, “We”, “Us” public limited Company incorporated under the Companies Act, 1956 with its and “Issuer Company” Registered Office at F-103, Shivalik Plaza, Near IIM, Atira Road, Vastrapur, Ahmedabad- 380015,Gujarat,India. "You", "Your" or "Yours" Prospective Investors in this Issue TERMS DESCRIPTION Articles or Articles of Association or AoA The Articles of Association of the Company i.e., Anshu’s Clothing Limited., as amended from time to time. Auditors / Statutory Auditors The Statutory Auditors of the Company, being M/s. Loonia & Associates, Chartered Accountants having their office at 218, Ground Floor, New Cloth Market, O/s Raipur Gate, Ahmedabad-380002, Gujarat. Board/Board of Directors or our Board The Board of Directors of the Company included all duly constituted Committee(s) thereof Companies Act / Act The Companies Act, 1956 as amended from time to time Depositories Act The Depositories Act, 1996 as amended from time to time Depository Participant A depositary participant as defined under the Depositaries Act Director(s) / Our Directors Director(s) of Anshu’s Clothing Limited, unless otherwise specified. Equity Shares Equity Shares of our Company of Face Value of Rs.10/- each unless otherwise specified in the context thereof Executive Directors Executive Directors are the Managing Directors or Whole time Directors or Promoters of our Company Financial Year/ Fiscal/ FY The period of twelve months ended March 31 of that particular year. FIPB Foreign Investment Promotion Board, Ministry of Finance, Government of India. General Index Registry Number GIR Number GOI Group Companies HUF Government of India The companies / firms and ventures disclosed in "Our Promoter Group and Group Companies / Entities" on Page No. 108 promoted by the Promoters, irrespective of whether such entities are covered under Section 370 (1) (B) of the Companies Act, 1956. Hindu Undivided Family 1
Indian GAAP Generally Accepted Accounting Principles in India IT Act The Income Tax Act, 1961 The Income Tax Rules, 1962, as amended from time to time, except as stated otherwise. “Lolipop” or “Lolipop Fashions Private Group Company with same Promoters and having its Registered Office at A/G/3Limited” Shivalik Plaza, Opp A.M.A, Panjara Pole, Nr. Atira, Polytechnic; Ambawadi, Ahmedabad- 380015 MOA / Memorandum of Association The Memorandum of Association of the Company, i.e., Anshu’s Clothing Limited., as amended from time to time. IT. Rules Non Residents NRIs / Non A person resident outside India, as defined under FEMA Resident Indians Person or Persons A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 . Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, Company, partnership, limited liability Company, joint venture, or trust or any other entity or organization validly constituted and / or incorporated in the jurisdiction in which it exists and operates, as the context requires. The Peer Reviewed Auditor of our Company, being M/s Loonia & Associates, Chartered Accountants, Ahmedabad Peer Reviewed Auditor Promoters / Core Promoters /Present Mr. Ravi Jagdish Bhandari Mr. Rekha R Bhandari Promoters Promoter Group Ravi Bhandari HUF, Lolipop Fashions Private Limited RBI Reserve Bank of India constituted under the RBI Act. RBI Act The Reserve Bank of India Act, 1934 as amended from time to time. Registered / Corporate Office of the F-103, Shivalik Plaza, 380015,Gujarat, India Company ROC / Registrar Ahmedabad of Near IIM, Atira Road, Vastrapur, Ahmedabad- Companies, Registrar of Companies, Ahmedabad, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura , Ahmedabad-380013. SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by SEBI on Aug 26, 2009, as amended, including instructions and clarifications issued by SEBI from time to time. SEBI (ICDR) Regulations SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and 2011, as amended from time to time depending on the context of the matter being referred to. SICA Sick Industrial Companies (Special Provisions) Act, 1985 Stock Exchange Unless the context requires otherwise, refers to, the BSE Limited. 2
ISSUE RELATED TERMS TERMS Allotment of Allot/Allotted DESCRIPTION Equity shares / Unless the context otherwise requires, issue of Equity Shares pursuant to this Issue to the successful applicants. Allotment Advice Note or advice or intimation of Allotment sent to the Applicants who are to be Allotted Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange Allottee The successful applicant to whom the Equity Shares are being / have been issued. Any prospective investor who makes an application for Equity Shares in terms of this Prospectus Applicant The Form in terms of which the applicant shall apply for the Equity Shares of the Company Application Form Application Supported by Blocked Means an application for subscribing to an issue containing an Amount (ASBA) authorization to block the application money in a bank account maintained with SCSB. ASBA is mandatory for QIBs and Non Institutional Applicants participating in the issue. ASBA Account An account maintained with the SCSB and specified in the Application Form for blocking the amount mentioned in the Application Form. ASBA Investors ASBA Applicant Any prospective investor(s) in this Issue who applies through the ASBA process. Any Applicant who intends to apply through ASBA. ASBA Application Form The form, whether physical or electronic, used by an ASBA Applicant to make an application, which will be considered as the application for Allotment for purposes of this Prospectus. Bankers to the Company Development Credit Bank Limited , Indian Overseas Bank Limited, HDFC Bank Limited Bankers to the Collection Bank(s) Issue / Escrow The bank(s) which is/ are clearing member and Registered with SEBI as Bankers to the Issue with whom the Escrow Account will be opened, being Axis Bank Limited Basis of allotment BSE / BSE Ltd Controlling Branches of the SCSBs Depository / Depositories The basis on which the Equity Shares will be Allotted to successful Applicants under the Issue and which is described in "Issue ProcedureBasis of Allotment" on Page No. 173 of the Prospectus Bombay Stock Exchange Limited. Such branches of the SCSBs which coordinate application under this Issue by the ASBA Applicants with the Registrar to the Issue, Book Running Lead Manager and the Stock Exchange and a list of which is available at http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time. A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time in this case being CDSL and NSDL. Depository Participant/ DP A Depository Participant as defined under the Depositories Act,1996 Designated Branches Such branches of the SCSBs which shall collect the ASBA Application Form used by ASBA Applicant and a list of which is available on http://www.sebi.gov.in 3
Designated Date The date on which funds are transferred from the Escrow Account to the Public Issue Account or the Refund Account, as appropriate, and the amounts blocked by the SCSBs are transferred from the bank accounts of the ASBA Applicant to the Public Issue Account, as the case may be, after the Prospectus is filed with the ROC, following which the Board of Directors shall Allot Equity Shares to the successful Applicants . Designated Stock Exchange BSE SME DP ID Depository Participant's Identity. Eligible NRI A Non Resident Indian in a jurisdiction outside India where it is not unlawful to make an offer or invitation under this Issue and in relation to whom this Prospectus will constitute an invitation to subscribe for the Equity Shares . Employees Employees of Anshu’s Clothing Limited. Equity Shares Equity Shares of the Company of face value of 10/- each unless otherwise specified in the context thereof. Account opened with the Escrow Collection Bank(s) and in whose favour the Applicant (excluding the ASBA Applicant) will issue cheque/(s) or draft/(s) in respect of the Application Amount when submitting an Application/(s). Escrow Account Escrow Agreement Escrow Collection Bank(s) Agreement entered into amongst the Company, Lead Manager, the Registrar to this Issue, the Escrow Collection Bank(s) for collection of the Application Amounts and for remitting refunds (if any) of the amounts collected to the Applicants (excluding the ASBA Applicants) on the terms and conditions thereof. The banks which are clearing members and registered with SEBI as Bankers to the Issue at which bank(s) the Escrow Account of the Company Indian National As used in the context of a citizen of India as defined under the Indian Citizenship Act, 1955, as amended from time to time, who is not an NRI. IPO Initial Public Offer. Issue / Issue Size / Initial Public Issue The public issue of 18,72,000 Equity Shares of 10/- each of Anshu’s Clothing Limited (“Anshu’s or “the Company” or “ the Issuer” ) for cash at the Issue Price of 27/- ( including a share premium of 17/- per Equity share) aggregating to 505.44 lacs. The Issue will constitute of 30.03 % of the post issue paid up capital of the Company. Issue Price The price at which Equity Shares are being issued by our Company under this Prospectus being 27 /- per share Issue Proceeds Proceeds to be raised by our Company through this Issue LM / Lead Manager / Book Running Lead Manager to the Issue, in this case being M/s. Firstcall India Equity Advisors Private Limited. Lead Manager Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to be signed between our Company and the SME Platform of BSE. Market Makers Member Brokers of BSE who are specifically registered as Market Makers with the BSE. In our case, Oswal Shares And Securities Limited is the sole Market Maker. Market Maker Reservation Portion The reserved portion of 3,12,000 equity shares of 10/- each at 27/( including a share premium of 17 per Equity share) aggregating to 84.24 lacs ( Rupees Eighty Four Lacs Twenty Four Thousand Only) for Designated Market Maker in the Initial Public Issue of Anshu’s Clothing Limited 4
Mutual Funds Means mutual funds registered with SEBI pursuant to SEBI ( Mutual Funds) Regulations, 1996, as amended from time to time. Net Issue The Issue (excluding the Market Maker Reservation Portion) of 15,60,000 Equity Shares of 10 each at 27 (including share premium of 17/-) per Equity Share aggregating to 421.20 lacs/- (Rupees Four Crore Twenty One Lacs Twenty Thousand Only) by Anshu’s Clothing Limited. Nominated Investor Nominated Investor means a Qualified Institutional Buyer or Private Equity Fund, who enters into an agreement with the Merchant Banker to subscribe to the issue in case of under- subscription or to receive or deliver the specified securities in the market making process. Non Institutional Investors / Applicants All Investors that are not QIBs (but not including NRIs other than eligible NRIs) or Retail Investors and who have applied for Equity Shares for an amount more than 2,00,000/-. OCB / Overseas Corporate Body A Company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs, including overseas trust in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Deposit) Regulations, 2000. OCB are not allowed to invest in this Issue. Payment through electronic transfer of funds Payment through NECS, NEFT or Direct Credit, as applicable. Prospectus The Prospectus, filed with the ROC containing, inter alia, the Issue opening and closing dates and other information. Public Issue Account Account opened with the Banker to the Issue to receive monies from the Escrow Account and from SCSBs from the bank account of the ASBA Applicant, on the Designated Date. Qualified Institutional Buyers or QIBs Public financial institutions as defined in section 4A of the Companies Act, 1956, scheduled commercial banks, mutual funds, foreign institutional investors registered with SEBI, multilateral and bilateral Development Financial Institutions, Venture Capital funds registered with SEBI, Foreign Venture Capital Investors registered with SEBI, State Industrial Development Corporations, Insurance Companies registered with the Insurance Regulatory and Development Authority (IRDA), Provident Funds with a minimum corpus of 25 Crores and Pension Funds with a minimum corpus of 25 Crores). Refund Account (s) Account opened / to be opened with a SEBI Registered Banker to the Issue from which the refunds of the whole or part of the Application Amount (excluding to the ASBA Applicants), if any, shall be made. Refund Banker Refunds through electronic of funds The bank(s) which is/ are clearing members and registered with the SEBI as Bankers to the Issue, at which the Refund Accounts will be opened, in this case being Axis Bank Limited transfer Refunds through electronic transfer of funds mean refunds through ECS, Direct Credit or RTGS or NEFT or the ASBA process, as applicable. Registrar/ Registrar to this Issue Registrar to the Issue being Cameo Corporate Services Limited Regulations SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009, as amended from time to time Retail Individual Investors Individual Applicants, or minors applying through their natural guardians, including HUFs (applying through their Karta) and ASBA Applicants, who have Applied for an amount less than or equal to 2,00,000/-. Revision Form The form used by the Applicants to modify the quantity of Equity Shares in any of their Application Forms or any previous Revision Form(s) 5
Self Certified SCSB(s) Syndicate Bank(s) / Banks which are registered with SEBI under the SEBI (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking of bank account, a list of which is available on http://www.sebi.gov.in/ SCSB Agreement The deemed agreement between the SCSBs, the LMs, the Registrar to the Issue and our Company, in relation to the collection of Applicants from the ASBA Applicants and payment of funds by the SCSBs to the Public Issue Account. SME Platform of BSE The SME Platform of BSE for listing of equity shares offered under Chapter X-B of the SEBI (ICDR) Regulations which was approved by SEBI as an SME Exchange on September 27, 2011. Stock Exchange Unless the context requires otherwise, refers to, BSE Limited Underwriters The LM and others who have agreed to underwrite this Issue as per SEBI (Underwriters) Regulations, 1993 as amended. The Agreements entered into between the Underwriters, Lead Manager, Designated Market Maker and the Company. Underwriting Agreement Working Day Unless the context otherwise requires: (i) Till the Application / Issue closing date: All days other than a Saturday, Sunday or a public holiday; (ii) Post the Application / Issue closing date: All days other than a Sunday or a public holiday And on which commercial banks in Mumbai are open for business in accordance with the SEBI circular no. CIR/CFD/DIL/3/2010 dated April 22, 2010. ABBREVIATIONS A/c ACL AGM AMBI AS AY BSE CAGR CDSL CIN DIN DP ECS EGM EPS FCNR Account FEMA FULL FORM Account Anshu’s Clothing Limited Annual General Meeting Association of Merchant Bankers of India Accounting Standards issued by Institute of Chartered Accountants of India Assessment Year Bombay Stock Exchange Limited. Compounded Annual Growth Rate. Central Depository Services (India) Limited. Company Identification Number Director Identification Number Depository Participant Electronic Credit System Extra Ordinary General Meeting of the shareholders. Earnings per Equity Share. Foreign Currency Non Resident Account. Foreign Exchange Management Act, 1999, as amended from time to time and the regulations issued there under. Fll Foreign Institutional Investor [as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time)] registered with SEBI under applicable laws in India. FIs FIPB Financial Institutions. Foreign Investment Promotion Board, Department of Affairs , Economic Ministry of Finance, Government of India. 6
FVCI Foreign Venture Capital Investors registered with SEBI (Foreign under the Venture Capital Investor) Regulations, 2000. FY/Fiscal/ Financial Year Period of twelve months ended March 31 of that particular year, unless GDP GIR Number GOI HUF ICSI I.T. Act INR/ Rs./ Rupees MAPIN Merchant Banker Gross Domestic Product General Index Registry Number. Government of India Hindu Undivided Family. Institute of Company Secretaries of India. Income Tax Act, 1961, as amended from time to time Indian Rupees, the legal currency of the Republic of India. Market Participants and Investors Integrated Database Merchant Banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 Ministry of Finance , Government of India MOF MMOU NA NAV NPV NOC NRE Account NRIs NRO Account NSDL OCB p.a PAC P/E Ratio PAN RBI ROC/Registrar of Companies RoE RoNW Rs. / / INR RTGS SCRA SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time Memorandum of Understanding Not Applicable Net Asset Value. Net Present Value No Objection Certificate Non Resident External Account. Non-Resident Indians Non Resident Ordinary Account. National Securities Depository Limited. Overseas Corporate Bank Per annum Persons Acting in Concert Price / Earnings Ratio Permanent Account Number. Reserve Bank of India The Registrar of Companies, Gujarat, Ahmedabad. Return on Equity Return on Net Worth Rupees, the official currency of the Republic of India Real Time Gross Settlement Securities Contract (Regulation) Act, 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time Sec. Section SME Exchange STT UN US / United States USD / US / VCF / Venture Capital Fund SME Platform of Bombay Stock Exchange Limited Securities Transaction Tax United Nations United States of America United States Dollar, the official currency of the Unites States of America Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in India. Working Days Y-o-Y All days except Saturday, Sunday and any public holiday Year on year 7
COMPANY AND INDUSTRY RELATED TERMS CAD/CAM Computer Aided Design / Computer Aided Manufacturing COCO Company Owned Company Operated COFO Company Owned Franchise Operated CRM Customer Relationship Management Distribution Centres EBO A warehouse which processes, moves and stores goods. A storage facility that takes orders and delivers products. Exclusive Brand Outlets ERP Enterprise resource planning FOFO Franchise Owned Franchise Operated Gsm gramme per square meter LFS Large Format Stores MBO Multi Brand Outlets Mtrs. Meters NCS National Chain Store Pcs. Pieces RTS Ready to Stitch RTW Ready to Wear Retail SIS The word "Retail" appearing in the Prospectus, or any other information material or document regarding the Issue unless otherwise required is expressly intended only to indicate and describe that the term retail be read and understood as "The sale of readymade garments sold by Anshu’s Clothing Limited under brands name "Anshu’s Designer Studio", “Lolipop” and “Kalamkari” directly to ultimate consumers through its own Exclusive brand outlets." Stock Keeping Unit; The lowest level of inventory identifier that uniquely identifies every item a Company inventories, down to size, shape, color, and weight. Shop in Shop Square feet Sq. ft. WTO World Trade Organization SKU/SKUs All other words and expressions used but not defined in this Prospectus, but defined in the Companies Act, 1956, the SEBI DIP Guidelines or in the Securities Contracts (Regulation) Act, 1956 and/ or the Rules and the Regulations made there under, shall have the meanings respectively assigned to them in such Acts or the Rules or the Regulations made there under or any statutory modification or re-enactment thereto, as the case may be. 8
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA: This prospectus refers the terms “We”, “us”, “our”, the “Company”, “Our Company”, “Anshu’s Clothing Limited” and “ACL”, unless the context otherwise signifies or indicates or implies, refers to Anshu’s Clothing Limited All references to “Rupees” or Rs.” or “ ” are to Indian Rupees, the official currency of the Republic of India. In this Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word "Lacs" means "one hundred thousand" and the word "million" means "ten lac" and the word "Crore" means "ten million" and the word “billion” means “one hundred crore”; and all references to “Rupees” or “Rs” are to Indian Rupees and all references to “Dollar” or “ ” are to US Dollars. In the Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding off. Unless stated otherwise, the financial data in the Prospectus
Registrar of Companies, Ahmedabad, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura , Ahmedabad-380013. SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time. SEBI (ICDR) Regulations SEBI (Issue of Capital and .
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Company offering shares to public shall publish a prospectus Contents of a prospectus Minimum amount required to be raised to be stated in prospectus Companies continuously offering shares to the public Offences relating to the issue of a prospectus Civil liability for mis-statements in prospectus
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consultation closes on 5 October 2018 and ESMA’s final report will be published by 31 March 2019. Article 13 of the New Prospectus Regulation states that the European Commission shall adopt delegated acts regarding the format of the prospectus and the schedules defining the specific information to be included in the prospectus. .
The level of management responsible for developing strategic goals is: A. line B. supervisor C. functional D. senior . D. other organisations that do business with the 14 Where a stakeholder is identified as having high interest and low power, an organisation should: keep them satisfied monitor their interests and power C. manage them closely keep them informed 15. Highfield Aeet 12 .
