Prospectus
Date: June 13, 2023
Please read Section 26 & 32 of the Companies Act, 2013
Fixed Price Issue
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AATMAJ HEALTHCARE LIMITED | ||||
(CIN:U85100GJ2014PLC079062) | ||||
Registered Office | Corporate | Contact Person | Email and Telephone | Website |
Office | ||||
"Jupiter Hospital", | Mrs. Radhika Hissaria, | Email: | www.jupiterhospitalvadodara.com | |
Opp. ICAI Bhavan, | - | Company Secretary & | cs@jupiterhospitalvadodara.com | |
Sunpharma Ataladra | Compliance Officer | |||
Road, Vadodara- | Tel. No.: +91 9714059465 | |||
390012, Gujarat, India | ||||
PROMOTERS OF OUR COMPANY: DR. TUSHAR SUVAGIYA, DR. SUBHASH PADMANI AND DR. RAVI APTE | ||||
DETAILS OF THE ISSUE | ||||
Type | Fresh Issue Size | OFS Size | Total Issue Size | Eligibility |
(In ₹ Lakhs) | (By No. of Shares or by | |||
Amt. in ₹) | ||||
64,00,000 Equity | ||||
Fresh Issue | Shares | Nil | ₹ 3,840.00 Lakhs | This issue is being made in terms of |
aggregating to ₹ | chapter IX of the SEBI (ICDR) | |||
3,840.00 Lakhs | Regulations, 2018 as amended. |
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT APPLICABLE
AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
This being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 5/- each and the Issue Price is 12 times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in "Basis for Issue Price" on page no. 109 of this 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 or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 the 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 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 contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" on page no. 30 of this Prospectus.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 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 the Prospectus are proposed to be listed on the SME Platform of NSE i.e., NSE Emerge. Our Company has received 'in-principle' approval from the NSE for using its name in the issue document for the listing of the Equity Shares, pursuant to letter dated June 01, 2023. For the purpose of the Issue, the Designated Stock Exchange shall be NSE.
LEAD MANAGER TO THE ISSUE | ||
Name and Logo | Contact Person | Email and Telephone |
Email: akshesh@nirbhaycapital.com | ||
Mr. Akshesh Dave | Tel. No.: +91 79 48970649 | |
M. No.: +91 9727734956 | ||
Nirbhay Capital Services Private Limited | ||
REGISTRAR TO THE ISSUE | ||
Email: | ||
Shanti Gopalkrishnan | aatmajhealthcare.smeipo@linkintime.co.in | |
Link Intime India Private Limited | Tel: +91 22 49186200 | |
ISSUE PROGRAMME | ||
ISSUE OPENS ON | ISSUE CLOSES ON | |
Monday, June 19, 2023 | Wednesday, June 21, 2023 |
Prospectus
Date: June 13, 2023
Please read Section 26 & 32 of the Companies Act, 2013
Fixed Price Issue
AATMAJ HEALTHCARE LIMITED
(CIN:U85100GJ2014PLC079062)
Our Company was originally incorporated under the name 'Aatmaj Healthcare Private Limited' under the provisions of the Companies Act, 1956 and Certificate of Incorporation was issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli on March 10, 2014. The status of the Company was changed to public limited and the name of our Company was changed to 'Aatmaj Healthcare Limited' vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of our Company held on November 16, 2022. The fresh certificate of incorporation consequent to conversion was issued on December 6, 2022 by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is U85100GJ2014PLC079062. For further details on incorporation and registered office of our Company, see "History and Certain Corporate Matters" beginning on page no. 166 of this Prospectus.
Registered Office: "Jupiter Hospital", Opp. ICAI Bhavan, Sunpharma Ataladra Road, Vadodara-390012, Gujarat, India;
Tel. No.: +91 9714059465; Email: cs@jupiterhospitalvadodara.com; Website: www.jupiterhospitalvadodara.com;
Contact Person: Mrs. Radhika Hissaria, Company Secretary & Compliance Officer
PROMOTERS OF OUR COMPANY: DR. TUSHAR SUVAGIYA, DR. SUBHASH PADMANI & DR. RAVI APTE
THE ISSUE
INITIAL PUBLIC ISSUE OF 64,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH ("EQUITY SHARES") OF AATMAJ HEALTHCARE LIMITED ("OUR COMPANY" OR "THE ISSUER COMPANY") FOR CASH AT A PRICE ₹60/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹55/-PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO ₹ 3,840.00 LAKHS ("THE ISSUE"), OF WHICH 3,21,000 EQUITY SHARES OF FACE VALUE OF ₹5/- EACH FOR A CASH PRICE OF ₹ 60/- PER EQUITY SHARE, AGGREGATING TO ₹ 192.60 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 60,79,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH AT AN ISSUE PRICE OF ₹ 60/- PER EQUITY SHARE AGGREGATING TO ₹ 3,647.40 LAKHS (IS HEREINAFTER REFERRED TO AS THE "NET ISSUE"). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 28.32% AND 26.90%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE NO. 309 OF THIS PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 5/- EACH AND THE ISSUE PRICE IS 12 TIMES OF THE FACE VALUE
In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-issuepaid-up Equity Share capital of our Company. This issue is being made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein a minimum 50% of the Net Issue is allocated for Retail Individual Investors and the balance shall be offered to individual applicants other than Retail Individual Investors and other investors including corporate bodies or institutions, QIBs and Non-Institutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice-versa subject to valid applications being received from them at or above the Issue Price. Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail Individual Investors shall be allocated that higher percentage. All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the respective bank accounts and / or UPI IDs, in case of RIIs, if applicable, 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" beginning on page no. 321 of this Prospectus. A copy will be filed with the Registrar of Companies as required under Section 26 and Section 28 of the Companies Act, 2013.
RISK IN RELATION TO FIRST ISSUE
This being the first public offer of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares of our Company is ₹ 5/- each and the Issue Price is 12 times of face value per Equity Share. The Issue Price (has been determined and justified by our Company inconsultation with the Lead Manager, as stated under chapter titled "Basis for Issue Price" beginning on page no. 109 of this Prospectus should not be taken to be indicativeof 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 Sharesor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the riskof losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the 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 in the Issue have not been recommendedor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specificattention of the investors is invited to "Risk Factors" on page no. 30 of this Prospectus.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 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 the Prospectus are proposed to be listed on the SME Platform i.e., NSE Emerge of National Stock Exchange of India Limited ("NSE"). Our Company has received 'in-principle'approval from NSE for using its name in the issue document for the listing of the Equity Shares, pursuant to letter dated June 01, 2023. For the purpose ofthe Issue, the
Designated Stock Exchange shall be NSE. | |
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
Nirbhay Capital Services Private Limited | Link Intime India PrivateLimited |
CIN: U67120GJ2006PTC047985 | CIN: U67190MH1999PTC118368 |
Address: 201, Maruti Crystal, Opp. Rajpath Club, S.G. Highway, Bodakdev, Ahmedabad- | Address: C-101, 247 Park, 1st Floor, L.B.S. Marg,Vikhroli West, Mumbai - 400083, |
380054, Gujarat, India. | Maharashtra, India. |
Tel. No.: +91 79 48970649, M. No.: +91 9727734956 | Tel: +91 22 49186200 |
Fax No.: N.A. | Fax No.: N.A. |
Email: akshesh@nirbhaycapital.com | Email: aatmajhealthcare.smeipo@linkintime.co.in |
Investor Grievance Email: ipo@nirbhaycapital.com | Investor grievance E-mail: aatmajhealthcare.smeipo@linkintime.co.in |
Website: www.nirbhaycapital.com | Website: www.linkintime.co.in |
Contact Person: Mr. Akshesh Dave | Contact Person : Shanti Gopalkrishnan |
SEBI Registration No.: INM000011393 | SEBI Registration No. : INR000004058 |
ISSUE PROGRAMME | |
ISSUE OPENS ON | ISSUE CLOSES ON |
Monday, June 19, 2023 | Wednesday, June 21, 2023 |
TABLE OF CONTENTS | |
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND | |
CURRENCY PRESENTATION | 19 |
FORWARD LOOKING STATEMENTS | 21 |
SECTION II-OFFERDOCUMENT SUMMARY | 23 |
SECTION III-RISKFACTORS | 30 |
SECTION IV- INTRODUCTION | 53 |
THE ISSUE | 53 |
SUMMARY OF FINANCIAL INFORMATION | 55 |
GENERAL INFORMATION | 62 |
CAPITAL STRUCTURE | 73 |
OBJECTS OF THE ISSUE | 96 |
BASIS FOR ISSUE PRICE | 109 |
STATEMENT OF TAX BENEFITS | 112 |
SECTION V-ABOUTTHE COMPANY | 115 |
INDUSTRY OVERVIEW | 115 |
OUR BUSINESS | 126 |
KEY INDUSTRY REGULATIONS AND POLICIES | 156 |
HISTORY AND CERTAIN CORPORATE MATTERS | 168 |
OUR MANAGEMENT | 173 |
OUR PROMOTERS AND PROMOTER GROUP | 192 |
OUR GROUP COMPANIES/ENTITIES | 199 |
OUR SUBSIDIARY | 209 |
DIVIDEND POLICY | 210 |
SECTION VI-FINANCIALINFORMATION | 211 |
RESTATED FINANCIAL INFORMATION | 211 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
OPERATIONS | 280 |
FINANCIAL INDEBTEDNESS | 287 |
CAPITALIZATION STATEMENT | 290 |
SECTION VII-LEGALAND OTHER INFORMATION | 291 |
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS | 291 |
GOVERNMENT AND OTHER STATUTORY APPROVALS | 294 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 301 |
SECTION VIII -ISSUEINFORMATION | 311 |
TERMS OF THE ISSUE | 311 |
ISSUE STRUCTURE | 319 |
ISSUE PROCEDURE | 323 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 380 |
SECTION IX-DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF | |
ASSOCIATION | 382 |
SECTION X - OTHER INFORMATION | 428 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 428 |
DECLARATION | 430 |
1
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time.
The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made there under.
Notwithstanding the foregoing, terms used in the sections and chapter "Statement of Tax Benefits", "Financial Information" and "Description of Equity Shares and terms of Articles Of Association" on page no. 112, 209 and 380 respectively, shall have the meaning ascribed to such terms in such sections.
General Terms
Term | Description | ||
"Company", | "our | Aatmaj Healthcare Limited, a public limited company incorporated under the | |
Company", | "Aatmaj", | Companies Act, 1956 having its registered office at "Jupiter Hospital", Opp. ICAI | |
"AHL", "the Company", | Bhavan, Sunpharma Ataladra Road, Vadodara - 390012, Gujarat, India. | ||
"the Issuer", | "the Issuer | ||
Company", | Aatmaj | ||
Healthcare Limited | |||
"we", "us", or "our" | Unless the context otherwise indicates or implies, refers to our Company. | ||
"you", "your" or "yours" | Prospective investors in this Issue | ||
Company Related Terms | |||
Term | Description | ||
Articles/Articles | of | The Articles/Articles of Association of our Company as amended from time to time. | |
Association/AoA | |||
Audit Committee | The committee of the Board of Directors constituted as our Company's audit | ||
committee in accordance with in accordance with Regulation 18 of the SEBI Listing | |||
Regulations and Section 177 of the Companies Act, 2013. For details, please refer | |||
chapter titled "Our Management" on page no. 171 of this Prospectus. | |||
Auditor/Statutory | The Statutory Auditor of our Company, namely, M/s. Bela Mehta & Associates, | ||
Auditor/Independent | Chartered Accountants (Firm Registration No. or FRN: 101073W) having their office | ||
Auditor | at A-204, Shree Siddhi Vinayak Complex, Opp. Railway Station (West Side), | ||
Alkapuri, Vadodara-390007, Gujarat, India. | |||
Bankers to our Company | Axis Bank Limited and HDFC Bank Limited | ||
Board/Board | of | Board of Directors of our Company or a duly constituted committee thereof. For | |
Directors/our Board | further details of our Directors, please refer to chapter titled "Our Management" | ||
beginning on page no. 171 of this Prospectus. | |||
Chief | Financial | Mr. Pratik Gandhi, the Chief Financial Officer of our Company. | |
Officer/CFO | |||
CIN | Corporate Identification Number of our Company i.e. U85100GJ2014PLC079062 | ||
CMD | Chairman and Managing Director | ||
2 |
Term | Description | |
Companies Act | The Companies Act, 1956/2013 as amended from time to time. | |
Company Secretary and | Mrs. Radhika Hissaria, the Company Secretary and the Compliance Officer of our | |
Compliance Officer | Company. | |
Corporate | Social | The committee of the Board of directors constituted as our Company's corporate social |
Responsibility | responsibility committee in accordance with Section 135 of the Companies Act, 2013. | |
Committee | For details, please refer chapter titled "Our Management" on page no. 171 of this | |
Prospectus. | ||
Depositories Act | The Depositories Act, 1996, as amended from time to time | |
DIN | Director Identification Number | |
Director(s)/our | The director(s) on the Board of our Company as appointed from time to time. | |
Director(s) | ||
Equity Shareholders | Persons/Entities holding Equity Shares of our Company. | |
Equity Shares | Equity shares of our Company of face value of ₹ 5/- each. | |
Executive Directors/ED | Executive directors of our Company as appointed from time to time | |
Group | Companies/Entities with which there have been related party transactions during the | |
Companies/Entities | last three financial years, as covered under the applicable accounting standards and | |
other companies as considered material by the Board in accordance with the | ||
Materiality Policy. | ||
Independent Director(s) | The independent director(s) of our Company, in terms of Section 2(47) and Section | |
149(6) of the Companies Act, 2013and as defined under the Listing Regulations. | ||
Indian GAAP | Generally Accepted Accounting Principles in India | |
ISIN | International Securities Identification Number INE0OB201016 | |
Key | Managerial | Key management personnel of our Company in terms of Regulation 2(1)(bb) of the |
Personnel/KMP | SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, 2013 as described | |
in the chapter titled "Our Management" on page no. 171 of this Prospectus. | ||
License Agreement | Trademark license agreement dated April 25, 2022 entered into between Jupiter Life | |
Line Hospitals Limited and our Company. | ||
Managing Director/MD | Dr. Tushar Suvagiya, the Managing Director of our Company. | |
Materiality Policy | A policy adopted by our Company, in its Board meeting held on December 16, 2022 | |
for identification of group companies/entities, material creditors and material | ||
litigations pursuant to the disclosure requirements under the SEBI (ICDR) Regulations. | ||
Memorandum of | Memorandum of Association of our Company, as amended from time to time. | |
Association/MoA/ | ||
Memorandum | ||
Non Residents/NRI | A person resident outside India, as defined under FEMA and who is a citizen of India | |
or a Person of Indian Origin under Foreign Outside India Regulations, 2000. | ||
Nomination and | The committee of the Board of directors constituted as our Company's nomination and | |
Remuneration | remuneration committee in accordance with Regulation 19 of the SEBI Listing | |
Committee | Regulations and Section 178 of the Companies Act, 2013. For details, please refer | |
chapter titled "Our Management" on page no. 171 of this Prospectus. | ||
Non-executive Directors | A Director not being an Executive Director or an Independent Director. | |
Peer Review Auditor | M/s Bela Mehta & Associates, Chartered Accountants (Firm Registration No. or FRN: | |
101073W) having their office at A-204, Shree Siddhi Vinayak Complex, Opp. Railway | ||
Station (West Side), Alkapuri, Vadodara-390007, Gujarat, India. | ||
Promoter/Promoters/ | Promoters of our Company being Dr. Tushar Suvagiya, Dr. Subhash Padmani and Dr. | |
our Promoters | Ravi Apte, for further details, please refer chapter titled "Our Promoters and Promoter | |
3 |
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Aatmaj Healthcare Ltd. published this content on 19 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2023 21:19:05 UTC.