As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/01/05  Novel Apparel (BVI) Ltd           SC 13D/A               2:27K  Novel Denim Holdings Ltd          RR Donnelley/FA
          Westleigh Ltd

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2 to Schedule 13D                     HTML     25K 
 2: EX-99.C     Ex-99.C: Joint Filing Agreement                     HTML      8K 

Novel Denim Holdings Limited

(Name of Issuer)

Ordinary Shares, $1.00 par value

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(Title of Class of Securities)

G6674P109

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(CUSIP Number)

Mario Ponce
Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, New York 10017
(212) 455-2000

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 28, 2005

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(Date of Event Which Requires Filing of this Statement)

TABLE OF CONTENTS

	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
SIGNATURE
EX-99.C: JOINT FILING AGREEMENT

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Table of Contents

Item 4. Purpose of Transaction

Item 4 of Schedule 13D, filed on December 9, 1999, is hereby amended by adding thereto the information below.

     (a)-(b) On February 28, 2005, the members of the Company approved the Agreement and the Agreement and Plan of Merger, dated as of December 13, 2004, by and among Novel Denim, NDH Acquisition Limited, Novel Apparel (BVI) Limited and Novel Holdings (BVI) Limited (the “Agreement and Plan of Merger”). In accordance with the Agreement and Plan of Merger, the merger of NDH Acquisition Limited with and into Novel Denim became effective on February 28, 2005. As a result of the merger, Novel Denim is now wholly owned by Novel Apparel (BVI) Limited and Kee Chung Chao, Director, Chief Executive Officer and President of Novel Denim and each ordinary share of Novel Denim, par value $1.00 per share, held immediately prior to the merger by members other than Novel Apparel (BVI) Limited and Kee Chung Chao now represents the right to receive U.S.$1.20 in cash, without interest. Novel Apparel (BVI) Limited and Kee Chung Chao will receive ordinary shares in the surviving company in exchange for their ordinary shares in Novel Denim held immediately prior to the merger. Novel Apparel (BVI) Limited now owns 4,550 ordinary shares (90%) in the surviving company.

     (c) N/A

     (d) Following the effective time of the merger, the directors and officers of the Company shall be the directors and officers of the surviving company.

     (e)-(g) N/A

     (h)-(i) Novel Denim, having less than 300 members of record after completion of the merger, filed a Form 15 with the Securities and Exchange Commission on February 28, 2005 to deregister its ordinary shares and to cease filings as a reporting company under the 1934 Act, effective February 28, 2005. Novel Denim expects the deregistration to be effective within 90 days after the filing of the Form 15. The obligations of Novel Denim and its members to file with the Securities and Exchange Commission certain reports and forms, including Schedule 13D, Form 20F and Form 6-K, are suspended immediately as of the filing date of the Form 15 and will cease as of the effective date of the Form 15. The ordinary shares of the Company were delisted from the NASDAQ SmallCap Market on February 28, 2005.

Item 5. Interest in Securities of the Issuer

Item 5 of Schedule 13D, filed on December 9, 1999, is hereby amended by adding thereto the information below.

     (a)-(b) See Item 4 (a)-(b) above.

     (c)-(e) N/A

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.