-
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUEPANTOMATH CAPITAL ADVISORS PRIVATE LIMITED 406-408, Keshva Premises, Behind Family Court,Bandra Kurla Complex,Bandra East, Mumbai - 400051 Tel: +91-22 61946725Fax: +91-22 2659 8690Website:www.pantomathgroup.comEmail: [email protected] Grievance Id: [email protected] Person: Saahil KinkhabwalaSEBI Registration No:INM000012110
BIGSHARE SERVICES PRIVATE LIMITEDE/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 072Tel: +91 22 40430200Fax: +91 22 28475207Email: [email protected]: www.bigshareonline.comInvestor Grievance Id:[email protected] Contact Person: Babu RaphaelSEBI Registration Number: INR000001385
BID/ ISSUE PROGRAMMEBID/ISSUE OPENS ON: [●] BID/ISSUE CLOSES ON: [●]
DRAFT RED HERRING PROSPECTUSDated: June 5, 2017
Read section 32 of the Companies Act, 2013(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
Book Built Offer
ADROIT INDUSTRIES (INDIA) LIMITEDOur Company was originally formed and registered as a partnership firm under The Indian Partnership Act, 1932 and was thereafter converted from a partnership firm to a Public Limited Company under Part IX of the Companies Act, 1956 with the name of “Adroit Industries (India) Limited” and received a Certificate of Incorporation issued by Additional Registrar of Companies, Maharashtra, Mumbai on January 09, 1995 bearing Registration No. 011-84474. However, Certificate of Commencement of Business was issued by the Registrar of Companies on January 20, 2011. The Corporate Identification Number of our Company is U74999MH1995PLC084474.For details of incorporation, change of name and registered office of our Company, please refer to chapter titled “General Information” and “Our History and Certain Other Corporate Matters” beginning on page 59 and 166 respectively of this Draft Red Herring Prospectus.
Registered Office: 308, Acme Plaza, Opp. Sangam Cinema, Andheri Kurla Road, Andheri (East), Mumbai - 400 059 Maharashtra, IndiaCorporate Office: 44-59 Sector D2 Industrial Area, Sanwer Road, Indore 452015, Madhya Pradesh, India
Tel. No.: 9826783607; Fax No.: NA; E-mail: [email protected]; Website: www.adroitindustries.comContact Person: Nikita Sharma, Company Secretary and Compliance Officer
PROMOTER OF OUR COMPANY: MUKESH SANGLA AND SAURABH SANGLA
THE OFFERPUBLIC OFFER OF UPTO 67,85,600 EQUITY SHARES OF FACE VALUE OF 10/- EACH (“EQUITY SHARES”) OF ADROIT INDUSTRIES (INDIA) LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE) AGGREGATING UP TO RS [●] LAKHS (“OFFER”) COMPRISING A FRESH ISSUE OF UPTO 38,40,000 EQUITY SHARES AGGREGATING UP TO RS. [●] LAKHS* BY THE COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UPTO 4,91,200 EQUITY SHARES BY MUKESH SANGLA, UPTO 7,60,000 EQUITY SHARES BY MUKESH SANGLA HUF, UPTO 7,79,200 EQUITY SHARES BY MONICA SANGLA AND UPTO 9,15,200 EQUITY SHARES BY AVANTIKA SANGLA (COLLECTIVELY REFERRED TO AS THE “ PROMOTOR/PROMOTOR GROUP SELLING SHAREHOLDERS”) AGGREGATING UPTO 29,45,600 EQUITY SHARES BY THE PROMOTOR/PROMOTOR GROUP SELLING SHAREHOLDERS (“OFFER FOR SALE”) AND TOGETHER WITH THE FRESH ISSUE (“THE OFFER”).THE OFFER COMPRISES OF UPTO 3,47,200 EQUITY SHARES OF FACE VALUE RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING RS. [●] LAKHS WHICH WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE OFFER LESS MARKET MAKER RESERVATION PORTION I.E. OFFER OF UPTO 64,38,400 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING RS. [●] IS HEREINAFTER REFERED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WILL CONSTITUTE [●] AND [●] RESPECTIVELY OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN [●] EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [●], [●] EDITIONS OF THE HINDI NATIONAL NEWSPAPER [●] AND [●] EDITIONS OF THE REGIONAL NEWSPAPER , EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE SME PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE EMERGE”, REFERRED TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITEIn case of any revisions in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the BRLM and the terminals of the Syndicate Members (defined herein below).In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an 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 the chapter titled “Offer Procedure” beginning on page 305 of this Draft Red Herring Prospectus. A copy of Red Herring Prospectus and Prospectus will be delivered for registration to the Registrar as required under Section 32 and Section 26 respectively of the Companies Act, 2013.THE OFFER IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI (ICDR) REGULATIONS”).FOR FURTHER DETAILS PLEASE REFER THE SECTION TITLED ‘OFFER INFORMATION’ BEGINNING ON PAGE 295 OF THIS DRAFT RED HERRING PROSPECTUS.
RISK IN RELATION TO THE FIRST OFFERThis 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 Rs. 10 each. The Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Offer Price (determined and justified by our Company in consultation with the BRLM as stated in “Basis for Offer Price” on page [●] 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 RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares issued in the Offer 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 19 of this Draft Red Herring Prospectus.
COMPANY’S AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer; that the information contained in this Draft Red Herring 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 Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Selling Shareholders, severally and not jointly, accept responsibility for and confirm only to the extent of the information in the statements specifically confirmed or undertaken by such Selling Shareholders and the respective proportion of the Offered Shares offered by them in this Draft Red Herring Prospectus
LISTINGThe Equity Shares of our Company issued through this Draft Red Herring Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (‘NSE EMERGE’). 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 issued in this Offer. However, our Company has received an approval letter dated [●] from NSE for using its name in the Offer document for listing of our shares on the SME Platform of NSE. For the purpose of this Offer, EMERGE Platform of the NSE shall be the Designated Stock Exchange.
*Subject to finalisation of Basis of Allotment
-
Page 1 of 404
Table of Contents
SECTION I – GENERAL .................................................................................................................. 3 DEFINITION AND ABBREVIATION ............................................................................................. 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................. 17 FORWARD LOOKING STATEMENT .......................................................................................... 18 SECTION II – RISK FACTORS ...................................................................................................... 19 SECTION III – INTRODUCTION .................................................................................................. 41 SUMMARY OF OUR INDUSTRY ................................................................................................. 41 SUMMARY OF BUSINESS ............................................................................................................ 46 SUMMARY OF FINANCIAL STATEMENTS .............................................................................. 52 THE OFFER ..................................................................................................................................... 57 GENERAL INFORMATION ........................................................................................................... 59 CAPITAL STRUCTURE ................................................................................................................. 69 OBJECTS OF THE OFFER ........................................................................................................... 109 BASIS OF THE OFFER ................................................................................................................. 119 STATEMENT OF POSSIBLE TAX BENEFITS .......................................................................... 121 SECTION IV: ABOUT THE COMPANY ..................................................................................... 124 OUR INDUSTRY ........................................................................................................................... 124 OUR BUSINESS ............................................................................................................................ 142 KEY INDUSTRY REGULATIONS AND POLICIES .................................................................. 153 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ....................................... 166 OUR MANAGEMENT .................................................................................................................. 170 OUR PROMOTER AND PROMOTER GROUP .......................................................................... 183 OUR GROUP COMPANIES ......................................................................................................... 187 RELATED PARTY TRANSACTION ........................................................................................... 195 DIVIDEND POLICY ..................................................................................................................... 196 SECTION V: FINANCIAL STATEMENTS AS RESTATED ..................................................... 197 MANAGEMENT‘S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ....................................................................................................... 232 FINANCIAL INDEBTEDNESS .................................................................................................... 241 SECTION VI – LEGAL AND OTHER INFORMATION ............................................................ 246 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS .................................. 246 GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................... 275 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................. 283 SECTION VII – OFFER INFORMATION ................................................................................... 295 TERMS OF THE OFFER ............................................................................................................... 295 OFFER STRUCTURE ................................................................................................................... 302 OFFER PROCEDURE ................................................................................................................... 305 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................. 353 SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ............................. 356 SECTION IX – OTHER INFORMATION .................................................................................... 399 DECLARATION ............................................................................................................................ 401
-
Page 2 of 404
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933,
as amended (“U.S. Securities Act”) or any state securities laws in the United States and may not
be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons”
(as defined in Regulation S), except pursuant to exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities laws. Accordingly, the Equity Shares are
being offered and sold only outside the United States in offshore transaction in reliance on
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those
offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any
other jurisdiction outside India and may not be offered or sold, and application may not be made
by persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
-
Page 3 of 404
SECTION I – GENERAL
DEFINITION AND ABBREVIATION
In this Draft Red Herring Prospectus, unless the context otherwise requires, the terms and abbreviations
stated hereunder shall have the meanings as assigned therewith.
Company Related Terms
Term Description
―Adroit Industries (India)
Limited‖, or ―the Company‖
,or ―our Company‖ or ―we‖,
―us‖, ―our‖, or ―Issuer‖ or the
―Issuer Company‖
Unless the context otherwise requires, refers to Adroit Industries
(India) Limited, a public limited company incorporated under the
provisions of the Companies Act, 1956
―Articles‖ or ―Articles of
Association‖ or ―AOA‖
The Articles of Association of our Company, as amended from time
to time
―Auditor‖ or ―Statutory
Auditor‖
The statutory auditor of our Company, being M/s .Ashok Khasgiwala
& Co, Chartered Accountants
Avantika Sangla offered shares Upto 9,15,200 Equity Shares offered by Avantika Sangla in the Offer
for Sale as per authorization letter dated May 22, 2017
Banker to our Company
Such banks which are disclosed as bankers to the Company in the
chapter titled ‗General Information‘ beginning on page 59 of this
Draft Red Herring Prospectus.
―Board‖ or ―Board of
Directors‖ or ―our Board‖
The Board of Directors of our Company, as duly constituted from
time to time, or committee(s) thereof
Company Secretary and
Compliance Officer
The Company Secretary and Compliance Officer of our Company
being Nikita Sharma
Corporate Office The Corporate office of our Company situated at 44-59 Sector D2
Industrial Area, Sanwer Road, Indore 452015, Madhya Pradesh, India.
Director(s) The Director(s) of our Company, unless otherwise specified
Equity Shares Equity Shares of our Company of face value of Rs. 10/- each fully
paid up unless otherwise specified in the context thereof.
Equity Shareholders Persons/Entities holding Equity Shares of our Company
Group Companies
Such companies as are included in the chapter titled ―Our Group
Companies‖ beginning on page number 187 of this Draft Red Herring
Prospectus
ISIN ISIN International Securities Identification Number. In this case being
[●]
Monica Sangla offered shares Upto 7,79,200 Equity Shares offered by Monica Sangla in the Offer
for Sale as per authorization letter dated May 22, 2017
Mukesh Sangla offered shares Upto 4,91,200 Equity Shares offered by Mukesh Sangla in the Offer
for Sale as per authorization letter dated May 22, 2017
Mukesh Sangla (HUF) offered
shares
Upto 7,60,000 Equity Shares offered by Mukesh Sangla (HUF) in the
Offer for Sale as per authorization letter dated May 22, 2017
―Memorandum of Association‖
or ―Memorandum‖ or ―MOA‖
The Memorandum of Association of our Company, as amended from
time to time
Peer Reviewed Auditor
The Peer Reviewed Auditor of our Company means an, Independent
Auditor having a valid Peer Review Certificate in our case being M/s
Ashok Khasgiwala & Co., Chartered Accountants
―Promoters‖ or ―our
Promoters‖ Promoters of our Company being Mukesh Sangla and Saurabh Sangla
-
Page 4 of 404
Term Description
Promoter Group
Included such persons and entities constituting the promoter group of
our Company in terms of Regulation 2(1)(zb) of the SEBI (ICDR)
Regulations and as enlisted in the chapter titled ―Our Promoter and
Promoter Group‖ beginning on page 183 of this Draft Red Herring
Prospectus.
The Promoter Group of our Company does not include Rajendra
Agarwal, Yashwant Sangla, Vijaya Goyal, Veena Agarwal, Veenu
Mangal, Amritlal Gupta, Mahesh Gupta, Nagesh Gupta, Sushil Gupta,
Anjana Gupta, Anish Gupta, Anika Gupta
Registered Office
The Registered office of our Company situated at 308, Acme Plaza,
Opp. Sangam Cinema, Andheri Kurla Road, Andheri (East), Mumbai
- 400 059 Maharashtra, India.
RoC / Registrar of Companies The Registrar of Companies, Rajasthan (ROC Mumbai), Corporate
Bhawan 100, Everest, Marine Drive Mumbai- 400002, India.
Shareholders Shareholders of our Company
Selling Shareholders Mukesh Sangla, Mukesh Sangla (HUF), Avantika Sangla, Monica
Sangla
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document Offerd by the Designated Intermediary to a
Bidder as proof of registration of the Bid.
Allotment Advice Note or advice or intimation of Allotment sent to the
Bidders/Applicants who have been allotted Equity Shares after the
Basis of Allotment has been approved by the designated Stock
Exchanges.
Allotment/ Allot/ Allotted
Unless the context otherwise requires, allotment of the Equity Shares
pursuant to the Fresh Issue and transfer of the respective portion of the
Offered Shares by each of the Selling Shareholders pursuant to the
Offer for Sale to the successful Bidders
Allottee(s) Successful Applicant(s) to whom Equity Shares of our Company have
been allotted
Applicant/ASBA Applicant
Any prospective investor who makes an application for Equity Shares
of our Company in terms of the Red Herring Prospectus. All the
applicants should make application through ASBA only.
Application Amount The amount at which the Applicant makes an application for Equity
Shares of our Company in terms of the Red Herring Prospectus
Application Collecting
Intermediaries
1. a SCSB with whom the bank account to be blocked, is
maintained
2. a syndicate member (or sub-syndicate member), if any
3. a stock broker registered with a recognized stock exchange (and
whose name is mentioned on the website of the stock exchange
as eligible for this activity)(‗broker‘)
4. a depository participant (‗DP‘) (whose name is mentioned on the
website of the stock exchange as eligible for this activity)
5. a registrar to an issue and share transfer agent (‗RTA‘) (whose
name is mentioned on the website of the stock exchange as
eligible for this activity)
Bid cum Application Form The Form in terms of which the prospective investors shall apply for
our Equity Shares in the Issue
ASBA / Application Supported
by Blocked Amount
An application, whether physical or electronic, used by Bidders, to
make a Bid authorising an SCSB to block the Bid Amount in the
-
Page 5 of 404
Term Description
ASBA Account
ASBA Account
An account maintained with an SCSB and specified in the Bid cum
Application Form submitted by Bidders for blocking the Bid Amount
mentioned in the Bid cum Application Form
ASBA Application Location(s)
/ Specified Cities
Locations at which ASBA Applications can be uploaded by the
SCSBs, namely Mumbai, New Delhi, Chennai, Kolkata, and Indore
Banker(s) to the Offer
The banks which are clearing members and registered with SEBI as
Banker to an Issue with whom the Public Issue Account will be
opened and in this case being ICICI Bank Limited and HDFC Bank
Limited
Basis of Allotment
The basis on which Equity Shares will be Allotted to the successful
Bidders under the Offer and which is described under chapter titled
―OfferProcedure‖ beginning on page 305 of this Draft Red Herring
Prospectus.
Bid
An indication to make an offer during the Bid/offer Period by a
Bidder pursuant to submission of the Bid cum Application Form, to
subscribe to or purchase the Equity Shares at a price within the Price
Band, including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations in accordance with the Red
Herring Prospectus and Bid cum Application Form
Bid Amount The highest value of optional Bids indicated in the Bid cum
Application Form and in the case of Retail Individual Bidders Bidding
at Cut Off Price, the Cap Price multiplied by the number of Equity
Shares Bid for by such Retail Individual Bidder and mentioned in the
Bid cum Application Form and payable by the Retail Individual
Bidder or blocked in the ASBA Account upon submission of the Bid
in the Offer
Bid cum Application Form The application form in terms of which a Bidder (including an ASBA
Bidder) makes a Bid in terms of the Red Herring Prospectus and
which will be considered as an application for Allotment
Bid/Offer Closing date The date after which the Syndicate, the Designated Branches and the
Registered Brokers will not accept any Bids, which shall be notified in
[●] edition of the English national newspaper [●], [●] edition of the
Hindi national newspaper [●], and [●] edition of the regional
newspaper [●], each with wide circulation and in case of any revision,
the extended Bid/Offer Closing Date shall also be notified on the
website and terminals of the Syndicate and SCSBs, as required under
the SEBI (ICDR) Regulations
Bid/ Offer Opening Date The date on which the Syndicate, the Designated Branches and the
Registered Brokers shall start accepting Bids, which shall be notified
in [●] edition of the English national newspaper [●], [●] edition of the
Hindi national newspaper [●], and [●] edition of the regional
newspaper [●], each with wide circulation, and in case of any
revision, the extended Bid/Offer Opening Date also to be notified on
the website and terminals of the Syndicate and SCSBs, as required
under the SEBI ICDR Regulations.
Bid/ Offer Period The period between the Bid/Issue Opening Date and the Bid/Issue
Closing Date inclusive of both the days during which prospective
Investors may submit their bids, including any revision thereof.
Bid/ Offer Price The price at which the Equity Shares are being issued by our
Company under the Red Herring Prospectus being Rs. [●]/- per
Equity Share of face value of Rs. 10 each fully paid
Bid/ Offer Proceeds Proceeds from the Issue that will be available to our Company, being
-
Page 6 of 404
Term Description
Rs. [●] Lakhs
Bidder Any prospective investor who intends to bid for Equity Shares in this
issue in terms of the Red Herring Prospectus
Bidding Centre(s) Centres at which the Designated Intermediaries shall accept the
ASBA Forms, i.e., Designated SCSB Branch for SCSBs, Specified
Locations for Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations
for CDPs.
Book Building Process / Book
Building Method
The book building route as provided under Schedule XI of the SEBI
(ICDR) Regulations , 2009 in terms of which this Issue is being made
Book Running Lead Manager /
BRLM
Book Running Lead Manager to the Issue in this case being
Pantomath Capital Advisors Private Limited, SEBI Registered
Category I Merchant Banker
Broker Centres
Broker centres notified by the Stock Exchanges, where the Bidders
can submit the Bid cum application forms to a Registered Broker. The
details of such broker centres, along with the names and contact
details of the Registered Brokers, are available on the website of
National Stock Exchange of India Limited.
CAN / Confirmation of
Allocation Note
The note or advice or intimation sent to each successful Bidder
indicating the Equity Shares which will be allotted/ transferred, after
approval of Basis of Allotment by the Designated Stock Exchange
Cap Price
The higher end of the Price Band above which the Offer Price will not
be finalised and above which no Bids (or a revision thereof) will be
accepted
Client ID Client Identification Number maintained with one of the Depositories
in relation to demat account.
Collecting Centres
Centres at which the Designated Intermediaries shall accept the
Application Forms, being the Designated SCSB Branch for SCSBs,
Specified Locations for Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
Collecting Depository
Participant or CDP
A depository participant as defined under the Depositories Act, 1996,
registered with SEBI and who is eligible to procure Applications at
the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued
by SEBI
Controlling Branch
Such branch of the SCSBs which coordinate Applications under this
Issue by the ASBA Applicants with the Registrar to the Issue and the
Stock Exchanges 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
Cut-off Price
Offer Price, which shall be any price within the Price Band finalised
by our Company and the Selling Shareholders in consultation with the
BRLMs.
Only Retail Individual Bidders are entitled to Bid at the Cut-off Price.
QIBs and Non Institutional Bidders are not entitled to Bid at the Cut-
off Price.
Demographic Details The demographic details of the Applicants such as their address, PAN,
occupation and bank account details
Depositories
Depositories registered with SEBI under the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 1996, as
amended from time to time, being NSDL and CDSL
Depository Participant A Depository Participant as defined under the Depositories Act, 1996
http://www.sebi.gov.in/
-
Page 7 of 404
Term Description
Designated Branches
Such branches of the SCSBs which shall collect the ASBA
Application Form from the ASBA Applicant and a list of which is
available on
http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-
Certified-Syndicate-Banks-under-the-ASBA-facility
Designated CDP Locations
Such centres of the CDPs where Bidders can submit the Bid Cum
Application Forms. The details of such Designated CDP Locations,
along with names and contact details of the Collecting Depository
Participants eligible to accept Bid cum Application Forms are
available on the website of the Stock Exchange (www.nseindia.com)
and updated from time to time
Designated Date
The date on which the Collection Banks transfer funds from the public
issue accounts, and the SCSBs issue instructions for transfer of funds
from the ASBA Accounts, to the Public Offer Account or the Refund
Account, as appropriate, in terms of the Red Herring Prospectus
following which the Board of Directors may Allot Equity Shares to
successful Bidders in the Fresh Issue and the Selling Shareholders
may give delivery instructions for the transfer of the respective
Offered Shares
Designated RTA Locations
Such centres of the RTAs where Applicants can submit the
Application Forms. The details of such Designated RTA Locations,
along with the names and contact details of the RTAs are available on
the respective websites of the Stock Exchanges (www.nseindia.com
and www.bseindia.com) and updated from time to time
Designated Stock Exchange NSE EMERGE i.e. EMERGE Platform of National Stock Exchange
of India Limited
Draft Red Herring Prospectus
This Draft Red Herring Prospectus dated June 5, 2017 issued in
accordance with the SEBI (ICDR) Regulations, which does not
contain complete particulars of the price at which the Equity Shares
will be Allotted and the size of the Offer
Eligible NRIs
NRIs from jurisdictions outside India where it is not unlawful to make
an issue or invitation under the Issue and in relation to whom this
Prospectus constitutes an invitation to subscribe to the Equity Shares
offered herein
FII/ Foreign Institutional
Investors
Foreign Institutional Investor (as defined under SEBI (Foreign
Institutional Investors) Regulations, 1995, as amended) registered
with SEBI under applicable laws in India.
First/ Sole Bidder
Bidder whose name shall be mentioned in the Bid cum Application
Form or the Revision Form and in case of joint Bids, whose name
shall also appear as the first holder of the beneficiary account held in
joint names
Floor Price
The lower end of the Price Band, at or above which the Issue Price
will be finalised and below which no Bids (or a revision thereof) will
be accepted
Fresh Issue Fresh Issue of upto 38,40,000 Equity Shares aggregating upto Rs. [•]
by our company
General Information Document
The General Information Document for investing in public issues
prepared and issued in accordance with the circular
(CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI
and included in ―Offer Procedure‖ beginning on page 305 of this
Draft Red Herring Prospectus.
Listing Agreement The Equity Listing Agreement to be signed between our Company
http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-Certified-Syndicate-Banks-under-the-ASBA-facilityhttp://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-Certified-Syndicate-Banks-under-the-ASBA-facilityhttp://www.nseindia.com/http://www.nseindia.com/http://www.bseindia.com/
-
Page 8 of 404
Term Description
and the NSE EMERGE i.e. EMERGE Platform of National Stock
Exchange of India Limited
Market Maker
Market Maker appointed by our Company from time to time, in this
case being Pantomath Stock Brokers Private Limited, who has agreed
to receive or deliver the specified securities in the market making
process for a period of three years from the date of listing of our
Equity Shares or for any other period as may be notified by SEBI
from time to time
Market Maker Reservation
Portion
The Reserved Portion of upto 3,47,200 Equity Shares of face value of
Rs. 10 each fully paid for cash at a price of Rs [●]/- per Equity Share
aggregating Rs. [●] lakhs for the Market Maker in this Issue
Market Making Agreement Market Making Agreement dated June 2, 2017 between our Company,
BRLM and Market Maker.
Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time
Net Issue
The Issue excluding the Market Maker Reservation Portion of
64,38,400 Equity Shares of face value of Rs. 10 each fully paid for
cash at a price of Rs [●]/- per Equity Share aggregating Rs. [●] lakhs
by our Company
Net Proceeds
Proceeds of the Fresh Issue less our Company‗s share of the Offer
expenses. For further information about use of the Offer Proceeds and
the Offer expenses, see ―Objects of the Offer‖ on page 109 of this
Draft Red Herring Prospectus.
NIF
National Investment Fund set up by resolution F. No. 2/3/2005-DD-II
dated November 23, 2005 of Government of India published in the
Gazette of India
Non Institutional Investors
All Applicants that are not Qualified Institutional Buyers or Retail
Individual Investors and who have applied for Equity Shares for an
amount more than Rs. 2,00,000
NSE EMERGE EMERGE Platform of National Stock Exchange of India Limited,
NSE EMERGE
NSE National Stock Exchange of India Limited, NSE EMERGE
Offer
The initial public offer of up to 67,85,600 Equity Shares of face value
of Rs.10 each for cash at a price of Rs. [●] each, aggregating up to
Rs.[●] comprising the Fresh Issue of 38,40,000 Equity Shares of face
value of Rs.10 each for cash at a price of Rs. [●] each, aggregating up
to Rs.[●] and the Offer for Sale of, up to 4,91,200 Equity shares by
Mukesh Sangla, upto 7,60,000 Equity Shares by Mukesh Sangla
(HUF),. up to 7,79,200 Equity Shares by Monica Sangla, and up to
9,15,200 Equity Shares by Avantika Sangla collectively aggregating
up to Rs [●]
Offer Agreement
The agreement dated June 2, 2017 between our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements
are agreed to in relation to the Offer.
Offer for Sale
The offer for sale of up to 29,45,600 Equity Shares aggregating up to
Rs.[●] by the Selling Shareholders at the Offer Price in terms of the
Draft Red Herring Prospectus, consisting of Avantika Sangla offered
shares, Monica Sangla Offered Shares, Mukesh Sangla Offered Shares
and Mukesh Sangla (HUF) Offered Shares. Shareholders, see The
Offer on page 57 of this Draft Red Herring Prospectus.
Offer Price
The final price at which Equity Shares will be Allotted in terms of the
Red Herring Prospectus The Offer Price will be decided by our
Company and the Selling Shareholders in consultation with the
-
Page 9 of 404
Term Description
BRLMs on the Pricing Date in accordance with the Book-Building
Process and the Red Herring Prospectus
Offer Proceeds
The proceeds of the Offer that is available to our Company and the
Selling Shareholders For further information about use of Offer
Proceeds, see Objects of the Offer on page 109 of this Draft Red
Herring Prospectus
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 trusts in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly as defined under the
Foreign Exchange Management (Deposit) Regulations, 2000, as
amended from time to time. OCBs are not allowed to invest in this
Issue
Other Investors Investors other than Retail Individual Investors. These include
individual bidders/applicants other than retail individual investors and
other investors including corporate bodies or institutions irrespective
of the number of specified securities applied for.
Person/ Persons
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
Price Band
Price band of a minimum price of Rs. [●] per Equity Share (Floor
Price) and the maximum price of Rs.[●] per Equity Share (Cap Price)
including revisions thereof.
The Price Band and the minimum Bid Lot size for the Offer will be
decided by our Company and the Selling Shareholders in consultation
with the BRLMs and will be advertised at least five Working Days
prior to the Bid/Offer Opening Date, in [●] edition of the English
national newspaper [●], [●] edition of the Hindi national newspaper
[●] and [●] edition of the local newspaper [●], each with wide
circulation
Pricing Date The date on which our Company in consultation with the BRLM,
finalises the Issue Price.
Prospectus
The Prospectus to be filed with the RoC on or after the Pricing Date in
accordance with Section 26 of the Companies Act, 2013, and the
SEBI ICDR Regulations containing, inter alia, the Issue Price, the size
of the Issue and certain other information
Public Offer Account
Account opened with the Bankers to the Offer i.e. ICICI Bank
Limited and HDFC Bank Limited under Section 40 of the Companies
Act, 2013 to receive monies from the SCSBs from the bank accounts
of the ASBA Applicants on the Designated Date.
Public Offer Account
Agreement/ Banker to the
Offer Agreement
Agreement entered on June 2, 2017 amongst our Company, Selling
Shareholders, Book Running Lead Managers, the Registrar to the
Issue and Public Offer Bank/Banker to the Offer for collection of the
Bid Amount on the terms and conditions thereof.
Qualified Institutional Buyers
or QIBs
A Mutual Fund, Venture Capital Fund, Alternative Investment Fund
and Foreign Venture Capital investor registered with the Board, ,
foreign portfolio investor other than Category III foreign portfolio
investor, registered with the Board; a public financial institution as
defined in Section 2(72) of the Companies Act, 2013; a scheduled
commercial bank; a multilateral and bilateral development financial
institution; a state industrial development corporation; an insurance
-
Page 10 of 404
Term Description
company registered with the Insurance Regulatory and Development
Authority; a provident fund with minimum corpus of Rs. 25.00 Crore;
a pension fund with minimum corpus of Rs. 25.00 Crore rupees;
National Investment Fund set up by resolution No. F. No. 2/3/2005 -
DDII dated November 23, 2005 of the Government of India published
in the Gazette of India, insurance funds set up and managed by army,
navy or air force of the Union of India and insurance funds set up and
managed by the Department of Posts, India.
Red Herring Prospectus or
RHP
The Red Herring Prospectus to be issued in accordance with Section
32 of the Companies Act, 2013, and the provisions of the SEBI ICDR
Regulations, which will not have complete particulars of the price at
which the Equity Shares will be offered and the size of the Issue,
including any addenda or corrigenda thereto.
The Red Herring Prospectus will be registered with the RoC at least
three days before the Bid/Offer Opening Date and will become the
Prospectus upon filing with the RoC on or after the Pricing Date
Refund Account
The account opened with the Refund Bank(s), from which refunds, if
any, of the whole or part of the Bid Amount (excluding refund to
Bidders) shall be made.
Refund Bank/ Refund Banker
Bank which is / are clearing member(s) and registered with the SEBI
as Bankers to the Issue at which the Refund Account will be opened,
in this case being ICICI Bank Limited
Refund through electronic
transfer of funds Refund through ASBA process
Registered Broker
Individuals or companies registered with SEBI as "Trading Members"
(except Syndicate/Sub-Syndicate Members) who hold valid
membership of either BSE or NSE having right to trade in stocks
listed on Stock Exchanges, through which investors can buy or sell
securities listed on stock exchanges, a list of which is available on ht
http://www.nseindia.com/membership/dynaContent/find_a_broker.ht
m
Registrar /Registrar to the
Offer
Registrar to the Offer, in this case being Bigshare Services Private
Limited having its office at E/2, Ansa Industrial Estate, Sakivihar
Road Saki Naka, Andheri East, Mumbai – 400072, Maharashtra, India
Registrar and Share Transfer
Agents or RTAs
Registrar and share transfer agents registered with SEBI and eligible
to procure Applications at the Designated RTA Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 issued by SEBI
Resident Indian A person resident in India, as defined under FEMA
Retail Individual
Bidder(s)/Retail Individual
Investor(s)/RII(s)/RIB(s)
Individual Bidders, or minors applying through their natural
guardians, including HUFs (applying through their Karta), who apply
for an amount less than or equal to Rs 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)
Reservation Portion The portion of the offer reserved for category of eligible Bidders as
provided under the SEBI (ICDR) Regulations, 2009
Reserved Category / Categories Categories of persons eligible for making Bids under reservation
portion.
SCSB/ Self Certified Syndicate
Banker
Shall mean a Banker to an Issue registered under SEBI (Bankers to an
Issue) Regulations, 1994, as amended from time to time, and which
offer the service of making Application/s Supported by Blocked
http://www.bseindia.com/members/MembershipDirectory.aspxhttp://www.nseindia.com/membership/dynaContent/find_a_broker.htmhttp://www.nseindia.com/membership/dynaContent/find_a_broker.htm
-
Page 11 of 404
Term Description
Amount including blocking of bank account and a list of which is
available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised
Intermediaries or at such other website as may be prescribed by SEBI
from time to time
SEBI (Foreign Portfolio
Investor) Regulations
Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Share Escrow Agreement
The Agreement to be entered into among the Selling Shareholders,
our Company, BRLMs and the Share Escrow Agent in connection
with the transfer of Equity Shares under the Offer For Sale by the
Selling Shareholders and credit of such Equity Shares to the demat
account of the Allotees
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement,
namely [●]
Specified Locations
Bidding centres where the Syndicate shall accept Bid cum Application
Forms from Bidders, a list of which is available on the website of
SEBI (www.sebi.gov.in) and updated from time to time
Sub Syndicate Member A SEBI Registered member of NSE appointed by the BRLM and/or
Syndicate Member to act as a Sub-Syndicate Member in the Issue
Syndicate Includes the BRLM, Syndicate Members and Sub-Syndicate Members
Syndicate Agreement
The agreement dated [●] entered into amongst our Company, the
BRLM and the Syndicate Members, in relation to the collection of
Bids in this Issue
Syndicate ASBA Bidding
Locations
Bidding Centres where an ASBA Bidder can submit their Bid in terms
of SEBI circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011,
namely, Mumbai, Chennai, Kolkata, Delhi, and Indore.
Syndicate Members / Members
of the Syndicate
Intermediaries registered with the SEBI eligible to act as a syndicate
member and who is permitted to carry on the activity as an
underwriter, in this case being [●]
Transaction Registration Slip/
TRS
The slip or document issued by the Syndicate or the SCSB (only on
demand), to the Bidder as proof of registration of the Bid
Underwriter Pantomath Capital Advisors Private Limited
Underwriting Agreement The agreement dated June 2, 2017 entered into between the
Underwriters, Selling Shareholders and our Company
Working Day
(i) Till Application / Issue closing date: All days other than a
Saturday, Sunday or a public holiday;
(ii) Post Application / Issue closing date and till the Listing of Equity
Shares: All trading days of stock exchanges excluding Sundays
and bank holidays in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical and Industry Related Terms
Term Description
ACMA Automotive Component Manufacturers Association of India
AMP Automotive Mission Plan
BFL Bharat Forge Ltd
CAGR Compounded Annual Growth Rate
CIL Cavendish Industries Ltd
CSO Central Statistics Office
DIPP Department of Industrial Policy and Promotion
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised%20Intermediarieshttp://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised%20Intermediarieshttp://www.sebi.gov.in/
-
Page 12 of 404
Term Description
DPP Defence Procurement Policy
EPFO Employees‘ Provident Fund Organisation
ESI Employee State Insurance
FDI Foreign Direct Investment
FCNR Foreign Currency Non-Resident
FY Financial Year
GDP Gross Domestic Product
GST Goods and Services Tax
GVA Gross Value Added
IBEF India Brand Equity Foundation
IISc Indian Institute of Science
IMF International Monetary Fund
MoU Memorandum of Understanding
MSMEs Micro, Small & Medium Enterprises
MUVs Multi-Utility Vehicles
MYEA Mid-Year Economic Analysis
NATRiPs National Automotive Testing and R&D Infrastructure Projects
NITI Aayog National Institution for Transforming India
NMP National Manufacturing Policy
OEMs Original Equipment Manufacturers
PE Private equity
PMGKY Pradhan Mantri Garib Kalyan Yojana
PMMY Pradhan Mantri MUDRA Yojana
RBI Reserve Bank of India
SAIL Steel Authority of India Ltd
SED Strategic Engineering Division
SEZ Special Economic Zone
TADF Technology Acquisition and Development Fund
TASL Tata Advanced Systems Ltd
UDAY Ujwal DISCOM Assurance Yojana Scheme
UNIDO United Nations Industrial Development Organisation
US$/ US Dollar United States Dollar, the official currency of United States of America
US/ U.S./ USA United States of America
WPI Wholesale Price Index
Conventional and General Terms/ Abbreviations
Term Description
A.Y. Assessment Year
A/C Account
AGM Annual General Meeting
AIF Alternative Investments Fund as defined in and registered with SEBI
under Securities and Exchange Board of India (Alternative Investments
Funds) Regulations, 2012
AoA Articles of Association
AS Accounting Standards as issued by the Institute of Chartered
Accountants of India
ASBA Application Supported by Blocked Amount
-
Page 13 of 404
Term Description
B. Tech. Bachelor of Technology
B.Com Bachelor of Commerce
B.Sc. Bachelor of Science
BG/LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
BRLM Book Running Lead Manager
C.A. Chartered Accountant
CAGR Compounded Annual Growth Rate
CB Controlling Branch
CC Cash Credit
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CFO Chief Financial Officer
CIN Corporate Identification Number
CMD Chairman and Managing Director
Companies Act Companies Act, 1956 (without reference to the provisions thereof that
have ceased to have effect upon notification of the Notified Sections)
and the Companies Act, 2013.
Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the
notification of the notified sections
CS Company Secretary
CST Central Sales Tax
Depositories NSDL and CDSL; Depositories registered with the SEBI under the
Securities and Exchange Board of India (Depositories and Participants)
Regulations, 1996, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time.
DGFT Directorate General of Foreign Trade
DIN Director Identification Number
DIPP Department of Industrial Policy & Promotion
DP Depository Participant
DP ID Depository Participant‘s Identity
EBIDTA Earnings before interest, depreciation, tax, amortization and
extraordinary items
ECS Electronic Clearing Services
EGM Extraordinary General Meeting
EPFA The Employees‘ Provident Funds and Miscellaneous Provisions
Act,1952
EPS Earnings Per Share
ESIC Employee State Insurance Corporation
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
FCNR Account Foreign Currency Non Resident Account
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act 1999, as amended from time to time
and the regulations framed there under
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995, as amended from time to time.
FII(s) Foreign Institutional Investor, as defined under the FII Regulations and
registered with the SEBI under applicable laws in India
Financial Year/FY/ Fiscal
Year
The period of twelve (12) months ended on March 31 of that particular
year.
FIPB The Foreign Investment Promotion Board, Ministry of Finance,
-
Page 14 of 404
Term Description
Government of India
FIs Financial Institutions
FPI(s) ―Foreign Portfolio Investor‖ means a person who satisfies the eligibility
criteria prescribed under regulation 4 and has been registered under
Chapter II of Securities And Exchange Board Of India (Foreign Portfolio
Investors) Regulations, 2014, which shall be deemed to be an
intermediary in terms of the provisions of the SEBI Act,1992
FTP Foreign Trade Policy, 2009
FV Face Value
FVCI Foreign Venture Capital Investor registered under the Securities and
Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
GoI/Government Government of India
HNI High Net Worth Individual
HUF Hindu Undivided Family
I. T. Act The Income Tax Act, 1961, as amended.
I. T. Rules The Income Tax Rules, 1962, as amended, except as stated otherwise.
i.e. That is
IFRS International Financial Reporting Standards
Indian GAAP Generally Accepted Accounting Principles in India
INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India
IPO Initial Public Offer
IRDA Insurance Regulatory and Development Authority
IT Authorities Income Tax Authorities
KMP Key Managerial Personnel
Ltd. Limited
MD Managing Director
MICR Magnetic Ink Character Recognition
Mn Million
MNC Multi National Company
MoA Memorandum of Association
MoF Ministry of Finance, Government of India
MoU Memorandum of Understanding
Mtr Meter
N/A or N.A. Not Applicable
NAV Net Asset Value
NBFC Non- Banking Finance Company
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
Net Worth The aggregate of the paid up share capital, share premium account, and
reserves and surplus (excluding revaluation reserve) as reduced by the
aggregate of miscellaneous expenditure (to the extent not adjusted or
written off) and the debit balance of the profit and loss account
NI Act Negotiable Instruments Act, 1881
No. Number
NOC No Objection Certificate
NR Non Resident
NRE Account Non Resident (External) Account
NRI Non Resident Indian, is a person resident outside India, who is a citizen
of India or a person of Indian origin and shall have the same meaning as
-
Page 15 of 404
Term Description
ascribed to such term in the Foreign Exchange Management (Deposit)
Regulations, 2000, as amended from time to time
NRO Account Non-Resident (Ordinary) Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
NSE EMERGE EMERGE Platform of National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
p.a. per annum
P/E Ratio Price Earnings Ratio
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
Pvt. Private
QIB Qualified Institutional Buyer
R & D Research and Development
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
RoC Registrar of Companies
ROE Return on Equity
RoNW Return on Net Worth
Rs. / INR Indian Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement
SARFAESI The Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to
time.
SCRR Securities Contracts (Regulation) Rules, 1957
SCSB Self Certified Syndicate Bank
SEBI Securities and Exchange Board of India
SEBI (Venture Capital)
Regulations
Securities Exchange Board of India (Venture Capital) Regulations, 1996
as amended from time to time
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from
time to time
SEBI Insider Trading
Regulations
The SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, including instructions and clarifications
issued by SEBI from time to time
SEBI Takeover Regulations
/Takeover Regulations /
Takeover Code
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011
Sec. Section
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended
from time to time
SME Small Medium Enterprise
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TIN Taxpayers Identification Number
TRS Transaction Registration Slip
U.S. GAAP Generally Accepted Accounting Principles in the United States of
America
US/ U.S. / USA/United
States
United States of America
-
Page 16 of 404
Term Description
USD/ US$/ $ United States Dollar, the official currency of the Unites States of
America
VAT Value added tax
VCF / Venture Capital Fund 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
w.e.f. With effect from
YoY Year over year
Notwithstanding the following: -
i. In the section titled ―Main Provisions of the Articles of Association‖ beginning on page 356 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in
that section;
ii. In the section titled ―Financial Statements‖ beginning on page 197 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;
iii. In the section titled ―Risk Factor‖ beginning on page 19 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;
iv. In the chapter titled ―Statement of Possible Tax Benefits‖ beginning on page 121 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that
chapter; and
In the chapter titled ―Management‘s Discussion and Analysis of Financial Condition and Results of
Operations‖ beginning on page 232 of this Draft Red Herring Prospectus, defined terms shall have the
meaning given to such terms in that section.
-
Page 17 of 404
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to ―India‖ are to the Republic of India and all references to the ―Government‖ are to the
Government of India.
FINANCIAL DATA
Unless stated otherwise, the financial data included in this Draft Red Herring Prospectus are extracted
from the restated financial statements of our Company, prepared in accordance with the applicable
provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR)
Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section titled
‗Financial Statements‘ beginning on page 197 of this Draft Red Herring Prospectus. Our restated
financial statements are derived from our audited financial statements prepared in accordance with
Indian GAAP and the Companies Act, and have been restated in accordance with the SEBI (ICDR)
Regulations. Our fiscal year commences on April 1st of each year and ends on March 31st of the next
year. All references to a particular fiscal year are to the 12 month period ended March 31st of that year.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of
the amounts listed are due to rounding-off. All decimals have been rounded off to two decimal points.
There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not
attempted to quantify their impact on the financial data included herein and urges you to consult your
own advisors regarding such differences and their impact on the Company‘s financial data. Accordingly
to what extent, the financial statements included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting
practices / Indian GAAP. Any reliance by persons not familiar with Indian Accounting Practices on the
financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.
Any percentage amounts, as set forth in ―Risk Factors‖, ―Our Business‖, ―Management‘s Discussion
and Analysis of Financial Condition and Results of Operations‖ and elsewhere in this Draft Red
Herring Prospectus unless otherwise indicated, have been calculated on the basis of the Company‘s
restated financial statements prepared in accordance with the applicable provisions of the Companies
Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of
our Peer Reviewed Auditor, set out in the section titled ‗Financial Statements‘ beginning on page 197 of
this Draft Red Herring Prospectus.
CURRENCY OF PRESENTATION
In this Draft Red Herring Prospectus, references to ―Rupees‖ or ―Rs.‖ or ―INR‖ are to Indian Rupees,
the official currency of the Republic of India. All references to ―$‖, ―US$‖, ―USD‖, ―U.S. $‖or ―U.S.
Dollars‖ are to United States Dollars, the official currency of the United States of America.
All references to ‗million‘ / ‗Million‘ / ‗Mn‘ refer to one million, which is equivalent to ‗ten lacs‘ or
‗ten lakhs‘, the word ‗Lacs / Lakhs / Lac‘ means ‗one hundred thousand‘ and ‗Crore‘ means ‗ten
million‘ and ‗billion / bn./ Billions‘ means ‗one hundred crores‘.
INDUSTRY & MARKET DATA
Unless otherwise stated, Industry & Market data used throughout this Draft Red Herring Prospectus
have been obtained from internal Company reports and Industry publications inter alia Planning
Commission of India, Economic Survey, Industry Chambers and Associations etc. Industry publications
generally state that the information contained in those publications has been obtained from sources
believed to be reliable but their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Although we believe that industry data used in this Draft Red Herring Prospectus is
reliable, it has not been independently verified. Similarly, internal Company reports, while believed by
us to be reliable, have not been verified by any independent sources. Further the extent to which the
market and industry data presented in this Draft Red Herring Prospectus is meaningful depends on the
reader‘s familiarity with and understanding of the methodologies used in compiling such data. There are
no standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions may vary widely among different industry sources.
-
Page 18 of 404
FORWARD LOOKING STATEMENT
This Draft Red Herring Prospectus contains certain ―forward-looking statements‖. These forward
looking statements can generally be identified by words or phrases such as ―aim‖, ―anticipate‖,
―believe‖, ―expect‖, ―estimate‖, ―intend‖, ―objective‖, ―plan‖, ―project‖, ―shall‖, ―will‖, ―will
continue‖, ―will pursue‖ or other words or phrases of similar meaning. Similarly, statements that
describe our strategies, objectives, plans or goals are also forward-looking statements. All forward
looking statements are subject to risks, uncertainties and assumptions about us that could cause actual
results and property valuations to differ materially from those contemplated by the relevant forward
looking statement.
Important factors that could cause actual results to differ materially from our expectations include, but
are not limited to the following:-
General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
Changes in laws and regulations relating to the sectors/areas in which we operate;
Increased competition in industry which we operate;
Factors affecting the industry in which we operate;
Our ability to meet our capital expenditure requirements;
Fluctuations in operating costs;
Our ability to attract and retain qualified personnel;
Changes in political and social conditions in India, the monetary and interest rate policies of
India and other countries;
Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or
prices;
The performance of the financial markets in India and globally;
Any adverse outcome in the legal proceedings in which we are involved;
Our failure to keep pace with rapid changes in technology;
The occurrence of natural disasters or calamities;
Other factors beyond our control;
Our ability to manage risks that arise from these factors;
Conflict of Interest with affiliated companies, the promoter group and other related parties; and
Changes in government policies and regulatory actions that apply to or affect our business.
For a further discussion of factors that could cause our actual results to differ, refer to section titled
―Risk Factors‖ and chapter titled ―Management‘s Discussion and Analysis of Financial Condition and
Results of Operations‖ beginning on pages 19 and 232 respectively of this Draft Red Herring
Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated.
Future looking statements speak only as of the date of this Draft Red Herring Prospectus. Neither we,
our Directors, Book Running Lead Manager, Underwriters nor any of their respective affiliates have
any obligation to update or otherwise revise any statements reflecting circumstances arising after the
date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not
come to fruition. In accordance with SEBI requirements, the BRLM and our Company will ensure that
investors in India are informed of material developments until the grant of listing and trading
permission by the Stock Exchange.
-
Page 19 of 404
SECTION II – RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described
below, before making an investment in our Equity Shares. In making an investment decision,
prospective investors must rely on their own examination of our Company and the terms of this offer
including the merits and risks involved. Any potential investor in, and subscriber of, the Equity Shares
should also pay particular attention to the fact that we are governed in India by a legal and regulatory
environment in which some material respects may be different from that which prevails in other
countries. The risks and uncertainties described in this section are not the only risks and uncertainties
we currently face. Additional risks and uncertainties not known to us or that we currently deem
immaterial may also have an adverse effect on our business. If any of the following risks, or other risks
that are not currently known or are now deemed immaterial, actually occur, our business, results of
operations and financial condition could suffer, the price of our Equity Shares could decline, and you
may lose all or part of your investment. Additionally, our business operations could also be affected by
additional factors that are not presently known to us or that we currently consider as immaterial to our
operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or
quantify the financial or other implications of any of the risks mentioned herein. Unless otherwise
stated, the financial information of our Company used in this section is derived from our restated
financial statements prepared in accordance with Indian GAAP and the Companies Act and restated in
accordance with the SEBI ICDR Regulations. To obtain a better understanding, you should read this
section in conjunction with the chapters titled ―Our Business‖ beginning on page 142, ―Our Industry‖
beginning on page 124 and ―Management‘s Discussion and Analysis of Financial Condition and
Results of Operations‖ beginning on page232 respectively, of this Draft Red Herring Prospectus as
well as other financial information contained herein.
The following factors have been considered for determining the materiality of Risk Factors:
• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively;
• Some events may not be material at present but may have material impact in future.
The financial and other related implications of risks concerned, wherever quantifiable, have been
disclosed in the risk factors mentioned below. However, there are risk factors where the impact may not
be quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise stated,
the financial information of the Company used in this section is derived from our financial statements
under Indian GAAP, as restated in this Draft Red Herring Prospectus. Unless otherwise stated, we are
not in a position to specify or quantify the financial or other risks mentioned herein. For capitalized
terms used but not defined in this chapter, refer to the chapter titled ―Definitions and Abbreviation‖
beginning on page 3 of this Draft Red Herring Prospectus. The numbering of the risk factors has been
done to facilitate ease of reading and reference and does not in any manner indicate the importance of
one risk factor over another.
The risk factors are classified as under for the sake of better clarity and increased understanding:
-
Page 20 of 404
1. Our Company, Promoter, Group Company and Subsidiary are involved in certain litigation which is currently pending at various stages. Any adverse decisions in these cases against the Company,
Promoter etc. may impact business and operations of the Company.
A classification of legal proceedings is mentioned below:
Also, there is no assurance that in future, we, our promoters, our directors or group companies may not
face legal proceedings; any adverse decision in such legal proceedings may impact our business. For
further details in relation to legal proceedings involving our Company, Promoters, Directors, Group
Company and Subsidiaries see the chapter titled ―Outstanding Litigation and Material Developments‖
on page 246 of this Draft Red Herring Prospectus.
Name of
Entity
Criminal
Proceedi
ngs
Civil/
Arbitratio
n
Proceedin
gs
Tax
Proceedin
gs
Labour
Dispute
s
Consumer
Complain
ts
Complain
ts under
Section
138 of NI
Act, 1881
Aggregat
e
amount
involved
(Rs. In
lakhs)
Company
By the
Company
Nil Nil Nil Nil Nil Nil Nil
Against the
Company
Nil 2 6 Nil Nil Nil 31.980*
Promoters
By the
Promoter
Nil Nil 5 Nil Nil Nil 32*
Against the
Promoter
1 1 4 Nil Nil Nil Not
Ascertai
nable
Group Companies
By Group
Companies
49 Nil Nil Nil Nil Nil 231.22
Against
Group
Companies
Nil Nil 11 Nil Nil Nil 94.659*
Directors other than promoters
By the
Directors
Nil Nil Nil Nil Nil Nil Nil
Against the
Directors
Nil Nil Nil Nil Nil Nil Nil
Subsidiaries
By the N.A.# N.A. N.A. N.A. N.A. N.A. N.A.
Risk Factor
Internal
Business Risk
Issue Related
External
Industry Related
Others
-
Page 21 of 404
Subsidiaries
Against the
Subsidiaries
N.A. N.A. N.A. N.A. N.A. N.A. N.A.
*= There are litigations in which the amounts are partly ascertainable and partly non-ascertainable.
#N.A. = Not Applicable
2. We have certain contingent liabilities that have not been provided for in our Company‟s financials which if materialised, could adversely affect our financial condition.
Our contingent liabilities as on March 31, 2017 is as under: (Rs in lakhs)
March 31st, 2017
In respect of Income Tax 36.07
In the event any such contingencies mentioned above were to materialize or if our contingent liabilities
were to increase in the future, our financial condition could be adversely affected. For further details,
see the section entitled ―Financial Statements‖ on page 197 of this Draft Red Herring Prospectus.
3. We are exposed to foreign currency exchange rate fluctuations, which may harm our results of operations, impact our cash flows and cause our financial results to fluctuate.
We are exposed to foreign currency exchange fluctuations as our Company is engaged in manufacturing
of propeller shafts and its components which are mainly exported to the United States of America,
United Kingdom, Canada, Australia, Germany, Italy, Spain, New Zealand. The exchange rate between
the Indian Rupee and these currencies, primarily the USD, has fluctuated in the past and our results of
operations and cash flows have been impacted by such fluctuations in the past and may be impacted by
such fluctuations in the future. For example, during times of strengthening of the Indian Rupee, we
expect that our overseas sales and revenues will generally be negatively impacted as foreign currency
received will be translated into fewer Indian Rupees. However, the converse positive effect of
depreciation in the Indian Rupee may not be sustained or may not show an appreciable impact in our
results of operations in any given financial period, due to other variables impacting our business and
results of operations during the same period.
We may, therefore, suffer losses on account of foreign currency fluctuations for sale of our products to
our international customers, since we may be able to revise the prices, for foreign currency fluctuations,
only on a periodic basis and may not be able to pass on all losses on account of foreign currency
fluctuations to our customers. Our Company offsets this risk of foreign fluctuation by way hedging.
4. We face several risks associated with the setting up of our new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh for operating as which could hamper our growth and consequently
our business and financial condition.
A significant portion of net proceeds from the Issue is allocated for capital expenditure for setting up
new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh. We intend to expand our
existing manufacturing facility situated at Sanwer Road, Madhya Pradesh to Pithampur unit. We may
encounter cost overruns or delays for various reasons including delays in construction, delay in
receiving government approvals and non-delivery of equipment by suppliers. If the proposed set up is
not completed in a timely manner, or at all, our business and results of operations may be adversely
affected. Further, our budgeted resources may prove insufficient to meet our requirements which could
drain our internal accruals or compel us to raise additional capital which may not be available on terms
favourable to us or at all. In addition; we may not be able to recruit skilled and experienced manpower
to set-up and operate our new manufacturing facility in a timely manner; and may not achieve
anticipated levels of profitability. Any one, or a combination of these factors, could undermine the
objects of this Issue and hamper our growth. The occurrence of any such event could adversely affect
our business, financial condition, and results of operations.
-
Page 22 of 404
5. The Company is yet to make an application for allocation of the land for the proposed project. The Company proposes to set up the proposed additional unit at SEZ, Indore located at Pithampur,
District: Dhar.
The Company proposes to acquire land measuring 3,00,00 sq. ft. approximately at Industrial Area, SEZ,
Pithampur, Distt. Dhar (MP). The cost of land (lease premium) for the proposed project is estimated at
Rs.390 lacs which includes cost of land, registration and stamp duty etc. The Company is yet to make
an application for allocation of the land for the proposed project. Any delay in getting the allocation of
land from the respective authority will delay the completion of project.
6. The Company is yet to place orders for the machinery and equipment for setting up of a new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh. Any delay in placing orders,
procurement of equipments may delay our implementation schedule this may also lead to increase in
price of these equipments, further affecting our revenue and profitability.
We are yet to place orders for machinery and equipments worth Rs 1250 lakhs as detailed in the
―Objects of the Offer‖ beginning on page 109 of this Draft Red Herring Prospectus. These are based on
our estimates and on third-party quotations, which are subject to a number of variables, including
possible cost overruns, changes in management‘s views of the desirability of current plans, change in
supplier of equipments or equipments depending on the contracts bidded and actually awarded, among
others, which may have an adverse effect on our business and results of operations.
7. The present project is funded mainly from the proceeds of present public issue. Due to the delay in the public issue there may be a delay in the schedule of implementation of the project that the
company proposes to undertake which may affect the business and results of operations of the
Company.
The cost of project is to be funded mainly from the IPO. Any delay/failure of the IPO will impact the
completion of project. Failure to complete the project according to its schedule, may give rise to
potential liabilities, as a result, our returns on investments may be lower than originally expected, which
may have a material adverse impact on the business operations and profitability of our Company.
8. We may encounter difficulties and delays when commissioning new projects and other unforeseen construction costs or budget overruns, which could have a material adverse effect on our business,
financial condition or results of operations.
Our Company is engaged in manufacturing of propeller shafts and its components. Our Company has
manufacturing facilities situated at Sanwer Road and Dewas, Madhya Pradesh. Our Company is
proposing to set up a new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh and shift
the entire manufacturing facility situated at Sanwer Road to the proposed unit alongwith further setting
up of new plant, machinery and other equipments. We may face risks relating to the commissioning of
our new project of setting up of new manufacturing facility including delays to construction timetables,
failure to complete the projects within our estimated budget, failure of our contractors and suppliers to
adhere to our specifications and timelines, and changes in the general economic and financial conditions
in India and other jurisdictions in which we operate. We may also encounter various setbacks such as
construction defects and delivery failures by suppliers, unexpected delays in obtaining permits and
authorizations, or legal actions brought by third parties.
9. A significant portion of our revenues are dependent on our exports to our international customers. Any failure to fulfil the requirements of our international customers may adversely affect our
revenues, result of operations and cash flows.
For the Financial year ended March 31, 2017, 2016, 2015, 2014 and 2013 export of propeller shafts to
our overseas customers accounted for 93.96%, 94.06%, 92.74%, 96.19% and 94.15%, respectively of
our Revenue from operations.
As a result, our operations are impacted by various risks inherent in international sales and operations,
including:
currency exchange rate fluctuations;
-
Page 23 of 404
regional economic or political uncertainty;
currency exchange controls;
differing accounting standards and interpretations;
differing labour regulations;
differing domestic and foreign customs, tariffs and taxes;
current and changing regulatory environments;
difficulty in staffing and managing widespread operations;
coordinating and interacting with local representatives and counterparties to fully understand local business and regulatory requirements; and
availability and terms of financing.
To the extent that we are unable to effectively manage our global operations and risks such as the above
(in particular, as we implement our strategy to enter into new markets where we do not have local
knowledge and resources), we may be unable to grow or maintain our sales and profitability, or we may
be subject to additional unanticipated costs or legal or regulatory action. As a consequence, our
business, financial condition, results of operations and cash flows may be adversely affected.
10. We have in the past entered into related party transactions and may continue to do so in the future.
Our Company has entered into various transactions with our Promoters, Promoter Group, Directors and
their Relatives and Group Company. While we believe that all such transactions are conducted on arms
length basis, there can be no assurance that we could not have achieved more favorable terms had such
transactions were not entered into with related parties. Furthermore, it is likely that we will enter into
related party transactions in future. There can be no assurance that such transactions, individually or in
aggregate, will not have an adverse effect on our financial condition and results of operation. For details
on the transactions entered by us, please refer to chapter ―Related Party Transactions‖ beginning on
page 195 of the Draft Red Herring Prospectus.
11. We may not be able to accurately manage our inventory, this may adversely affect our goodwill and business, financial condition and results of operations s.
We maintain physical inventory for substantially all of our products. Changes in consumer requirements
and demands for these products expose us to significant inventory risks. The demand for specific
products can change between the time of manufacturing a product and the time of shipment of these
products from our facilities. Further, accurate assessment of market demand requires significant
investment in the creation of a sales and marketing network and training of marketing personnel. There is
no guarantee that our estimate of market demand in India or in foreign countries will be accurate. In the
event that we overestimate the demand for our products, we will have expended resources in
manufacturing excess products, export costs, insurance costs, distribution expenses and storage and other
allied expenditures and if we under-stock one or more of our products, we may not be able to obtain
additional units in a timely manner and will loose out on sales opportunities that our competitors will
capitalize on and thereby increase their respective market shares. In addition, if our products do not
achieve widespread consumer acceptance, we may be required to take significant inventory markdowns,
or may not be able to sell the products at all. Any incorrect assessment of the demand for our products
may adversely affect our business, financial condition and results of operations.
12. Our Company has in past made certain allotments of our equity shares; which has resulted in allotment to more than 49 persons.
Our Company had issued and allotted equity shares such that the total number of shareholders at the
time of allotment reached 170 shareholders by way of further issue of shares on February 16, 1995.
These equity shares were allotted before the Company was purchased by our promoters. For further
details refer to the chapter titled, ‗Capital Structure‘ beginning on page 69 of this Draft Red Herring
Prospectus. However, all the equity shares allotted under the stated allotment were transferred by the
original; allottees and