BHARAT WIRE ROPES LIMITED
PROSPECTUS Please read sections 26 and 32 of the Companies Act, 2013
Dated: March 28, 2016 100% Book Built Issue
BHARAT WIRE ROPES LIMITED
Our Company was incorporated as Bharat Ropes Private Limited on July 24, 1986, at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. Our
Company was converted into a public limited company pursuant to approval of the shareholders in an extraordinary general meeting held on May 2, 1992 and consequently, the name
of our Company was changed to Bharat Ropes Limited and a fresh certificate of incorporation consequent upon conversion to public limited company was granted on June 10, 1992.
Thereafter, the name of our Company was changed from Bharat Ropes Limited to Bharat Wire Ropes Limited and a fresh certificate of incorporation consequent upon change of name
was granted by the Registrar of Companies, Mumbai, on July 5, 1996. For details of changes in the name and the registered office of our Company, please refer to the chapter titled
“History and Certain Corporate Matters” beginning on page 158 of this Prospectus.
Registered Office: Plot No. 1&4, Atgaon Industrial Complex, Mumbai-Nasik Highway, Atgaon (East), Taluka Shahpur, Thane – 421601, Maharashtra, India.
Tel: +91-2527-240123 Fax: +91-2527-240196
Corporate Office: 701, A Wing, Trade World, Kamla City, Senapati Bapat Marg, Lower Parel (West), Mumbai- 400013, Maharashtra, India.
Tel: +91-22-66824600 Fax: +91-22-24955477
Contact Person: Mr. Shailesh Rakhasiya, Company Secretary and Compliance Officer, Tel: +91-22-66824600 Fax: +91-22-24955477
E-mail: compliance@bharatwireropes.com Website: Corporate Identification Number: U27200MH1986PLC040468.
PROMOTERS OF OUR COMPANY: MR. MURARILAL MITTAL, MRS. USHA MITTAL, MR. MANAN MITTAL AND GAJI MERCANTILE PRIVATE LIMITED
PUBLIC ISSUE OF 1,55,55,555 EQUITY SHARES OF FACE VALUE OF Rs.10 EACH (“EQUITY SHARES”) OF BHARAT WIRE ROPES LIMITED (OUR “COMPANY” OR
THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 45 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 35 PER EQUITY SHARE) AGGREGATING UP TO
Rs. 7,000* LACS (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 1,47,77,778 EQUITY SHARES (THE “NET ISSUE”) AND RESERVATION
OF 7,77,777 EQUITY SHARES AGGREGATING UP TO Rs. 350 LACS FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEE (AS DEFINED HEREIN) (THE “EMPLOYEE
RESERVATION PORTION”). THE ISSUE CONSTITUTES 34.60% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC
CONSTITUES 32.87% OF POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE FACE VALUE OF THE EQUITY SHARES IS Rs.10/- EACH.
THE ISSUE PRICE IS RS. 45 PER EQUITY SHARE AND IS 4.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. *Subject to finalisation of Basis of AllotmentThis Issue is being made pursuant to Rule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended (“SCRR”), this is an Issue for at least 25% of the post-Issue of our
Company. The Issue is being made through the Book Building Process in compliance with the provisions of Regulation 26(2) of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009, as amended, (the “SEBI (ICDR) Regulations”), wherein at least 75% of the Net Issue shall be allotted on a proportionate basis
to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of
the Net Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Issue shall be available for allocation on
a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI (ICDR) Regulations”), subject to valid Bids being received
at or above the Issue Price. All Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For details, please refer to the chapter titled ‘Issue Procedure’
beginning on page 318 of this Prospectus.RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10 each. The Issue
Price is 4.5 times the face value. The Issue Price (determined and justified by our Company, in consultation with the BRLMs in accordance with SEBI (ICDR) Regulations and as stated
under the chapter titled “Basis for Issue Price” beginning on page 100 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 this Issue 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 this 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 offered 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 the section “Risk Factors” beginning on page 17 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.
TABLE OF CONTENTS
251
- – Nasik Highway, Atgaon – East, Taluka- Shahpur, District – Thane – 421 601, Maharashtra, India.
Company Related Terms Terms Description
The Board of Directors of our Company, including all duly constituted Committees thereof. CIN Corporate Identification Number. Companies Act / Act The Companies Act, 1956, amendments thereto and/or the Companies Act, 2013, with amendments thereto to the extent applicable. Corporate Office Corporate Office of our Company located at 701, A Wing, Trade World Building,
Committee on December 28, 2015 in accordance with Section 177 of the Companies Act, 2013. Auditors/ Statutory Auditors The Auditors of our Company namely, M/s. Sureka Associates. Board of Directors / the Board / our Board
Audit Committee The committee of the Board of Directors reconstituted as our Company‘s Audit
The existing manufacturing facility of our Company situated at Plot No. 1&4, Atgaon Industrial Complex, Mumbai
Atgaon Facility/Existing Manufacturing Facility
AoA / Articles / Articles of Association Articles of Association of our Company, as amended from time to time.
―you‖, ―your‖ or ―yours‖ Prospective bidders in this Issue
Unless the context otherwise requires, refers to Bharat Wires Ropes Limited, a company incorporated under the Companies Act, 1956 vide a Certificate of Incorporation issued by the Registrar of Companies, Maharashtra, Mumbai and having its registered office at Plot No. 1&4, Atgaon Industrial Complex, Mumbai
―our‖ or ―us‖ or ―our Company‖ ―the Company‖ or ―the Issuer‘
Limited ‖, ―BWRL‖, ―We‖
―Bharat Wires Ropes
General Term Description
Unless the context otherwise indicates, requires or implies, the following terms shall have the following meanings in this Prospectus. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.
BharatWire Ropes Limited
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
- – Nasik Highway, Atgaon – East, Taluka- Shahpur, District – Thane – 421 601, Maharashtra, India.
Kamla City, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400 013.
BharatWire Ropes Limited Terms Description on page 191 of this Prospectus.
HUF Hindu Undivided Family. Indian GAAP Generally Accepted Accounting Principles in India.
IPO Committee The IPO committee constituted by our Board on June 15, 2015.
ISIN International Securities Identification Number. In this case being - INE316L01019. Key Managerial Personnel (KMP)
Key managerial personnel of our Company in terms of Regulation 2(1)(s) of the SEBI (ICDR) Regulations and disclosed in the chapter titled ―Our Management‖ beginning on page 164 of this Prospectus.
Lender/Lenders Lenders of our Company comprising Term Loan Consortium Bankers and Working Capital Consortium Bankers. LIE Report Report dated April 30, 2015, issued by Techn-O-Aid Consultants Private Limited
[Lenders Engineers, Technical Consultants (TEV) Architects, Chartered Engineers and Valuers] LLP Act Limited Liability Partnership Act, 2008.
MOA / Memorandum / Memorandum of Association Memorandum of Association of our Company, as amended.
Non Residents A person resident outside India, as defined under FEMA Regulations. NRIs / Non-Resident Indians A person resident outside India (as defined under FEMA) and who is a citizen of India or a Person of Indian Origin under Foreign Exchange Management (Deposit)
Regulations, 2000, as amended. Peer Review Auditor Independent Auditor having a valid Peer Review certificate in our case being M/s. NGS & Company LLP.
Person or Persons Any Individual, Sole Proprietorship, Unincorporated Association, Unincorporated Organization, Body Corporate, Corporation, Company, Partnership Firm, Limited Liability Partnership Firm, 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.
Previous Management Old/Previous Management of our Company existing prior to the date of the SPA. Promoters Promoters of our Company, namely, Mr. Murarilal Mittal, Mrs. Usha Mittal, Mr. Manan
Mittal and Gaji Mercantile Private Limited. For details, please refer to the chapter titled ―Our Promoters and Promoter Group‖ beginning on page 183 of this Prospectus. Promoter Group The persons and entities constituting the promoter group pursuant to Regulation
BharatWire Ropes Limited Terms Description
Restated Financial Statement Standalone restated financial statements as of and for the Fiscal Years 2011, 2012, 2013, 2014 and 2015 and the eight month period ended November 30, 2015 and the related notes, schedules and annexures thereto included in this Prospectus, which have been prepared in accordance with the Companies Act, 2013 and Indian GAAP and restated in accordance with the SEBI (ICDR) Regulations.
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992. SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time. SEBI AIF Regulations Securities and Exchange Board of India (Alternate Investments Funds) Regulations, 2012, as amended from time to time.
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended from time to time. SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time. SEBI (ICDR) Regulations/ SEBI Regulations
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by SEBI on August 26, 2009, as amended, including instructions and clarifications issued by SEBI from time to time. SEBI (LODR) Regulations, 2015
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by SEBI on September 2, 2015, consolidates and streamlines the provisions of existing listing agreements for different segments of the capital markets.
SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time. SEBI VCF Regulations Securities Exchange Board of India (Venture Capital Funds) Regulations, 1996 as amended from time to time. Shah Group Mr. Sundarji M. Shah, Mr. Devchand M. Shah, Mr. Dinesh S. Shah, Mr. Sundarji M.
Shah (HUF), Mr. Devchand M. Shah (HUF), Mr. Dinesh S. Shah (HUF), Mrs. Jaya S. Shah, Mrs. Pratibha D. Shah, Mrs. Shailee D. Shah Shareholders Shareholders of our Company unless otherwise specified.
Stakeholders‘ Relationship Committee
The Stakeholders‘ Relationship Committee reconstituted by our Board of Directors on December 28, 2015. SPA Share Purchase-cum-
Holders‘ Agreement dated June 30, 2010 entered into between our Company, our Corporate Promoter-Gaji Mercantile Private Limited and certain other
BharatWire Ropes Limited Terms Description
Allottee The successful bidders to whom the Equity Shares are being / have been issued Application Supported by Block Amount (ASBA)
The application (whether physical or electronic) used by an ASBA Bidder to make a Bid authorizing an SCSB to block the Payment Amount in the specified bank account maintained with such SCSB. ASBA is mandatory for all Bidders participating in the Issue.
ASBA Account Account maintained by an ASBA Bidders with an SCSB which will be blocked by such SCSB to the extent of the Bid Amount of the ASBA Applicant. ASBA Bid A Bid made by an ASBA Bidder ASBA Bidder Prospective Bidders in this Issue who have Bid/ applied through ASBA.
Bankers to the Company Banks who have extended credit facilities to our Company i.e. Bank of Baroda, Union Bank of India, Central Bank of India, Vijaya Bank, Corporation Bank, State Bank of Bikaner and Jaipur, Export-Import Bank of India.
Bankers to the Issue 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 Axis Bank Limited. Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the
Issue and which is described in the c hapter titled ―Issue Procedure‖ beginning on page 318 of this Prospectus. Bid An indication to make an offer during the Bid/Issue Period by a Bidder pursuant to submission of Bid cum Application Form to subscribe for or purchase the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto.
Bid/Issue Closing Date March 22, 2016 Bid/Issue Opening Date March 18, 2016 Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders submitted their Bids, inclusive of any revisions thereof. Bidder(s) An ASBA Bidder who made a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form.
Bidding Centers Centers at which the SCSBs, Syndicate members, Registered Brokers and RTAs /CDP‘s have accepted the Bid cum 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.
BharatWire Ropes Limited Terms Description
with the names and contact details of the Registered Broker are available on the respective website of the Stock Exchanges and updated from time to time. Broker to the Issue/ Registered Brokers
All recognized members of the Stock Exchanges having nationwide terminals would be eligible to act as the Broker to the Issue/ Registered Brokers and other than the members of the Syndicate. BSE BSE 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, after approval of Basis of Allotment by the Designated Stock Exchange.
Cap Price The higher end of the Price Band, in this case being Rs. 45, above which the Issue Price was not finalised and above which no Bids were accepted. Client ID Client identification number of the Bidder‘s beneficiary account. Collecting Depository Participants/CDPs
A depository participant registered under Section 12 (1A) of the SEBI Act and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI. Compliance Officer Our Company Secretary who has been appointed as Compliance Officer of our Company.
Controlling Branches of the SCSBs
Such branches of the SCSBs which co-ordinate Bids by the ASBA Bidders with the Registrar to the Issue and the Stock Exchanges and a list of which is available on the website of SEBI at http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time.
Cut-off Price Any price within the Price Band, in this case being Rs.45, finalized by our Company in consultation with BRLMs. A Bid submitted at Cut- off Price is a valid price at all levels within the Price Band. Only Retail Individual Bidders and the Eligible Employees are entitled to Bid at the Cut-off Price, for a Bid Amount not exceeding Rs. 2,00,000/-. No other category of Bidders is entitled to Bid at the Cut-off Price. Demographic Details The demographic details of the Bidders such as their Address, PAN, Occupation and Bank Account details.
Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Depository Participant / DP A Depository Participant as defined under the Depositories Act, 1996. Designated Branches Such branches of the SCSBs which shall collect the ASBA Bid-cum-Application Form
BharatWire Ropes Limited Terms Description Designated RTA Locations Such centers of the RTAs where Bidders can submit the Bid cum 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. DP ID Depository Participant‘s Identification. Draft Red Herring Prospectus or DRHP
The Draft Red Herring Prospectus dated July 21, 2015 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.
Eligible Employee A permanent and full-time employee of our Company or a Director of our Company (excluding such other persons not eligible under applicable laws, rules, regulations and guidelines), as on the date of filing of the Red Herring Prospectus with the RoC, who are Indian nationals and are based, working and present in India as on the date of submission of the Bid cum Application Form and who continue to be in the employment of our Company or Directors of our Company, as the case may be, until submission of the Bid cum Application Form.
Eligible NRI(s) A Non Resident Indian from jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom this Prospectus will constitute an invitation to subscribe for the Equity Shares. Eligible QFI(s) QFIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered thereby and who have opened demat accounts with SEBI registered qualified depository participants. Employee Reservation Portion The portion of the Issue, being 7,77,777 Equity Shares, available for allocation to Eligible Employees on a proportionate basis.
Equity Shares or Ordinary Shares
The ordinary shares of our Company having a face value of Rs. 10/-, unless otherwise specified in the context thereof. Escrow Agreement Agreement dated February 24, 2016, entered into amongst our Company, BRLMs, the
Registrar to the Issue, and the Bankers to the Issue for collection of the Bid Amounts on the terms and condition thereof. First Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision
Form Floor Price The lower end of the Price Band, i.e., Rs. 40 per Equity Share at or above which the Issue Price was finalized and below which no Bids were accepted.
BharatWire Ropes Limited Terms Description
Allotted in terms of the Red Herring Prospectus. The Issue Price has been decided by our Company in consultation with BRLMs on the Pricing Date. Unless otherwise stated or the context otherwise implies, the term Issue Price refers to the Issue Price applicable to investors.
Issue Proceeds The proceeds of the Issue. For further information about use of the Issue Proceeds please refer to the chapter titled ―Objects of the Issue‖ beginning on page 82 of this Prospectus.
Listing Agreement Equity Listing Agreements to be entered into by our Company with the Stock Exchanges. Mutual Fund A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations,1996, as amended. Mutual Funds Portion 5% of the QIB Portion available for allocation to Mutual Funds only. Net Issue Issue less Employee Reservation Portion. Net Proceeds The Issue proceeds less the Issue expenses. Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees bidding in the Employee Reservation Portion and who have Bid for Equity Shares for an amount more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs). Non-Institutional Portion The portion of the Net Issue being not more than 15% of the Net Issue consisting of
22,16,666 Equity Shares available for allocation to Non-Institutional Bidders on a proportionate basis subject to valid Bids being received at or above the Issue Price. Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs, Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI. NSE National Stock Exchange Limited. OCB / Overseas Corporate A Company, partnership, society or other corporate body owned directly or indirectly to Body the extent of at least 60% by NRIs, including overseas trust in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under
Foreign Exchange Management (Deposit) Regulations, 2000. OCB are not allowed to invest in this Issue. Price Band Price Band with a minimum price of Rs. 40/- (Floor Price) and the maximum price of Rs. 45/- (Cap Price). Pricing Date The date on which our Company, in consultation with the BRLMs, finalized the Issue Price, i.e. March 23, 2016. Prospectus This Prospectus filed with the Registrar of Companies after the Pricing Date in
BharatWire Ropes Limited Terms Description
signatory t o the International Organisation of Securities Commission‘s Multilateral Memorandum of Understanding or a signatory of a bilateral memorandum of understanding with SEBI. Provided that such non-resident investor shall not be resident in Country which is listed in the public statements issued by Financial Action Task Force from time to time on: (i) jurisdictions having a strategic anti-money laundering/combating the financing of terrorism deficiencies to which counter measures apply; (ii) jurisdictions that have not made sufficient progress in addressing the deficiencies or have not committed to an action plan developed with the Financial Action Task Force to address the deficiencies.
Qualified Institutional Buyers / As defined under Regulation 2(1)(zd) of the SEBI (ICDR) Regulations, and includes QIBs Public Financial Institutions as specified in Section 4A of the Companies Act 1956/
2(72) of the Companies Act, 2013, Scheduled Commercial Banks, Mutual Funds, Foreign Institutional Investors registered with SEBI, Multilateral and Bilateral Development Financial Institutions, Venture Capital Funds and AIFs registered with SEBI, FPI other than Category III FPI registered with SEBI; State Industrial Development Corporations, Insurance Companies registered with the Insurance Regulatory and Development Authority (IRDA), Provident Funds with a minimum corpus of Rs.25 Crores and Pension Funds with a minimum corpus of Rs. 25 Crores, 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, Insurance funds set up and managed by the Department of Posts, India.
Red Herring Prospectus or The Red Herring Prospectus, dated March 7, 2016, read with corrigendum dated March RHP 17, 2016 issued in accordance with Section 32 of the Companies Act, 2013 which does not have complete particulars of the price at which the Equity Shares will be offered and the size of the Issue. The Red Herring Prospectus was filed with the RoC at least 3 (three) days before the Bid/Issue Opening Date and would become a Prospectus upon filing with the RoC after the Pricing Date.
Refunds Refunds through the ASBA process. Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated RTA Locations in terms of circular no. Agents or RTA‘s CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Registrar/ Registrar to the Registrar to the Issue being Karvy Computershare Private Limited situated at Issue Karvy Selenium, Tower B, Plot number 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500032, India.
Retail Individual Bidders Individual Bidders, other than Eligible Employees bidding in the Employee Reservation
BharatWire Ropes Limited Terms Description
list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries Stock Exchanges BSE Limited and National Stock Exchange of India Limited.
Specified Cities/Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms from ASBA Bidders, a list of which is available at the website of the SEBI and updated from time to time.
Syndicate The BRLMs and the Syndicate Member(s). Syndicate Agreement The agreement, dated February 24, 2016, entered into amongst the BRLMs, the
Syndicate Members, the Registrar and our Company in relation to the collection of Bids in this Issue ( other than bids directly submitted to the designated branches of the SCSBs, to Registered Brokers at Broker Centres, to RTAs at Designated RTA Locations and to the CDP s at Designated CDP Locations ).
Syndicate Member(s) Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely, Intensive Fiscal Services Private Limited and BOB Capital Markets Limited. TRS / Transaction Registration Slip
The slip or document issued by a member of the Syndicate or an SCSB (only on demand) , Registered Brokers, RTA‘s and CDP‘s, as the case may be, to the Bidder, as proof of registration of the Bid.
Underwriter(s) Intensive Fiscal Services Private Limited and BOB Capital Markets Limited Underwriting Agreement The Agreement dated March 28, 2015 entered between the Underwriters and our Company.
U.S. Securities Act U.S. Securities Act of 1933, as amended. Working Days All trading days of stock exchanges excluding Sundays and bank holidays in India in accordance with the circular no. CIR/CFD/POLICY/CELL/11/2015 dated November
10, 2015 and circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 issued by SEBI.
COMPANY AND INDUSTRY RELATED TERMS Terms Description
BIS Bureau of Indian Standards BPCL Bharat Petroleum Corporation Limited BPO Business Process Outsourcing
BharatWire Ropes Limited
ERP Enterprise Resource Planning is an integrated computer-based system used to manage internal and external resources, including tangible assets, financial resources, materials, and human resources. Its purpose is to facilitate the flow of information between all business functions inside the boundaries of the organization and manage the connections to outside stakeholders. Built on a centralized database and normally utilizing a common computing platform, ERP systems consolidate all business operations into a uniform and enterprise-wide system environment. E&P Exploration & Production GIR General Index Register No.
IEC Import Export Code
IOCL Indian Oil Corporation Limited
IRS Indian Register of Shipping
IST Indian Standard Time
IWRC Indian Workers Resource Center MAT Minimum Alternate Tax MICR Magnetic Ink Character Recognition M.I.D.C. Maharashtra Industrial Development Corporation MPCB Maharashtra Pollution Control Board MSEB Maharashtra State Electricity Board MSEDCL Maharashtra State Electricity Distribution Company Limited OEM Original Equipment Manufacturers PESO Petroleum and Explosives Safety Organisation PGCIL Power Grid Corporation of India Limited RDSO Research Designs & Standards Organization YoY Year on Year
ABBREVIATIONS Abbreviation Full Form
AS Accounting Standards as issued by the Institute of Chartered Accountants of India A/c Account AGM Annual General Meeting
BharatWire Ropes Limited Abbreviation Full Form
CAGR Compounded Annual Growth Rate CIN Corporate Identification Number CIT Commissioner of Income Tax CS. & CO Company Secretary & Compliance Officer CY Current Year DIN Director Identification Number DIPP Department of Industrial Policy and Promotion, Ministry of Commerce, Government of
India DRHP Draft Red Herring Prospectus ECS Electronic Clearing System EPS Earnings Per Share EGM /EOGM Extraordinary General Meeting ESOP Employee Stock Option Plan €
Euro EXIM/ EXIM Policy Export
- – Import Policy FCNR Account Foreign Currency Non Resident Account FIPB Foreign Investment Promotion Board FDI Foreign Direct Investment FY / Fiscal/Financial Year Period of twelve months ended March 31 of that particular year, unless otherwise stated FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the regulations framed there under
FIs Financial Institutions FIIs Foreign Institutional Investors (as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India. FPIs
―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. FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000. GAJI Gaji Mercantile Private Limited
BharatWire Ropes Limited Abbreviation Full Form
IFSC Indian Financial System Code
IPR Intellectual Property Rights
IPO Initial Public Offering
ISO
ISO is an international-standard-setting body composed of representatives from various national standards organizations.
IREDA Indian Renewable Energy Development Agency Limited
IT Information Technology
ITI Industrial Training Institute
INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India I.T. Act Income Tax Act, 1961, as amended from time to time. Kg Kilogram KMP Key Managerial Personnel KVA Kilovolt-ampere Kw Kilowatt LLP Limited Liability Partnership LNG Liquefied Natural Gas mm Millimetre mn Million Mt Metric tonnes MoF Ministry of Finance, Government of India MOU Memorandum of Understanding M. A Master of Arts M. B. A Master of Business Administration M. Com Master of Commerce M. E Master of Engineering M. Tech Masters of Technology Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. MTPA Metric Tonnes per annum NA Not Applicable NAV Net Asset Value
BharatWire Ropes Limited Abbreviation Full Form
PAT Profit After Tax RBI The Reserve Bank of India RAPDRP Restructured Accelerated Power Development & Reforms Programme.
ROE Return on Equity RONW Return on Net Worth RTGS Real Time Gross Settlement SCPL Stellar Credit and E-Trading Private Limited SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time. SICA Sick Industrial Companies (Special Provisions) Act, 1985 STT Securities Transaction Tax Sec. Section TAN Tax-Deduction Account Number TIN Tax-payer Identification Number US/United States United States of America USD/ US$/ $ United States Dollar, the official currency of the Unites States of America U.S. GAAP Generally Accepted Accounting Principles in the United States of America
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.
VELLP Vanijya E-Solutions LLP
BharatWire Ropes Limited
CERTAIN CONVENTIONS, USE OF FINANCIAL DATA AND MARKET DATA AND CURRENCY OF
FINANCIAL PRESENTATION Certain ConventionsAll references in this Prospectus to ―India‖ are to the Republic of India. All references in this Prospectus to the ―U.S.‖, ―USA‖ or ―United States‖ are to the United States of America.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page number of this Prospectus.
Financial Data
Unless stated otherwise, the financial data in this Prospectus is derived from our Restated Financial Statements prepared for the financial year ended 2011, 2012, 2013, 2014, 2015 and the 8 (eight) month period ended November 30, 2015 in accordance with Indian GAAP, Accounting Standards, the Companies Act, as stated in the reports of our Peer Reviewed Auditors and SEBI (ICDR) Regulations, 2009 included under the chapter titled
“Financial Statements” beginning on page 200 of this Prospectus. Our financial year commences on April 1 of every year and ends on March 31 of every next year.
Certain figures contained in this Prospectus, including financial information, have been subject to rounding adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. However, where any figures that may have been sourced from third-party industry sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Prospectus as rounded-off to such number of decimal points as provided in such respective sources.
Any percentage amounts, as set forth in "Risk Factors", "Our Business", "Management's Discussion and Analysis of
Financial Conditions and Results of Operation" beginning on pages 17 and 121 and 257, respectively of this Prospectus,
unless otherwise indicated, have been calculated based on our restated respectively financial statement prepared in accordance with the SEBI (ICDR) Regulations. There are significant differences between Indian GAAP, U.S. GAAP and the IFRS. Accordingly, the degree to which the Indian GAAP, Financial Statements included in this Prospectus will provide meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting policies and practices, Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations on the financial disclosures presented in the Prospectus should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data.
BharatWire Ropes Limited
In accordance with the SEBI (ICDR) Regulations, the chapter titled ―Basis for Issue Price” on page 100 of this Prospectus. Such information has been derived from publicly available sources, and neither we, nor the BRLMs, have independently verified such information.
Currency of Financial Presentation and Exchange Rates
All references to "Rupees" or "INR" or ―Rs.‖ are to Indian Rupees, the official currency of the Republic of India. Except where specified, including in the chapter titled ―Industry Overview‖ throughout this Prospectus all figures have been expressed in lacs, million, crores and billions.
This Prospectus contains conversions of certain US Dollar, Euro and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI (ICDR) Regulations. These conversions should not be construed as a representation that those US Dollar, Euro or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate.
Definitions
For additional definitions used in this Prospectus, please refer to the chapter titled
“Definitions and Abbreviations”
beginning on page 1 of this Prospectus. In the section titled
“Main Provisions of the Articles of Association” beginning on
page 374 of this Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our Company.
BharatWire Ropes Limited
FORWARD LOOKING STATEMENTS
This Prospectus contains certain ―forward-looking statements‖. These forward-looking statements generally can be identified by words or phrases such as ―aim‖, ―anticipate‖, ―believe‖, ―expect‖, ―estimate‖, ―intend‖, ―objective‖, ―plan‖, ―project‖, ―will‖, ―will continue‖, ―will pursue‖ or other words or phrases of similar import. Similarly, statements that describe our Company‘s 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 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:
1. General economic and business conditions in the markets in which we operate and in the local, regional and national economies;
2. Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch and implement various projects and business plans for which funds are being raised through this Issue;
3. Our ability to attract and retain qualified personnel;
4. Changes in political and social conditions in India or in countries that we may enter, 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;
5. The performance of the financial markets in India and globally;
6. Any adverse outcome in the legal proceedings in which we are involved;
7. Occurrences of natural disasters or calamities affecting the areas in which we have operations;
8. Market fluctuations and industry dynamics beyond our control;
9. Our ability to compete effectively, particularly in new markets and businesses; 10.
Changes in foreign exchange rates or other rates or prices; 11. Our ability to anticipate global outsourcing trends and suitably expand our current service offerings; 12. Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties; 13. Realization of Contingent Liabilities; 14. Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry; 15. Termination of customer contracts without cause and with little or no notice or penalty; 16. Failure of our infrastructure and equipment; 17. Failure to obtain and retain approvals and licenses or changes in applicable regulations.
BharatWire Ropes Limited
SECTION II: RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Investors should carefully consider all the information in
this Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares.
The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and
uncertainties not currently known to us or that are currently believed to be immaterial may also have an adverse impact on