BHARAT WIRE ROPES LIMITED
DRAFT RED HERRING PROSPECTUS
Please read section 32 of the Companies Act, 2013 Dated : July 21, 2015
(This Draft Red Herring Prospectus will be updated upon filing with the RoC) 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, see the chapter titled “History and Certain Corporate Matters” beginning on page 154.
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: +91-22-24955477E-mail: compliance@bharatwireropes.com, Website: www.bharatwireropes.com, 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 UP TO [●] 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 . [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE) AGGREGATING UP TO Rs. 7,000 LACS (THE “ISSUE”).
THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF [●] EQUITY SHARES (THE “NET ISSUE”) AND RESERVATION OF [●] EQUITY SHARES AGGREGATING UP TO Rs. [●]
LACS FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEE (AS DEFINED HEREIN) (THE ”EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE [●]% OF THE
POST-ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUE [●]% OF POST-ISSUE 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 MANAGERS (THE “BRLMS”) AND WILL BE ADVERTISED IN [●] EDITIONS OF [●], [●] EDITIONS OF [●] AND [●] EDITIONS OF [●] (WHICH ARE WIDELY
CIRCULATED ENGLISH, HINDI AND MARATHI NEWSPAPERS) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE
TO THE BSE LIMITED (THE “BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least 3 additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding
10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE and NSE, by issuing a press release, and also by indicating the change on the website of the BRLMs and the terminals of the Syndicate Members and by intimation to Self Certified Syndicate Banks (“SCSBs”) and Registered Brokers.
This 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 are 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) Regula-
tions, 2009, as amended, (the “SEBI 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 Regulations”), subject to valid
Bids being received at or above the Issue Price. All potential investors, may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of the bank
account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). QIBs and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For
details, see the section ‘Issue Procedure’ beginning on page 316.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 Floor Price is [●] times the
face value and the Cap Price is [●] times the face value. The Issue Price (determined and justified by our Company, in consultation with the BRLMs in accordance with SEBI Regulations and as stated under
the section “Basis for Issue Price” on page 98) 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. Inves-
tors 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 17 of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our 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 Issue, which is
material in the context of the Issue, 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.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received an ‘in-principle’ approval from each of BSE and NSE for the listing of
the Equity Shares pursuant to the letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●].BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE Intensive Fiscal Services Private Limited BOB Capital Markets Limited Karvy Computershare Private Limited th rd
3 Floor, South Wing, UTI Tower, Gn Block, Bandra Kurla Karvy Selenium, Tower B, Plot number 31 & 32, Gachibowli, Financial 914, 9 Floor, Raheja Chambers, Free Press Journal Marg, Nari- Complex, Bandra East, Mumbai 400 051, Maharastra, India District, Nanakramguda, Hyderabad 500 032, Andhra Pradesh, India man Point, Mumbai - 400 021, Maharashtra, India Tel No.: Toll Free no. :
- 91 22 6138 9300 1800 3454 001
Tel No.:
- 91 - 22 - 22870443/44/45
Fax No.: Tel No.:
Fax No.: +91 22 6671 8535 +91- 40 67162222- 91 - 22 – 22870446
E-mail: Fax No.:
bwrl.ipo@bobcaps.in +91- 40 – 23431551E-mail: bwrl.ipo@intensivefiscal.com Investor Grievance E-mail: investorgrievance@bobcaps.in E-mail id : bwr.ipo@karvy.com Investor Grievance E-mail: ipo@intensivefiscal.com
Website: Website :
www.bobcaps.in www.karisma.karvy.comWebsite: www.intensivefiscal.com
Contact person: Contact Person : Ms. Nivedika Chavan/ Ms. Aarti Rathi Mr. M. Muralikrishna
Contact Person: Mr. Harish Khajanchi/ Mr. Mudit Kankariya
SEBI Registration No.: SEBI Registration No.:
INM000009926
INR00000021 SEBI Registration No.:
INM000011112
BID/ ISSUE PROGRAMME
(1) (1) BID/ISSUE OPENS ON: [●] BID/ISSUE CLOSES ON: [●] Our Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations.
TABLE OF CONTENTS
- – Nasik Highway, Atgaon – East, Taluka- Shahpur, District – Thane – 421 601, Maharashtra, India.
Audit Committee The committee of the Board of Directors reconstituted as our
Entities
“Our Group Companies /
GIR Number General Index Registry Number. Group Companies Companies, firms and ventures disclosed in the chapter titled
179 of this Draft Red Herring Prospectus. Depositories Act The Depositories Act, 1996, as amended from time to time. DIN Directors Identification Number. Director(s) / our Directors Director(s) of our Company, unless otherwise specified. Equity Shares Equity Shares of our Company of face value of Rs.10 each unless otherwise specified in the context thereof.
Kamla City, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400 013. Corporate Promoter The corporate promoter of our Company, namely Gaji Mercantile Private Limited. For details, see the chapter titled “Our Promoters and Promoter Group” beginning on page
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/orthe 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,
Auditors/ Statutory Auditors The Auditors of our Company namely, M/s. Sureka Associates. Board of Directors / the Board / our Board
Company’s Audit Committee on June 15, 2015 in accordance with Section 177 of the Companies Act, 2013.
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.
Company Related Terms Terms Description
“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
“Bharat Wires Ropes Limited”, “BWRL”, “We” “our” or “us” or “our Company” “the Company” or “the Issuer’
General Term Description
Unless the context otherwise indicates, requires or implies, the following terms shall have the following meanings in this Draft Red Herring 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.
” beginning on page 187 of this Draft Red Herring Prospectus, promoted by our Promoters. HUF Hindu Undivided Family. 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.
2012, 2013 and 2014 and the ten month period ended January 31, 2015 and the related notes, schedules and annexures thereto included in this Draft Red Herring Prospectus, which have been prepared in accordance with the Companies Act, 2013 and Indian GAAP and restated in accordance with the SEBI (ICDR) Regulations.
Promoters and Promoter Group
Registrar of Companies/RoC Registrar of Companies, Maharashtra (Mumbai) situated at 100, Everest, Marine Drive, Mumbai – 400002, Maharashtra. Remuneration Committee The Remuneration Committee reconstituted by our Board of directors on June 15, 2015. Restated Financial Statement Standalone restated financial statements as of and for the Fiscal Years 2010, 2011,
Registered Office Plot No. 1&4, Atgaon Industrial Complex, Mumbai
Pyrolysis Plant The pyrolysis plant located at Plot No. 4, Chalisgaon, Industrial Area MIDC, Village
Proposed Project The new manufacturing facility proposed to set-up by our Company at Plot No
Companies / Entities ” beginning on page 187 of this Draft Red Herring Prospectus.
2(1)(zb) of the SEBI (ICDR) Regulations and disclosed in chapter titled “Our Group
” beginning on page 179 of this Draft Red Herring Prospectus. Promoter Group The persons and entities constituting the promoter group pursuant to Regulation
Mittal and Gaji Mercantile Private Limited. For details, see the chapter titled “Our
BharatWire Ropes Limited Terms Description Indian GAAP Generally Accepted Accounting Principles in India.
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
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.
Regulations, 2000, as amended. Peer Review Auditor Independent Auditor having a valid Peer Review certificate in our case being M/s. NGS & Company LLP.
“Our Management” beginning on page 160 of this Draft Red Herring Prospectus. Lender/Lenders Lenders of our Company comprising Term Loan Consortium Bankers and Working Capital Consortium Bankers. LLP Act Limited 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)
Key managerial personnel of our Company in terms of Regulation 2(1)(s) of the SEBI (ICDR) Regulations and disclosed in the chapter titled
ISIN International Securities Identification Number. In this case being - INE316L01019. Key Managerial Personnel (KMP)
IPO Committee The IPO committee constituted by our Board on June 15, 2015.
- – 4 admeasuring 2,54,376 square meters located at M.I.D.C. Chalisgaon Industrial Area, Village – Khadki, BK Chalisgaon, District Jalgaon – 424101, Maharashtra.
- – Khadki BK. Chalisgaon, District Jalgaon – 424101, Maharashtra.
- – Nasik Highway, Atgaon – East, Taluka- Shahpur, District – Thane – 421 601, Maharashtra, India.
BharatWire Ropes Limited Terms Description
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 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 constituted by our Board of directors on June 15, 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 shareholders. For details see the chapter titled “History and Certain Corporate Matters” beginning on page 154 of this Draft Red Herring Prospectus.
Term Loan Consortium Bankers Bank of Baroda, Central Bank of India, Corporation Bank, Export Import Bank of India.
State Bank of Bikaner and Jaipur, Union Bank and Vijaya Bank. Working Capital Consortium Bankers Bank of Baroda and State Bank of Bikaner and Jaipur.
ISSUE RELATED TERMS Terms Description Allotment/Allot/Allotted Issue of the Equity Shares pursuant to the Issue to the successful applicants.
Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder after the Basis of Allotment has been approved by the Designated Stock Exchange. Allottee The successful bidders to whom the Equity Shares are being / have been issued Application Supported by Block Amount (ASBA)
The process of submitting the Bid cum Application Form, whether physical or electronic, used by Bidders to make a Bid authorising a SCSB to block the Bid Amount in the ASBA Account. ASBA is mandatory for QIBs and the Non-Institutional 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 Application Amount of the ASBA Applicant.
ASBA Bid A Bid made by an ASBA Bidder ASBA Bidder Prospective Bidders in this Issue who Bid/ apply through ASBA.
BharatWire Ropes Limited Terms Description
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 / Escrow Collection Bank(s)
The banks which are Clearing Members and registered with SEBI as Banker to an issue with whom the Escrow Account(s) will be opened and in this case being [●]
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 316 of this Draft Red Herring 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 The date after which the Syndicate, the designated branches of SCSBs and Registered Brokers will not accept any Bids for this Issue, which shall be notified in an English national daily, a Hindi national daily and a Marathi newspaper each with wide circulation.
The extended Bid/Issue Closing Date shall also be notified on the website and terminals of the Syndicate Members and by intimation to the SCSBs and the Registered Brokers, as required under the SEBI (ICDR) Regulations. Our Company inconsultation with the BRLMs, may consider closing the Bidding by QIBs 1 (one) Working Day prior to the Bid/Issue Closing Date, which shall also be notified in an advertisement in the same newspapers in which the Bid/Issue Opening Date was published. Bid/Issue Opening Date The date on which the Syndicate, the SCSBsand Registered Brokers shall start accepting Bids for the Issue, which shall be the date notified in an English national daily, a Hindi national daily and a Marathi newspaper each with wide circulation. 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 can submit their Bids, inclusive of any revisions thereof. Bidder(s) Any ProspectiveBidders (including an ASBA Bidder) who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form. Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder/blocked in the ASBA Account upon submission of the Bid.
Bid cum Application Form The form in terms of which the Bidder (including a ASBA Bidder) shall make an offer to subscribe for the Equity Shares and which will be considered as the application for Allotment for the purposes of the Prospectus. Bid Lot
[●] BOBCAPS BOB Capital Markets Limited Book Building Process / Method
The book building process as provided under Schedule XI of the SEBI(ICDR) Regulations, in terms of which the Issue is being made. BRLMs/Book Running Lead Managers
The Book Running Lead Managers to the Issue, in this case being Intensive Fiscal Services Private Limited and BOB Capital Markets Limited. Broker Centres Broker centres notified by the Stock Exchanges where 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 Broker are available on the respective website of the Stock Exchanges. Broker to the Issue/ Registered Brokers
All recognized members of the Stock Exchange would be eligible to act as the Broker to the Issue/ Registered Brokers other members of the Syndicate. BSE BSE Limited.
BharatWire Ropes Limited Terms Description
CAN / Confirmation of 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
Allocation Note Stock Exchange. Cap Price The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted. Compliance Officer Our Company Secretary who has been appointed as compliance officer of our Company. Controlling Branches of the Such branches of the SCSBs which co-ordinate Bids by the ASBA Bidders with the SCSBs 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 Any price within the Price Band 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 used by ASBA Bidders a list of which is available on Designated Date The date on which funds are transferred from the Escrow Account(s) to the Public Issue
Account or the Refund Account, as appropriate, and the amounts blocked by the SCSBs are transferred from the bank accounts of the ASBA Bidder to the Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to the Allottees.
Designated Stock Exchange [●]. DP ID Depository Participant’s Identitification. Draft Red Herring Prospectus This Draft Red Herring Prospectus dated July 21, 2015 issued in accordance with the or DRHP 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 Draft 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.
BharatWire Ropes Limited Terms Description
Employee Reservation Portion The p ortion of the Issue, being [●] 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 Account Account opened with the Escrow Collection Bank(s) and in whose favor the Applicant
(excluding the ASBA Applicant) will issue cheque or drafts in respect of the Application Amount when submitting an Application. Escrow Agreement Agreement to be entered into amongst our Company, BRLMs, the Registrar to the
Issue, the Escrow Collection Bank(s) for collection of the Application Amounts and the Refund Bank(s) for remitting refunds (if any) of the amounts collected to the Bidders (excluding the ASBABidders) on the terms and condition thereof.
Escrow Collection Bank(s) The Banks which are clearing members and registered with SEBI as Bankers to the Issue wherein the Escrow Account(s) of our Company will be opened. In this case being [●].
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, at or above which the Issue Price will be finalized and below which no Bids will be accepted. General Information Document/GID
General Information Document prepared and issued in accordance with the Circular (CIR/CFD/DIL/12/13) dated October 23, 2013 notified by SEBI. Intensive Intensive Fiscal Services Private Limited IPO Initial Public Offering. Issue / Issue Size / Public Issue Public Issue of
[●] Equity Shares of Rs.[●] each for cash at a Price of Rs.[●] per Equity & Share premium of Rs
[●] per Equity Share aggregating to Rs.7000lacs. The Issue comprises of the Net Issue to the public aggregating upto Rs.
[●] and Employee Reservation Portion aggregating upto Rs. [●]. Issue Closing Date [●]. Issue Opening Date [●]. Issue Agreement The agreement dated July 21, 2015 between our Company and the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Issue Issue Price The final price at which the Equity Shares will be Allotted in terms of the Red Herring
Prospectus. The Issue Price will be 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 kindly refer to the chapter titled “Objects of the Issue” beginning on page 83 of this Draft Red Herring 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 [●] 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.
BharatWire Ropes Limited Terms Description
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.
[●] (Floor Price) and the maximum price of Rs. [●] (Cap Price) and includes revisions thereof. The Price Band and the minimum
Bid Lot size for the Issue will be decided by our Company in consultation with the BRLMs and advertised, at least 5 (five) working days prior to the Bid/ Issue Opening Date, in all editions of English national daily Newspaper, all editions of Hindi national daily newspaper and 1 (one) Marathi Newspaper, each with wide circulation with the relevant financial ratios calculated at the Floor Price and at the Cap Price. Such advertisement will be available on the websites of the Stock Exchanges.
Pricing Date The date on which our Company, in consultation with the BRLMs, finalizes the Issue Price. Prospectus The Prospectus to be filed with the Register of Companies 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 that is determined at the end of the Book Building Process, the size of the Issue and certain other information, including any addenda or corrigenda thereto.
Public Issue Account Account opened with the Bankers to the Issue under section 40 of the Companies Act, 2013 to receive monies from the Escrow Account(s) on the Designated Date and to which the funds shall be transferred by the SCSBs from the ASBA Accounts
QIB Category/QIB Portion The portion of the Net Issue being not less than 75% of the Net Issue consisting of [●] Equity Shares to be made available for allocation to QIBs on a proportionate basis.
Qualified Foreign Investors / Non-resident investors, other than SEBI registered FIIs or sub-accounts or QFIs
SEBIregistered FVCIs, who meet ‘Know Your Client’ requirements prescribed by SEBI and are resident in a country which is (i) a member of Financial Action Task Force or a member of a group which is a member of Financial Action Task Force; and (ii) a signatory to 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 Regulations, and includes Public QIBs 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
BharatWire Ropes Limited Terms Description
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 RHP
The Red Herring Prospectus to be issued in accordance with Section 32 of the Companies Act, 2013 which will not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least 3 (three) days before the Bid/Issue Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date. Refund Account(s) Account opened with an Escrow Collection Bank from which the refunds of the whole or part of the Application Amount (excluding to the ASBA Applicants), if any, shall be made. Refund Banker [●]. Refunds through electronic transfer of funds
Refunds through electronic transfer of funds means refunds through ECS, Direct Credit or RTGS or NEFT or the ASBA process, as applicable. Registrar/ Registrar to the Issue
Registrar to the Issue being Karvy Computershare Private Limited situated at 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 Portion, submitting Bids, who have Bid for the Equity Shares for an amount not more than Rs. 200,000/ in any of the bidding options in the Net Issue (including HUFs applying through their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs
Retail Portion The portion of the Net Issue being not more than 10% of the Net Issue consisting of [●] Equity Shares available for allocation to Retail Individual Bidder(s) on a proportionate basis subject to valid Bids being received at or above the Issue Price.
Revision Form The form used by the Bidders (including ASBA Bidders) to modify the quantity ofEquity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s). Self-Certified Syndicate Bank(s) / SCSB(s)
Banks which are registered with SEBI under the SEBI (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking of bank account, a list of which is available on http://www.sebi.gov.in
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 to be entered into amongst the BRLMs, the Syndicate Members and our
Company in relation to the collection of Bids in this Issue (excluding Bids from Bidders applying through the ASBA process or Bids submitted to the Registered Brokers at the Broking Centres). Syndicate Member(s)
[●] TRS / Transaction Registration Slip
The slip or document issued by a member of the Syndicate or an SCSB (only on demand), as the case may be, to the Bidder, as proof of registration of the Bid. Underwriter(s)
[●] Underwriting Agreement The Agreement dated [●] entered between the Underwriters and our Company. U.S. Securities Act U.S. Securities Act of 1933, as amended. Working Days All days other than a Sunday or a public holiday (except during the Issue Period where a working day means all days other than a Saturday, Sunday or a public holiday), on which commercial banks in India are open for business.
COMPANY AND INDUSTRY RELATED TERMS
BharatWire Ropes Limited Terms Description
BIS Bureau of Indian Standards
BPCL Bharat Petroleum Corporation Limited BPO Business Process Outsourcing BSI British Standards Institution CAGR Compounded Annual Growth Rate CARE Credit Analysis & Research Limited CARE Report Report on Indian Steel and Wire Rope Industry dated June 30, 2015 by Credit Analysis and Research Limited CMIE Centre for Monitoring Indian Economy Private Limited CORE Central Organisation for Railway Electrification CRM Customer Relationship Management DGMS Directorate General of Mines Safety EBIDTA Earnings before Interest Depreciation, Tax and Amortization.
EPF Act Employees Provident Funds and Miscellaneous Provisions Act, 1952. 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 ASBA Applications Supported by Blocked Amount AIF Alternative Investment Funds registered under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
BharatWire Ropes Limited Abbreviation Full Form
B. A Bachelor of Arts
B. Com Bachelor of Commerce
B. E Bachelor of Engineering
B. Sc Bachelor of Science