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BID/OFFER PROGRAMMEBID/OFFER OPENED ON March 22, 2017(1)
BID/OFFER CLOSED ON March 24, 2017
(1) The Anchor Investor Bid/Offer Period opened and closed one
Working Day prior to the Bid/Offer Opening Date i.e., March 21,
2017
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE
OFFER
IDFC Bank LimitedNaman Chambers, C-32, G BlockBandra Kurla
Complex, Bandra (East)Mumbai 400 051Tel: +91 22 6622 2600Fax: +91
22 6622 2501E-mail: [email protected] Investor Grievance
E-mail:[email protected]: www.idfcbank.comContact Person:
Mangesh Ghogle /Mohit BaserSEBI Registration No.:
MB/INM000012250
Equirus Capital Private Limited12th Floor, C Wing, Marathon
FuturexN.M. Joshi Marg, Lower ParelMumbai 400 013Tel: +91 22 4332
0600Fax: +91 22 4332 0601E-mail: [email protected] Investor
Grievance E-mail: [email protected]:
www.equirus.com Contact Person: Swati Chirania/ Gaurav Phadke SEBI
Registration No: INM000011286
HDFC Bank LimitedInvestment Banking Group, Unit No 401& 402,
4th floor, Tower B, Peninsula Business ParkLower Parel, Mumbai 400
013Tel: +91 22 3395 8015 Fax: +91 22 3078 8584 E-mail:
[email protected] Investor Grievance E-mail:
[email protected] Website: www.hdfcbank.com Contact
Person: Keyur Desai/ Rishi Tiwari SEBI Registration No:
INM000011252
Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot
31-32, Gachibowli Financial District, NanakramgudaHyderabad 500
032Tel: +91 40 6716 2222 Fax: +91 40 2343 1551E-mail:
[email protected] Grievance
E-mail:[email protected]:
https://karisma.karvy.comContact Person: M Murali KrishnaSEBI
Registration No.: INR000000221
PROSPECTUSDated: March 27, 2017
(Please read Section 32 of the Companies Act, 2013)100% Book
Built Offer
SHANKARA BUILDING PRODUCTS LIMITEDOur Company was originally
incorporated as Shankara Pipes India Private Limited on October 13,
1995 at Bengaluru, Karnataka, India as a private limited company
under the Companies Act, 1956. Subsequently, our Company was
converted to a public limited company and a fresh certificate of
incorporation consequent upon conversion to a public limited
company was issued by the Registrar of Companies, Bangalore,
Karnataka (RoC) on August 28, 2007 in the name of Shankara Pipes
India Limited. The name of our Company was subsequently changed to
Shankara Infrastructure Materials Limited and a fresh certificate
of incorporation consequent upon change of name was issued by the
RoC on March 25, 2011. Thereafter, the name of our Company was
changed to Shankara Building Products Limited and a fresh
certificate of incorporation consequent upon change of name was
issued by the RoC on July 27, 2016. For details of change in the
name and Registered Office of our Company, see History and Certain
Corporate Matters on page 109.
Registered and Corporate Office: G2, Farah Winsford, No. 133,
Infantry Road, Bengaluru 560 001, Karnataka, India Contact Person:
Ereena Vikram, Company Secretary and Compliance Officer; Tel: +91
80 4011 7777; Fax: +91 80 4111 9317
E-mail: [email protected] Website:
www.shankarabuildpro.comCorporate Identity Number:
U26922KA1995PLC018990
OUR PROMOTER: SUKUMAR SRINIVAS
PUBLIC OFFER OF 7,500,029 EQUITY SHARES OF FACE VALUE OF 10 EACH
(EQUITY SHARES) OF SHANKARA BUILDING PRODUCTS LIMITED (COMPANY OR
ISSUER) FOR CASH AT A PRICE OF 460 PER EQUITY SHARE (INCLUDING A
SHARE PREMIUM OF 450 PER EQUITY SHARE) AGGREGATING TO 3,450.01
MILLION (OFFER) COMPRISING A FRESH ISSUE OF 978,289 EQUITY SHARES
AGGREGATING TO ` 450.01 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE
OF 816,252 EQUITY SHARES BY OUR PROMOTER, SUKUMAR SRINIVAS AND
5,705,488 EQUITY SHARES BY FAIRWINDS TRUSTEES SERVICES PRIVATE
LIMITED ACTING IN THE CAPACITY OF TRUSTEE OF RELIANCE ALTERNATIVE
INVESTMENTS FUND PRIVATE EQUITY SCHEME I (COLLECTIVELY THE SELLING
SHAREHOLDERS) AGGREGATING TO ` 3,000 MILLION (OFFER FOR SALE). THE
OFFER WILL CONSTITUTE 32.82%^ OF OUR POST-OFFER PAID-UP EQUITY
SHARE CAPITAL. THE ANCHOR INVESTOR OFFER PRICE IS ` 460 PER EQUITY
SHARE.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE OFFER
PRICE IS 46.00 TIMES THE FACE VALUE OF THE EQUITY SHARES.^Subject
to finalisation of Basis of Allotment
In terms of Rule 19(2)(b)(i) of the Securities Contracts
(Regulation) Rules, 1957, as amended (SCRR), this is an Offer for
at least 25% of the post-Offer paid-up equity share capital of our
Company. The Offer was made through the Book Building Process in
accordance with Regulation 26(1) of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended (the SEBI ICDR Regulations), wherein
50% of the Offer was allocated on a proportionate basis to
Qualified Institutional Buyers (QIBs) (QIB Portion), provided that
our Company and the Selling Shareholders, in consultation with the
BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a
discretionary basis (Anchor Investor Portion) at the Anchor
Investor Allocation Price, out of which one-third was reserved for
domestic Mutual Funds, in accordance with the SEBI ICDR
Regulations. 5% of the QIB Portion (excluding the Anchor Investor
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 (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Offer Price.
Further, not less than 15% of the Offer shall be available for
allocation on a proportionate basis to Non-Institutional Bidders
and not less than 35% of the Offer shall be available for
allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above
the Offer Price. All potential investors, other than Anchor
Investors, were required to mandatorily use the Application
Supported by Blocked Amount (ASBA) process providing details of
their respective bank accounts which were blocked by the Self
Certified Syndicate Banks (SCSBs). For details, see Offer Procedure
on page 198.
RISK IN RELATION TO THE FIRST OFFERThis 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 ` 10 and the Offer Price is 46.00 times the face value. The
Offer Price (determined and justified by our Company and the
Selling Shareholders, in consultation with the BRLMs, as stated
under Basis for Offer Price on page 73) 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 the 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 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 contents of this Prospectus. Specific attention of the
investors is invited to Risk Factors on page 15.
ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur
Company, having made all reasonable inquiries, accepts
responsibility for and confirms that this 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 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 or inclusion 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. Further, the Selling Shareholders severally
accept responsibility that this Prospectus contains all information
about them as Selling Shareholders in the context of the Offer for
Sale and further severally assume responsibility for statements in
relation to them included in this Prospectus and the Equity Shares
offered by them in the Offer and that such statements are true and
correct in all material respects and not misleading in any material
respect.
LISTINGThe Equity Shares to be offered through this Prospectus
are proposed to be listed on the BSE and the NSE. Our Company has
received an in-principle approval from the BSE and the NSE for the
listing of the Equity Shares pursuant to letters dated October 25,
2016 and November 11, 2016, respectively. For the purposes of the
Offer, the Designated Stock Exchange shall be BSE. A copy of the
Red Herring Prospectus was and this Prospectus shall be delivered
for registration to the RoC in accordance with Section 26(4) of the
Companies Act, 2013. For details of the material contracts and
documents which were made available for inspection from the date of
the Red Herring Prospectus, up to the Bid/Offer Closing Date, see
Material Contracts and Developments on page 321.
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TABLE OF CONTENTS
SECTION I: GENERAL
........................................................................................................................................................
2
DEFINITIONS AND ABBREVIATIONS
...........................................................................................................................
2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
.....................................................................
11 FORWARD-LOOKING STATEMENTS
..........................................................................................................................
13
SECTION II: RISK FACTORS
..........................................................................................................................................
15
SECTION III: INTRODUCTION
.......................................................................................................................................
35
SUMMARY OF INDUSTRY
............................................................................................................................................
35 SUMMARY OF OUR
BUSINESS.....................................................................................................................................
40 SUMMARY OF FINANCIAL INFORMATION
..............................................................................................................
45 THE OFFER
.......................................................................................................................................................................
51 GENERAL
INFORMATION.............................................................................................................................................
52 CAPITAL STRUCTURE
...................................................................................................................................................
59 OBJECTS OF THE OFFER
...............................................................................................................................................
69 BASIS FOR OFFER PRICE
...............................................................................................................................................
73 STATEMENT OF TAX BENEFITS
..................................................................................................................................
76
SECTION IV: ABOUT OUR COMPANY
.........................................................................................................................
78
INDUSTRY OVERVIEW
..................................................................................................................................................
78 OUR BUSINESS
................................................................................................................................................................
90 REGULATIONS AND POLICIES
..................................................................................................................................
105 HISTORY AND CERTAIN CORPORATE MATTERS
.................................................................................................
109 OUR MANAGEMENT
....................................................................................................................................................
120 OUR PROMOTER AND PROMOTER GROUP
.............................................................................................................
135 OUR GROUP ENTITIES
.................................................................................................................................................
137 RELATED PARTY TRANSACTIONS
...........................................................................................................................
140 DIVIDEND POLICY
.......................................................................................................................................................
141
SECTION V: FINANCIAL INFORMATION
.................................................................................................................
142
FINANCIAL STATEMENTS
..........................................................................................................................................
142 SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS
................................................................
143 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS
.................................................................................................................................................................
150 FINANCIAL INDEBTEDNESS
......................................................................................................................................
170
SECTION VI: LEGAL AND OTHER INFORMATION
...............................................................................................
172
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
.......................................................................
172 GOVERNMENT AND OTHER APPROVALS
..............................................................................................................
176 OTHER REGULATORY AND STATUTORY DISCLOSURES
...................................................................................
179
SECTION VII: OFFER INFORMATION
.......................................................................................................................
191
TERMS OF THE OFFER
.................................................................................................................................................
191 OFFER STRUCTURE
.....................................................................................................................................................
195 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
.................................................................
197 OFFER PROCEDURE
.....................................................................................................................................................
198
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
..............................................................
238
SECTION IX: OTHER INFORMATION
........................................................................................................................
321
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
.........................................................................
321 DECLARATION
.............................................................................................................................................................
324
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations
which, unless the context otherwise indicates or implies, shall
have the meaning as provided below. References to any
legislation, act or regulation shall be to such legislation, act
or
regulation, as amended from time to time.
General Terms
Term Description
our Company, the Company or
the Issuer
Shankara Building Products Limited, a company incorporated under
the Companies Act, 1956
and having its Registered and Corporate Office at G2, Farah
Winsford, No. 133, Infantry
Road, Bengaluru 560 001, Karnataka, India
we, us or our Our Company and our Subsidiaries
Company Related Terms
Term Description
Articles of Association or AoA Articles of Association of our
Company, as amended
Audit and Risk Management
Committee
Audit and risk management committee of our Company
Auditors/Statutory Auditors Statutory auditors of our Company,
namely, Haribhakti & Co., LLP, Chartered Accountants
Board/Board of Directors Board of directors of our Company or a
duly constituted committee thereof
CCDs Compulsorily convertible debentures bearing coupon rate of
1.44% issued by our Company
CFO Chief financial officer of our Company
Corporate Social Responsibility
Committee
Corporate social responsibility committee of our Company
CRIPL Centurywells Roofing India Private Limited
Director(s) Director(s) on the Board
Equity Shares Equity shares of our Company of face value of `10
each
Executive Directors Executive Directors of our Company
Fairwinds Fairwinds Trustees Services Private Limited, formerly
called Reliance Alternative Investments
Services Private Limited, which holds Equity Shares in the
capacity of trustee of Reliance PE
Scheme I
FAML Fairwinds Asset Managers Limited, for details see Capital
Structure on page 64
Fairwinds SA Subscription agreement dated February 24, 2011
executed between our Promoter, our
Company, certain other shareholders of our Company and Reliance
PE Scheme I acting
through its trustee Fairwinds
Fairwinds SHA Shareholders agreement dated February 24, 2011
executed between our Promoter, our
Company, certain other existing shareholders and Reliance PE
Scheme I acting through its
trustee Fairwinds
Group Entities Our Group Entities are:
1. Shankara Meta-Steels India Private Limited; and 2. Shankara
Holdings Private Limited. For details, see Our Group Entities on
page 137
IPO Committee IPO committee of our Company
Key Management Personnel Key management personnel of our Company
in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations, the
Companies Act, 2013 and as disclosed in Our Management on page
132
Managing Director Managing Director of our Company
Memorandum of Association or MoA Memorandum of Association of
our Company, as amended
Nomination and Remuneration
Committee
Nomination and remuneration committee of our Company
Promoter Group Persons and entities constituting the promoter
group of our Company in terms of Regulation
2(1)(zb) of the SEBI ICDR Regulations
For details see, Our Promoter and Promoter Group on page 136
Promoter Promoter of our Company namely, Sukumar Srinivas For
details, see Our Promoter and Promoter Group on page 135
Reliance PE Scheme I Reliance Alternative Investments Fund
Private Equity Scheme I
Registered and Corporate Office Registered and corporate office
of our Company located at G2, Farah Winsford, No. 133,
Infantry Road, Bengaluru 560 001, Karnataka, India
Registrar of Companies/RoC Registrar of Companies, Bangalore,
Karnataka
Restated Consolidated Financial
Statements
The audited and restated consolidated financial statements of
our Company, along with our
subsidiaries for the Financial Years ended March 31, 2012, March
31, 2013, March 31, 2014,
March 31, 2015, and March 31, 2016 and for the nine months
period ended December 31,
2016, which comprises the restated consolidated balance sheet,
the restated consolidated
statement of profit and loss and the restated consolidated cash
flow statement, together with the
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Term Description
annexures and notes thereto
Restated Financial Statements Collectively, the Restated
Consolidated Financial Statements and the Restated Standalone
Financial Statements
Restated Standalone Financial
Statements
The audited and restated standalone financial statements of our
Company for the Financial
Years ended March 31, 2012, March 31, 2013, March 31, 2014,
March 31, 2015 and March 31,
2016, and the nine months period ended December 31, 2016, which
comprises the restated
standalone balance sheet, the restated standalone statement of
profit and loss and the restated
standalone cash flow statement, together with the annexures and
notes thereto
Shankara Holdings Shankara Holdings Private Limited
Shankara Meta-Steels Shankara Meta-Steels India Private
Limited
Shareholder(s) Shareholder of our Company
SNHL Steel Network Holdings Pte Ltd
Stakeholders Relationship Committee Stakeholders relationship
committee of our Company
Subsidiaries or individually known as
Subsidiary
Subsidiaries of our Company, namely:
1. Centurywells Roofing India Private Limited; 2. Steel Network
Holdings Pte Ltd; 3. Taurus Value Steel & Pipes Private
Limited; and 4. Vishal Precision Steel Tubes and Strips Private
Limited
TVSPPL Taurus Value Steel & Pipes Private Limited formerly
called Taurus Tubes & Pipes Private
Limited
VPSPL Vishal Precision Steel Tubes and Strips Private
Limited
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the
Designated Intermediary to a Bidder as proof of registration
of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires,
allotment of the Equity Shares pursuant to the Fresh
Issue and transfer of the Equity Shares offered by the Selling
Shareholders pursuant to the Offer
for Sale to the successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent
to the successful Bidders who have been or are
to be Allotted the Equity Shares after the Basis of Allotment
has been approved by the
Designated Stock Exchange
Allottee(s) A successful Bidder to whom the Equity Shares are
Allotted
Anchor Escrow Account(s) Account(s) opened with the Escrow
Collection Bank(s) and in whose favour the Anchor
Investors will transfer money through direct credit/NEFT/RTGS in
respect of the Bid Amount
when submitting a Bid
Anchor Investor(s) A Qualified Institutional Buyer, applying
under the Anchor Investor Portion in accordance with
the SEBI ICDR Regulations
Anchor Investor Allocation Price The price at which Equity
Shares were allocated to Anchor Investors at the end of the
Anchor
Investor Bid/Offer Period
Anchor Investor Application Form The form used by an Anchor
Investor to make a Bid in the Anchor Investor Portion and which
will be considered as an application for Allotment in terms of
the Red Herring Prospectus and
the Prospectus
Anchor Investor Bid/Offer Period The day, one Working Day prior
to the Bid/Offer Opening Date i.e., March 21, 2017, on which
Bids by Anchor Investors were submitted and allocation to Anchor
Investors was completed
Anchor Investor Offer Price `460
Anchor Investor Portion 60% of the QIB Portion, consisting of
2,250,000 Equity Shares allocated by our Company and
the Selling Shareholders in consultation with the BRLMs to
Anchor Investors on a
discretionary basis
One-third of the Anchor Investor Portion was reserved for
domestic Mutual Funds, subject to
valid Bids having been received from domestic Mutual Funds at or
above the Anchor Investor
Allocation Price
Application Supported by Blocked
Amount or ASBA
An application, whether physical or electronic, used by ASBA
Bidders to make a Bid and
authorizing an SCSB to block the Bid Amount in the ASBA
Account
ASBA Account A bank account maintained with an SCSB and
specified in the ASBA Form submitted by
ASBA Bidders for blocking the Bid Amount mentioned in the ASBA
Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic,
used by ASBA Bidders which will be
considered as the application for Allotment in terms of the Red
Herring Prospectus and this
Prospectus
Banker(s) to the Offer Escrow Collection Bank(s), Public Issue
Account Bank(s) and Refund Bank(s)
Basis of Allotment Basis on which Equity Shares will be Allotted
to successful Bidders under the Offer and which is described in
Offer ProcedureBasis of Allocation on page 227
Bid An indication to make an offer during the Bid/Offer Period
by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor
Bid/Offer Period by an Anchor
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4
Term Description
Investor pursuant to submission of the Anchor Investor
Application Form, to subscribe to or
purchase the Equity Shares of our Company at a price within the
Price Band, including all
revisions and modifications thereto as permitted under the SEBI
ICDR Regulations
The term Bidding shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the
Bid cum Application Form and payable by
the Bidder or blocked in the ASBA Account of the Bidder, as the
case may be, upon submission
of the Bid in the Offer
Bid cum Application Form The Anchor Investor Application Form or
the ASBA Form, as the context requires
Bid Lot 32 Equity Shares and in multiples of 32 Equity Shares
thereafter
Bid/Offer Closing Date Except in relation to any Bids received
from the Anchor Investors, March 24, 2017
Bid/Offer Opening Date Except in relation to any Bids received
from the Anchor Investors, March 22, 2017
Bid/Offer Period Except in relation to Anchor Investors, March
22, 2017 to March 24, 2017
Bidder Any prospective investor who made a Bid pursuant to the
terms of the Red Herring Prospectus
and the Bid cum Application Form and unless otherwise stated or
implied, includes an ASBA
Bidder and an Anchor Investor
Bidding Centers Centers at which the Designated Intermediaries
accepted the ASBA Forms, i.e, Designated
Branches for SCSBs, Specified Locations for the Syndicate,
Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
Book Building Process Book building process, as provided in
Schedule XI of the SEBI ICDR Regulations, in terms of
which the Offer is being made
BRLMs or Book Running Lead
Managers
The book running lead managers to the Offer namely, IDFC,
Equirus and HDFC
Broker Centres Broker centres notified by the Stock Exchanges
where Bidders have submitted the ASBA
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 respective websites of the Stock
Exchanges
(http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=7
and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm.)
CAN/Confirmation of Allocation
Note
Notice or intimation of allocation of the Equity Shares to be
sent to Anchor Investors, who have
been allocated the Equity Shares, after the Anchor Investor
Bid/Offer Period
Cap Price `460 per Equity Shares
Cash Escrow Agreement The agreement dated March 13, 2017 entered
into by our Company, the Selling Shareholders, the Registrar to the
Offer, the BRLMs and the Banker(s) to the Offer for, inter alia,
collection
of the Bid Amounts from Anchor Investors, transfer of funds to
the Public Issue Account and
where applicable, refunds of the amounts collected from the
Anchor Investors, on the terms and
conditions thereof
Client ID Client identification number maintained with one of
the Depositories in relation to the demat
account
Collecting Depository Participant or
CDP
A depository participant as defined under the Depositories Act,
1996, registered with SEBI 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
Cut-off Price Offer Price, finalised by our Company and the
Selling Shareholders in consultation with the
BRLMs being `460 per Equity Shares
Only Retail Individual Bidders were entitled to Bid at the
Cut-off Price. No other category of
Bidders were entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders
address, name of the Bidders father/husband,
investor status, occupation and bank account details
Designated CDP Locations Such locations of the CDPs where
Bidders have submitted the ASBA Forms
The details of such Designated CDP Locations, along with names
and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms
are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
Designated Date The date on which instructions are given to the
Escrow Collection Bank(s) to transfer funds
from Anchor Escrow Account(s) and SCSBs to unblock the ASBA
Accounts and transfer the
amounts blocked in the ASBA Accounts, as the case may be, to the
Public Issue Account or the
Refund Account, as appropriate, in terms of the Red Herring
Prospectus and this Prospectus Designated Intermediaries Syndicate,
sub-syndicate members/agents, SCSBs, Registered Brokers, CDPs and
RTAs, who
are authorized to collect ASBA Forms from the ASBA Bidders, in
relation to the Offer
Designated RTA Locations Such locations of the RTAs where
Bidders have submitted the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names
and contact details of the
RTAs eligible to accept ASBA Forms are available on the
respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated SCSB Branches Such branches of the SCSBs which
collected the ASBA Forms, a list of which is available on
the website of SEBI at
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
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5
Term Description
Designated Stock Exchange BSE
Draft Red Herring Prospectus or
DRHP
The Draft Red Herring Prospectus dated September 28, 2016,
issued in accordance with the
SEBI ICDR Regulations and filed with SEBI on September 29, 2016,
which did not contain
complete particulars, including of the price at which the Equity
Shares will be Allotted and the
size of the Offer
Eligible NRI(s) NRI(s) eligible to invest under schedule 4 of
the FEMA Regulations, on a non-repartiation
basis, from jurisdictions outside India where it is not unlawful
to make an offer or invitation
under the Offer and in relation to whom the ASBA Form and the
Red Herring Prospectus
constituted an invitation to subscribe for or purchase the
Equity Shares
Escrow Agent Escrow agent appointed pursuant to the Share Escrow
Agreement, namely, Karvy
Computershare Private Limited
Escrow Collection Bank(s) The Banker(s) to the Offer with whom
the Anchor Escrow Account(s) were opened, in this case
being HDFC (in its capacity as a Banker to the Offer)
Equirus Equirus Capital Private Limited
FII(s) Foreign institutional investors as defined under the SEBI
FPI Regulations investing under the
portfolio investment scheme under schedule 2 of the FEMA
Regulations
FPI(s) Foreign portfolio investors as defined under the SEBI FPI
Regulations investing under the
portfolio investment scheme under schedule 2A of the FEMA
Regulations
First Bidder Bidder whose name appears first in the Bid cum
Application Form or the Revision Form and in
case of joint Bids, whose name also appears as the first holder
of the beneficiary account held in
joint names
Floor Price `440 per Equity Share
Fresh Issue The fresh issue of 978,289 Equity Shares aggregating
to `450.01 million by our Company
General Information Document/GID The General Information
Document prepared and issued in accordance with the circular
(CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI,
suitably modified and included in Offer ProcedureGeneral
Information Document for Investing in Public Issues
on page 207
Gross Proceeds The Offer Proceeds less the amount to be raised
pursuant to the Offer for Sale by the Selling
Shareholders
HDFC HDFC Bank Limited
IDFC IDFC Bank Limited
Mutual Funds Mutual funds registered with SEBI under the
Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor
Investor Portion), or 75,000 Equity Shares which
was available for allocation to Mutual Funds only
Net Proceeds Gross Proceeds of the Fresh Issue less our Companys
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 169
Net QIB Portion The portion of the QIB Portion less the number
of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidders/NIBs All Bidders that are not QIBs or
Retail Individual Bidders and who have Bid for Equity Shares
for an amount more than `200,000 (but not including NRIs other
than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being 15% of
the Offer consisting of 1,125,005 Equity Shares which
shall be available for allocation on a proportionate basis to
Non-Institutional Bidders, subject to
valid Bids being received at or above the Offer Price
Non-Resident A person resident outside India, as defined under
FEMA and includes a non-resident Indian,
FIIs and FPIs. Non-residents were not permitted to participate
in the Offer, except (i) an FPI
(investing under the portfolio investment scheme in accordance
with Schedule 2A of the FEMA
Regulations); (ii) an FII (investing under the portfolio
investment scheme in accordance with
Schedule 2 of the FEMA Regulations); or (iii) an Eligible NRI
(investing on a non-repatriation
basis in accordance with Schedule 4 of the FEMA Regulations)
Offer The initial public offering of 7,500,029 Equity Shares of
face value of `10 each for cash at a
price of `460 each, aggregating to `3,450.01 million comprising
the Fresh Issue and the Offer
for Sale
Offer Agreement The agreement dated September 28, 2016 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 6,521,740 Equity Shares by
the Selling Shareholders at the Offer Price
aggregating to `3,000 million in terms of the Red Herring
Prospectus
Offer Price `460 per Equity Share, being the final price at
which Equity Shares were Allotted to the
successful Bidders other than Anchor Investors. Equity Shares
were Allocated] to Anchor
Investors at the Anchor Investor Offer Price in terms of the Red
Herring Prospectus
The Offer Price was decided by our Company and the Selling
Shareholders, in consultation
with BRLMs, on the Pricing Date
Offer Proceeds The proceeds of this Offer that will be available
to our Company and the Selling Shareholders
Price Band Price band of a minimum price of `440 per Equity
Share (Floor Price) and the maximum price
of `460 per Equity Share (Cap Price) including any revisions
thereof
-
6
Term Description
Pricing Date March 27, 2017, being the date on which our Company
and the Selling Shareholders in
consultation with BRLMs, will finalised the Offer Price
Prospectus This Prospectus dated March 27, 2017 filed with the
RoC after the Pricing Date in accordance with Section 26 of the
Companies Act, 2013 and the SEBI ICDR Regulations, containing,
inter-
alia, the Offer Price that was determined at the end of the Book
Building Process, the size of
the Offer and certain other information including any addenda or
corrigenda thereto
Public Issue Account(s) Bank account opened under Section 40(3)
of the Companies Act, 2013 to receive monies from
the Anchor Escrow Account(s) and ASBA Accounts on or after the
Designated Date
Public Issue Account Bank The Banker(s) to the Offer with whom
the Public Issue Account(s) shall be maintained, in this
case being HDFC (in its capacity as a Banker to the Offer)
QIB Category/QIB Portion The portion of the Offer (including the
Anchor Investor Portion) being 50% of the Offer
consisting of 3,750,000 Equity Shares which have been allocated
to QIBs (including Anchor
Investors)
Qualified Institutional Buyer(s) or
QIBs or QIB Bidders
Qualified institutional buyer(s) as defined under Regulation
2(1)(zd) of the SEBI ICDR
Regulations
Red Herring Prospectus or RHP The Red Herring Prospectus dated
March 13, 2017, issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR
Regulations, which did not have
complete particulars of the price at which the Equity Shares
were offered and the size of the
Offer including the corrigendum dated March 21, 2017
The Red Herring Prospectus was registered with the RoC at least
three days before the
Bid/Offer Opening Date and has become this Prospectus which is
being filed with the RoC after
the Pricing Date
Refund Account(s) The account opened with the Refund Bank, from
which refunds, if any, of the whole or part of
the Bid Amount to the Bidders shall be made
Refund Bank(s) The Bankers to the Offer with whom the Refund
Account(s) were opened, in this case being
HDFC (in its capacity as a Banker to the Offer)
Registered Brokers Stock brokers registered with the stock
exchanges having nationwide terminals, other than the
BRLMs and the Syndicate Members are eligible to procure Bids in
terms of Circular No.
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar and Share Transfer Agents
or RTAs
Registrars to an issue and share transfer agents registered with
SEBI and eligible to procure
Bids at the Designated RTA Locations in terms of circular
no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Registrar to the Offer or Registrar Karvy Computershare Private
Limited
Retail Individual Bidder(s)/RIB(s) Individual Bidders who have
Bid for the Equity Shares for an amount of not more than
`200,000 in any of the bidding options in the Offer (including
HUFs applying through their
karta and Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35%
of the Offer consisting of 2,625,024 Equity
Shares which was available for allocation to Retail Individual
Bidder(s) in accordance with the
SEBI ICDR Regulations, subject to valid Bids having been
received at or above the Offer Price
Revision Form(s) Form used by the Bidders to modify the quantity
of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s)
QIB Bidders and Non-Institutional Bidders are not allowed to
withdraw or lower their Bids (in
terms of quantity of Equity Shares or the Bid Amount) at any
stage. Retail Individual Bidders
can revise their Bids during the Bid/Offer Period and withdraw
their Bids until Bid/Offer
Closing Date.
Self Certified Syndicate Bank(s) or
SCSB(s)
The banks registered with SEBI, offering services in relation to
ASBA, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
Selling Shareholders Our Promoter and Fairwinds acting in the
capacity of trustee of Reliance PE Scheme I
Share Escrow Agreement The agreement dated March 13, 2017
entered into among the Selling Shareholders, our
Company, the BRLMs and the 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 Allottees
Specified Locations Bidding Centres where the Syndicate accepted
Bid cum Application Form
Syndicate The BRLMs and the Syndicate Members
Syndicate Agreement The agreement dated February 28, 2017
entered into among the BRLMs, the Syndicate
Members, our Company and the Selling Shareholders in relation to
collection of Bid cum
Application Forms by the Syndicate
Syndicate Members Intermediaries registered with SEBI who are
permitted to carry out activities as an underwriter,
namely, HDFC Securities Limited, Sharekhan Limited and Equirus
Securities Private Limited
Underwriter(s) The BRLMs and the Syndicate Members
Underwriting Agreement The agreement dated March 27, 2017 among
the Underwriters, the Registrar to the Offer, our
Company and the Selling Shareholders
Working Day Working Day means all days, other than second and
fourth Saturday of the month, Sunday or
a public holiday, on which commercial banks in Mumbai are open
for business; provided
however, with reference to (a) announcement of Price Band; and
(b) Bid/Offer Period,
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
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7
Term Description
Working Day shall mean all days, excluding all Saturdays,
Sundays or a public holiday, on
which commercial banks in Mumbai are open for business; and with
reference to the time
period between the Bid/Offer Closing Date and the listing of the
Equity Shares on the Stock
Exchanges, Working Day shall mean all trading days of Stock
Exchanges, excluding Sundays
and bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January
21, 2016
Technical/Industry Related Terms/Abbreviations
Term Description
Alstone Alstone International
APL Apollo APL Apollo Tubes Limited
B2B Business to business
B2C Business to customer
CNBC TV Consumer News and Business Channel Television
CP Commercial plumbing
CPVC Chlorinated polyvinyl chloride
CR Cold rolled
CRISIL CRISIL Limited
CRISIL Research CRISIL Research a division of CRISIL Limited
CRISIL Report CRISIL Research Report titled Assessment of
Housing and Building Material Industry in India,
September 2016 dated September 26, 2016 read alongwith addendum
dated February 3, 2017
ERP Enterprise resource planning
ERW Electric resistance welded pipes
FIFO First-in First-out
FRP Fibre-reinforced plastic
Futura Futura Kitchen Sinks India Private Limited
GC Galvanized corrugated
GI Galvanised iron
GP Galvanised plain
HR Hot rolled
IT Information technology
Johnson H&R Johnson (India), a division of Prism Cement
Limited
M Sand Manufactured sand
mn Million
MIS Management information system
MT Million tonnes
MTPA Million tonnes per annum
OEMs Original equipment manufacturers
PVC Polyvinyl chloride
RMC Ready mix cement
SAW Submerged arc welded pipes
Sintex Sintex Industries Limited
SKU Stock keeping unit
Sq. Ft. Square feet
SSSG Same Store Sales Growth
Tier-I Cities Hyderabad, Bengaluru, Mumbai and Chennai
Tier-II Cities Vijayawada, Warangal, Visakhapatnam, Ahmedabad,
Rajkot, Vadodara, Surat, Belgaum,
Hubli-Dharwad, Mangaluru, Mysore, Kozhikode, Kochi,
Thiruvananthapuram, Aurangabad,
Kolhapur, Puducherry, Salem, Coimbatore, Tiruchirappalli and
Madurai
Tier-III Cities Other than Tier-I and Tier-II Cities mentioned
above
TMT Thermo mechanical treatment
UPVC Unplasticized polyvinyl chloride
Uttam Galva Uttam Galva Steels Limited
Uttam Value Uttam Value Steels Limited
Conventional and General Terms or Abbreviations
Term Description
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered
with SEBI under the SEBI AIF
Regulations
AIDS Acquired Immune Deficiency Syndrome
Air Act Air (Prevention and Control of Pollution) Act, 1981
AS/Accounting Standards Accounting Standards issued by the
ICAI
BIS Bureau of Indian Standards
BIS Act Bureau of Indian Standards Act, 1986
-
8
Term Description
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I Foreign Portfolio
Investors
FPIs who are registered as Category I foreign portfolio
investors under the SEBI FPI
Regulations
Category II Foreign Portfolio
Investors
FPIs who are registered as Category II foreign portfolio
investors under the SEBI FPI
Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as Category III foreign portfolio
investors under the SEBI FPI
Regulations which shall include investors who are not eligible
under Category I and II foreign
portfolio investors such as endowments, charitable societies,
charitable trusts, foundations,
corporate bodies, trusts, individuals and family offices
CDSL Central Depository Services Limited
CIN Corporate identity number
Civil Code Civil Procedure Code, 1908
CETA Central Excise Tariff Act 1985
Companies Act Companies Act, 1956 and/or the Companies Act, 2013
as applicable
Companies Act, 1956 Companies Act, 1956, and the rules
thereunder (without reference to the provisions thereof that
have ceased to have effect upon the notification of the Notified
Sections)
Companies Act, 2013 The Companies Act, 2013, and the rules and
clarifications issued thereunder to the extent in
force pursuant to the notification of the Notified Sections
Consolidated FDI Policy Consolidated FDI Policy, effective from
June 7, 2016, issued by the DIPP including any
modifications thereto or substitutions thereof
CST Central sales tax
CST Act Central Sales Tax Act, 1956
CSR Corporate social responsibility
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director identification number
DIPP Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry,
Government of India
DP ID Depository Participants Identification
DP/ Depository Participant A depository participant as defined
under the Depositories Act
EBITDA Earnings Before Interest Taxes Depreciation and
Amortisation
EGM Extraordinary general meeting
EPA Environment Protection Act, 1986
EPS Earnings Per Share
ESOP Employee stock option plan
Excise Act Central Excise Act, 1944
Factories Act The Factories Act, 1948
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, and the rules and
regulations thereunder
FEMA Regulations FEMA (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
and amendments thereto
Finance Act Chapter V of the Finance Act, 1994
Financial Year/Fiscal(s)/FY Unless stated otherwise, the period
of 12 months ending March 31 of that particular year
FIPB Foreign Investment Promotion Board
FVCI Foreign venture capital investors as defined and registered
under the SEBI FVCI Regulations
GoI Government of India
GST/ GST Act Goods and Service Tax, Act 2016
Hazardous Waste Rules Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016
HIV Human Immunodeficiency Virus
ICAI The Institute of Chartered Accountants of India
ICICI ICICI Bank Limited
IFRS International Financial Reporting Standards
HUF Hindu undivided family
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in
India
Ind AS Indian Accounting Standards
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of
India
ISO International Organisation for Standardisation
IST Indian Standard Time
Legal Metrology Act Legal Metrology Act, 2009
Listing Regulations Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015
MAT Minimum Alternate Tax
Mutual Fund(s) Mutual Fund(s) means mutual funds registered
under the SEBI (Mutual Funds) Regulations,
1996
-
9
Term Description
N.A./ NA Not applicable
NAV Net Asset Value
Notified Sections The sections of the Companies Act, 2013 that
have been notified by the Ministry of Corporate
Affairs, Government of India, and are currently in effect
NR Non-resident
NRE Account Non Resident External Account
NRI An individual resident outside India who is a citizen of
India or is an Overseas Citizen of India
cardholder within the meaning of section 7(A) of the Citizenship
Act, 1955
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB(s)/ 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 and which was in existence
on October 3, 2003 and immediately before such date had taken
benefits under the general
permission granted to OCBs under FEMA. OCBs are not allowed to
invest in the Offer
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PIS Portfolio Investment Scheme
RBI The Reserve Bank of India
RoNW Return on Net Worth
`/Rs./Rupees/INR Indian Rupees
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted
under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012
SEBI FII Regulations Securities and Exchange Board of India
(Foreign Institutional Investors) Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India
(Foreign Venture Capital Investors) Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2009
SEBI VCF Regulations Securities and Exchange Board of India
(Venture Capital Fund) Regulations, 1996
Securities Act U.S. Securities Act of 1933
Service Tax Rules Service Tax Rules, 1994
STT Securities Transaction Tax
State Government The government of a state in India
Stock Exchanges The BSE and the NSE
Takeover Regulations Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Trade Marks Act Trade Marks Act, 1999
UK United Kingdom
U.S./USA/United States United States of America
US GAAP Generally Accepted Accounting Principles in the United
States of America
USD/US$ United States Dollars
VAS Value Added Services
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with
SEBI under the SEBI VCF Regulations
or the SEBI AIF Regulations, as the case may be
Water Act Water (Prevention and Control of Pollution) Act,
1974
Water Cess Act Water (Prevention & Control of Pollution)
Cess Act, 1977
Water Cess Rules Water (Prevention & Control of Pollution)
Cess Rules, 1978
The words and expressions used but not defined herein shall have
the same meaning as is assigned to such terms under the
SEBI ICDR Regulations, the Companies Act, the SCRA, the
Depositories Act and the rules and regulations made
thereunder.
Notwithstanding the foregoing, terms in Statement of Tax
Benefits, Significant Differences Between Indian GAAP and
Ind AS, Financial Statements, Main Provisions of Articles of
Association and Offer Procedure General Information
Document on pages 76, 143, 142, 238 and 207, respectively, shall
have the meaning given to such terms in such sections.
Page numbers refer to page number of this Prospectus, unless
otherwise specified.
Unless stated otherwise, the meanings ascribed to the terms
defined under the Glossary and Abbreviations Part B -
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10
General Information Document under Offer Procedure on page 233,
shall only be in respect of such terms used in Part
B - General Information Document.
-
11
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in this Prospectus to India are to the Republic
of India.
Financial Data
Unless stated otherwise, the financial data in this Prospectus
is derived from the Restated Standalone Financial Statements
or the Restated Consolidated Financial Statements prepared in
accordance with the Companies Act, 2013, Indian GAAP and
restated in accordance with the SEBI ICDR Regulations.
In this Prospectus, any discrepancies in any table between the
total and the sums of the amounts listed are due to rounding
off. In this Prospectus, all numerical figures in decimals have
been rounded off to the second decimal and all percentage
numbers have been rounded off to two places. Further, unless
stated otherwise, references to all financial figures and
financial ratios in this Prospectus have been derived from the
Restated Consolidated Financial Statements.
Our Companys financial year commences on April 1 and ends on
March 31 of the next year. Accordingly, all references to
a particular financial year, unless stated otherwise, are to the
12 month period ended on March 31 of that year.
Our Restated Financial Statements have been prepared in
accordance with Indian GAAP. There are significant differences
between Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to
IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial
data included in this Prospectus and it is urged that you
consult your own advisors regarding such differences and their
impact on our Companys financial data. Our financial statements
for periods subsequent to April 1, 2017, will be prepared
and presented in accordance with Ind AS. Given that Ind AS
differs in many respects from Indian GAAP, our financial
statements prepared and presented in accordance with Ind AS may
not be comparable to our historical financial statements
prepared under Indian GAAP.
For details in connection with risks involving differences
between Indian GAAP and IFRS and risks in relation to Ind AS, see
Risk Factors Public companies in India, including us, are required
to prepare financial statements under Ind AS and
compute Income Tax under the Income Computation and Disclosure
Standards (the ICDS). The transition to Ind AS and
ICDS in India is very recent and we may be negatively affected
by such transition on page 32 and Significant Differences
Between Indian GAAP and Ind AS on page 143. The degree to which
the financial information included in this Prospectus
will provide meaningful information is entirely dependent on the
readers level of familiarity with Indian accounting
policies and practices, the Companies Act and the SEBI ICDR
Regulations. Any reliance by persons not familiar with
Indian accounting policies and practices on the financial
disclosures presented in this Prospectus should accordingly be
limited.
Unless the context otherwise indicates, any percentage amounts,
as set forth in Risk Factors, Our Business and
Managements Discussion and Analysis of Financial Condition and
Results of Operations on pages 15, 90 and 150
respectively, and elsewhere in this Prospectus have been
calculated on the basis of the audited financial information of
our
Company prepared in accordance with Indian GAAP and the
Companies Act and restated in accordance with the SEBI
ICDR Regulations.
Currency and Units of Presentation
All references to Rupees or ` or INR or Rs. are to Indian Rupee,
the official currency of the India. All references to
USD or US$ or $ are to United States Dollar, the official
currency of the United States.
Our Company has presented all numerical information in this
Prospectus in million units or in whole numbers where the
numbers have been too small to represent in millions. One
million represents 1,000,000 and one billion represents
1,000,000,000.
Exchange Rates
This Prospectus contains conversions of certain other currency
amounts into Indian Rupees that have been presented solely
to comply with the SEBI ICDR Regulations. These conversions
should not be construed as a representation that these
currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated,
information with respect to the exchange rate between the Rupee
and the respective foreign currencies:
Currency As on March 31,
2012
(`)(1)
As on March 31,
2013
(`)(1)
As on March 31,
2014
(`)(1)
As on March 31,
2015
(`)
As on March 31,
2016
(`)
As on December
31, 2016
(`)
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12
Currency As on March 31,
2012
(`)(1)
As on March 31,
2013
(`)(1)
As on March 31,
2014
(`)(1)
As on March 31,
2015
(`)
As on March 31,
2016
(`)
As on December
31, 2016
(`)
1 USD 51.16 54.39 60.10 62.59 66.33 67.95(2) (Source:
https://rbi.org.in)
(1) In the event that March 31 of any of the respective years is
a public holiday, the previous calendar day not being a public
holiday has been considered
(2) The exchange rate considered is as on December 30, 2016 on
account of exchange rate not being available for December 31,
2016.
Land and Units of Presentation
Our Company has presented units of land in this Prospectus in
acres and square feet.
Industry and Market Data
Unless stated otherwise, industry and market data used in this
Prospectus have been obtained or derived from publicly
available information as well as industry publications and
sources.
Industry publications generally state that the information
contained in such publications have been obtained from publicly
available documents from various sources believed to be reliable
but their accuracy and completeness are not guaranteed
and their reliability cannot be assured. Although we believe
that the industry and market data used in this Prospectus is
reliable, it has not been independently verified by us, the
respective Selling Shareholders, the BRLMs or any of their
affiliates or advisors. The data used in these sources may have
been reclassified by us for the purposes of presentation. Data
from these sources may also not be comparable. Such data
involves risks, uncertainties and numerous assumptions and is
subject to change based on various factors, including those
discussed in Risk Factors on page 15. Accordingly, investment
decisions should not be based solely on such information.
Information has been included in this Prospectus from the CRISIL
Report, which has been commissioned by the Company
for the purposes of confirming its understanding of the industry
in connection with the Offer, for which our Company had made a
payment to CRISIL Limited. For details of risks in relation to the
industry report, see Risk Factors Our Company
has commissioned an industry report from CRISIL Research which
has been used for industry related data in this
Prospectus and such data has not been independently verified by
us on page 25.
In accordance with the SEBI ICDR Regulations, Basis for the
Offer Price on page 73 includes information relating to our
peer group companies. Such information has been derived from
publicly available sources, and neither we, nor the BRLMs
have independently verified such information.
The extent to which the market and industry data used in this
Prospectus is meaningful depends on the readers familiarity
with, and understanding of the methodologies used in compiling
such data. There are no standard data gathering
methodologies in the industry in which the business of our
Company is conducted, and methodologies and assumptions may
vary widely among different industry sources.
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13
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 Companys strategies, objectives, plans or goals are
also forward-looking statements. All forward-looking
statements are based on our current plans, estimates,
presumptions and expectations and 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.
Further, actual results may differ materially from those
suggested by the forward-looking statements due to risks or
uncertainties or assumptions associated with the expectations
with respect to, but not limited to, regulatory changes
pertaining to the industry in which our Company has businesses
and our ability to respond to them, our ability to
successfully implement our strategy, our growth and expansion,
technological changes, our exposure to market risks,
general economic and political conditions which have an impact
on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices
or
other rates or prices, the performance of the financial markets
in India and globally, changes in domestic laws, regulations
and taxes, changes in competition in its industry and incidents
of any natural calamities and/or acts of violence. Important
factors that could cause actual results to differ materially
from our Companys expectations include, but are not limited to,
the following:
dependence of our Subsidiaries on our Company for sale of their
products;
uncertainty regarding the housing market, real estate prices,
economic conditions and other factors beyond our control;
absence of definitive agreements with a majority of our vendors
for supply of our raw materials and retail products;
any disruptions in our logistics or supply chain network and
other factors affecting the distribution of our merchandise;
inability to identify or effectively respond to consumer needs,
expectations or trends in a timely manner;
dependence of our success on the value, perception and product
quality associated with our retail stores;
dependence of our success on our ability to attract, develop and
retain trained store representatives while also controlling our
labour costs;
exposure to payment-related risks that could increase our
operating costs, expose us to delays, fraud, litigation, subject us
to potential liability and potentially impact the goodwill of our
stores; and
inflation or deflation of product prices which affect our
pricing, demand for our products, our sales and our profit
margins.
For further discussion of factors that could cause the actual
results to differ from the expectations, see Risk Factors, Our
Business and Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 15, 90 and 150,
respectively. 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 and are not a guarantee of future performance.
Although we believe that the assumptions on which such
forward-looking statements are based are reasonable, we cannot
assure investors that the expectations reflected in these
forward-looking statements will prove to be correct. Given
these
uncertainties, investors are cautioned not to place undue
reliance on such forward-looking statements and not to regard
such
statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our
Company as of the date of this Prospectus and are not a
guarantee of future performance. These statements are based on
the managements belief and assumptions, which in turn are
based on currently available information. Although we believe
the assumptions upon which these forward looking
statements are based are reasonable, any of these assumptions
could prove to be inaccurate, and the forward looking
statements based on these assumptions could be incorrect.
Neither our Company, our Directors, the Selling Shareholders,
the BRLMs 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, our Company and each Selling Shareholder
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14
shall severally ensure that investors in India are informed of
material developments from the date of this Prospectus in
relation to the statements and undertakings made by them in this
Prospectus until the time of the grant of listing and trading
permission by the Stock Exchanges for this Offer. Further, in
accordance with Regulation 51A of the SEBI ICDR
Regulations, our Company may be required to undertake an annual
updation of the disclosures made in the Red Herring
Prospectus and make it publicly available in the manner
specified by SEBI.
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15
SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk.
You should carefully consider all the information disclosed in
this Prospectus, including the risks and uncertainties described
below, before making an investment decision in our Equity
Shares. If anyone or a combination of the following risks
actually occurs, our business, prospects, financial condition
and
results of operations could suffer and the trading price of our
Equity Shares could decline and you may lose all or part of
your investment. The risks described below are not the only ones
relevant to us or our Equity Shares or the industry and
regions in which we operate. Additional risks and uncertainties,
not presently known to us or that we currently deem
immaterial may arise or may become material in the future and
may also impair our business, results of operations and
financial condition. To obtain a more detailed understanding of
our Company, prospective investors should read this
section in conjunction with the sections titled Our Business and
Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 90 and 150,
respectively, as well as the other financial and statistical
information contained in this Prospectus. In making an
investment decision, prospective investors must rely on their
own
examination of our Company and the terms of the Offer. You
should consult your tax, financial and legal advisors about the
particular consequences to you of an investment in this
Offer.
This Prospectus also contains forward-looking statements that
involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including the
considerations described below and elsewhere in this Prospectus.
Please see the section Forward-Looking Statements on
page 13.
Unless specified or quantified in the relevant risks factors
below, we are not in a position to quantify the financial or
other
implication of any of the risks described in this section.
Unless otherwise stated, the financial information of our
Company
used in this section has been derived from the Restated
Financial Statements.
INTERNAL RISK FACTORS
Risks Relating to our Business and our Industry
1. There are various proceedings involving our Company and
certain of our Subsidiaries, which if determined against us or
them, may have an adverse effect on our business.
There are outstanding legal proceedings involving our Company
and certain Subsidiaries, which are pending at different
levels of adjudication before various courts, tribunals and
other authorities. Such proceedings could divert management
time
and attention and consume financial resources in their defence
or prosecution. The amounts claimed in these proceedings
have been disclosed to the extent ascertainable and quantifiable
and include amounts claimed jointly and severally from our
Company, Subsidiaries and other parties. Any unfavourable
decision in connection with such proceedings, individually or
in
the aggregate, could adversely affect our reputation, business,
financial condition and results of operations. The list of such
outstanding legal proceedings as on the date of this Prospectus
are set out below:
Nature of cases No. of cases Total amount involved
(in ` million)
Against our Company
Tax 4 8.92
By our Company
Civil cases 2 2.47
Criminal cases
Cases filed for dishonour of cheques under
Negotiable Instruments Act, 1881 116 40.69
By our Subsidiaries
CRIPL
Criminal cases
Cases filed for dishonour of cheques under
Negotiable Instruments Act, 1881 5 0.63
TVSPPL
Criminal cases
Case filed for dishonour of cheques under
Negotiable Instruments Act, 1881 1 0.35
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16
We cannot assure you that any of these matters will be settled
in our favour or in favour of our Subsidiaries or that no
additional liability will arise out of these proceedings. An
adverse outcome in any of these proceedings could have an adverse
effect on our business, results of operations and reputation. For
details, see Outstanding Litigation and Material
Developments on page 172.
2. We have had instances of non-compliances in the past,
including in relation to regulatory filings to be made with the RoC
and the RBI under applicable law.
We have had instances of certain non-compliances in the past,
including in relation to certain regulatory filing under the
Companies Act. For instance, in respect of beneficial ownership
of certain Equity Shares, we had failed to file with the RoC
the prescribed form, as per the Companies Act, 1956. Further, we
had also failed to comply with certain provisions of the
Unlisted Public Companies Preferential Allotment Rules, 2003,
which mandated certain disclosures to be made in the
explanatory statement to be annexed to the notices for the
shareholders meeting convened for the purpose of an allotment
of
Equity Shares, made on a preferential basis. Our Company had
filed compounding applications with relevant authorities in
respect of these non-compliances, which were rejected owing to
certain technical deficiencies. Subsequently, we have re-
filed the compounding applications with the relevant authorities
after rectifying all technical deficiencies. For details, see
Outstanding Litigation and Material Developments - Compounding
applications and orders, and orders for condonation of
delay on page 173. There can be no assurance that the relevant
authorities or the RoC will not take cognizance of our non-
compliances, and impose penalties on us in this regard. Further,
there have also been instances of delay in filing necessary
forms with the RoC, in connection with various corporate actions
undertaken by our Company. Further, for Fiscal 2016, our
Companys spend on CSR activities has been less than the limits
prescribed under Companies Act, 2013. The deficiency in
spending the requisite amount has been disclosed by our Company,
in terms of the requirement under Companies Act, 2013,
in the directors report for Fiscal 2016. Going forward, our
Company shall endeavour to expend the minimum amount
prescribed under the Companies Act, 2013 on CSR activities.
However, there is no assurance that our Company will be able
to spend the amounts as prescribed under the Companies Act, 2013
in the future towards CSR activities.
Additionally, our Company had obtained an extension letter from
the RBI, with respect to filing the annual performance
reports for its overseas subsidiary, SNHL for Fiscals 2014 and
2015, extending the time for filing till May 2016. Our
Company had filed the said reports with our authorised dealer
bank for submission to the RBI on September 27, 2016.
Subsequently, the authorised dealer had sought certain
clarifications/documents with respect to such filed reports,
which
were replied to by our Company. Our Company also received email
correspondence dated December 9, 2016 and December
11, 2016 from the Overseas Investment Division, Foreign Exchange
Department of the RBI stating that our Company has
not submitted the annual performance reports for Fiscals 2014
and 2015. While our Company has submitted the requisite
information/documents to the authorised dealer, we cannot assure
you that the authorised dealer may find our responses
satisfactory and that it may not seek any further
clarifications/documents in this regard. Further, in case the
filing of the
annual performance reports are acknowledged by the authorised
dealer, we cannot assure you that the RBI will accept the
delayed filing and it may impose a penalty on our Company for
the said lapse.
Our Subsidiary, CRIPL, had filed a compounding application in
relation to a delay in filing of Form FC-GPR with the RBI
for allotment of its equity shares to a non-resident.
Subsequently, the RBI issued an order for compounding the said
non-
compliance and levied a penalty on CRIPL, which was duly paid.
CRIPL had also filed a condonation application for a
delay in filing the particulars of creation of charge, under the
Companies Act, 1956. CRIPL thereafter paid a penalty for
compounding the said application, pursuant to an order issued by
the Regional Director, Southern Region, Ministry of Corporate
Affairs, Chennai. For details see, Outstanding Litigation and
Material Developments - Compounding
applications and orders, and orders for condonation of delay on
page 173. Further, CRIPL is currently unable to trace the
minutes of shareholders meetings for Fiscals 2012 and 2013.
With the expansion of our operations there can be no assurance
that deficiencies in our internal controls and compliances
will not arise, or that we will be able to implement, and
continue to maintain, adequate measures to rectify or mitigate
any
such deficiencies in our internal controls, in a timely manner
or at all.
3. One of our Subsidiaries, namely, VPSPL, has availed an
unsecured loan that can be recalled by the lender, subject to the
terms and conditions of the grant, at any time.
VPSPL has availed an unsecured loan for the purpose of making
purchases from one of our suppliers. The said loan may be
recalled on demand by the lender in the event VPSPL discontinues
purchases from the supplier, or if the supplier decides to
stop supply to VPSPL. In case the loan is recalled on demand by
the lender and VPSPL is unable to repay the outstanding
amounts under the facility, it would constitute an event of
default under the loan agreement. As on December 31, 2016, the
total amount of unsecured loans payable on demand, outstanding
for our Subsidiary, VPSPL, is `115.86 million. For details see
Financial Indebtedness on page 170.
4. We have certain contingent liabilities that have not been
provided for in our financial statements, which, if they
materialize, may adversely affect our results of operations,
financial condition and cash flows.
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17
As of December 31, 2016, our contingent liabilities, as per
Accounting Standards 29 provisions, contingent liabilities and
contingent assets, that have not been provided for are as set
out in the table below on a consolidated basis:
Particulars As of December 31, 2016
(` in millions) Bank Guarantee 3.00
Disputed Income Tax demand 3.62
Total 6.62
If a significant portion of these liabilities materialize, it
could have an adverse effect on our results of operations, cash
flows and financial condition. For details, see Financial
Statements Contingent Liabilities and Commitments on page F-29.
5. Acquisition of our Subsidiary, VPSPL and transfer of our
manufacturing business to our Subsidiary, TVSPPL were undertaken
without obtaining valuation reports.
The acquisition of our Subsidiary, VPSPL, was undertaken through
purchase of 100% of the equity shares of VPSPL,
pursuant to which VPSPL became a wholly owned Subsidiary of the
Company. Further, pursuant to a business transfer
agreement our Company transferred the manufacturing business to
our Subsidiary, TVSPPL as a going concern on a slump sale basis.
For details, see History and Certain Corporate Matters Acquisition
Agreements on page 117. However, the
Company did not obtain an independent valuation report for the
purchase of equity shares of VPSPL and the transfer of
business undertaking to TVSPPL by the Company. Accordingly, we
cannot assure you that, the price paid for acquisition of
the equity shares of VPSPL, or the consideration received for
transfer of the business undertaking to TVSPPL, represent the
fair value of the acquired equity shares or the fair value of
the transferred undertaking, respectively.
6. For the last three Financial Years certain amounts were paid/
payable by our Company to our Promoter, relatives of our Promoter
and Group Entities on account of managerial remuneration, dividend
payment and
lease rentals. We may continue to make such payments in future,
which may affect our cash flows and results of
operations.
For the last three Financial Years, the amounts paid/payable by
our Company to our Promoter, relatives of our Promoter and
Group Entities directly or indirectly are as follows: (` in
million)
For the nine months
ended December 31,
2016
For the Financial Year
2016 2015 2014
Our Promoter*
Managerial
remuneration
8.42 9.76 8.87 8.06
Dividend - 20.15 13.43 13.43
Lease rental 0.35 0.30 0.30 0.30
Relatives of our Promoter
Dividend paid to
Dhananjay Mirlay
Srinivas
- 0.03 0.00 -
Group Entities
Dividend paid to
Shankara Holdings
- 0.24 0.16 0.16
* Further, our Company has paid a consideration of `0.10 million
to our Promoter for assignment of the trademark SHANKARA Buildpro
to our Company, pursuant to the trademark assignment agreement
dated September 22, 2016 executed between our Company and our
Promoter. For details of the trademark assignment agreement, see
History and Certain Corporate Matters Trademark assignment
agreement on page 118.
Our Company may continue to make the aforesaid payments in
future, which may affect our cash flows and results of operations.
For further details see History and Certain Corporate Matters, Our
Management, Our Promoter and
Promoter Group, Our Group Entities and Related Party
Transactions on pages 118, 123, 135, 137 and 140,
respectively.
7. Our Subsidiaries depend significantly on our Company for sale
of their products. Any inability or restriction on our Company to
purchase products from them may adversely affect their results of
operations and thereby have
an impact on our financial condition.
During Financial Year 2016, 78.01%, 70.69% and 53.46% of the
total sales of VPSPL, TVSPPL and CRIPL, respectively,
were made to the Company. For the nine months period ended
December 31, 2016, 83.83%, 63.59% and 57.43% of the total
sales of VPSPL, TVSPPL and CRIPL, respectively, were made to the
Company. Further, for the Financial Year 2016,
portion of sales of TVSPPL and VPSPL made to our Company works
out to 18.98% and 12.32% respectively, when
compared with the consolidated revenue from operations (net)
(after elimination of intra-group sales on account of
consolidation) of the group. For the nine months period ended
December 31, 2016, portion of sales of TVSPPL and VPSPL
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18
made to our Company works out to 17.96% and 14.53% respectively,
when compared with the consolidated revenue from
operations (net) (after elimination of intra-group sales on
account of consolidation) of the group. Such sales by TVSPPL,
VPSPL and CRIPL to the Company primarily include steel pipes,
steel tubes, CR strips and roofing sheets. Any inability of
our Company in or any restriction on our Company from,
purchasing products from our Subsidiaries may adversely affect
the results of operation and financial condition of our
Subsidiaries, which may in turn adversely impact the
consolidated
results of operations and financial condition of our
Company.
8. There has been a decline in the RoNW of our Company over the
last five Financial Years. Any further decline in the RoNW of our
Company may have an adverse impact on our financials and the price
at which our Equity
Shares are traded on the Stock Exchanges.
During the last five Financial Years, our RoNW has declined from
17.39% in the Financial Year 2012 to 1.94% in the
Financial Year 2015 based on our Restated Standalone Financial
Statements and from 18.51% in the Financial Year 2012 to
8.92% in the Financial Year 2015 based on our Restated
Consolidated Financial Statements. The RoNW of our Company in
the Financial Year 2016 was 4.85% based on our Restated
Standalone Financial Statements and 14.22% based on our
Restated Consolidated Financial Statements. We cannot assure you
that there will not be any further decline in our RoNW
in future. Any such decline may adversely impact our financials
and the price at which our Equity Shares are traded on the
Stock Exchanges.
9. Uncertainty regarding the housing market, real estate prices,
economic conditions and other factors beyond our control could
adversely affect demand for our products and services, our costs of
doing business and our
financial performance.
Our financial performance depends significantly on the stability
of the housing, residential construction and home
improvement markets, as well as general economic conditions,
including changes in gross domestic product. Adverse
conditions in or uncertainty about these markets, or the economy
could adversely impact our customers confidence or
financial condition, causing them to determine not to purchase
home improvement products and services or delay
purchasing or payment for those products and services. Other
factors beyond our control, including the availability of
financing, real estate prices, the state of the credit markets,
including mortgages, home equity loans and consumer credit and
other conditions beyond our control, could further adversely
affect demand for our products and services, our costs of doing
business and our financial performance.
10. We do not have definitive agreements with a majority of our
vendors for supply of our raw materials and retail products which
may adversely affect our business and results of operations.
Our Company has not executed long term supply contracts with a
majority of our suppliers and procures the raw materials
and retail products on the basis of purchase orders. As of
December 31, 2016, we have engaged with over 225 vendors and
suppliers for the supply of raw materials and third party retail
products such as cement, tiles, sanitary ware and kitchen
sinks. In the absence of such definitive agreements, it may be
difficult for us to exercise our rights or to enforce any
obligations against such suppliers. If the existing vendors,
temporarily or permanently, are unable to supply the required
products as per our requirements or at all, it may adversely
affect our business and results of operations.
11. Any disruptions in our logistics or supply chain network and
other factors affecting the distribution of our merchandise could
adversely impact our operations, business and financial
condition.
Our supply chain and logistics network is focused around our 56
warehouses (29 operated by our Company, 23 operated by
TVSPPL and 4 operated by CRIPL). Our warehouses act as storage
facilities for onward delivery of our merchandise to all
our stores. Any material disruption at these warehouses for any
reason may damage our products stored at such warehouses
and adversely affect our supply chain network and logistics
operations, thereby affecting our results of operations.
We use our own fleet of trucks for the delivery of products from
our processing
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