(This Draft Red Herring Prospectus will be updated upon filing with the RoC) dated September 3, 2018 and July 10, 2020, August 2, 2021 and the SHA
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DRAFT RED HERRING PROSPECTUS Dated August 17 , 2021 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer TEGA INDUSTRIES LIMITED Our Company was incorporated as Tega India Limited under the Companies Act, 1956, as a public limited company at Kolkata, We s t Bengal, pursuant to a certificate of incorporation dated May 15, 1976, issued by the Registrar of Companies, West Bengal at Kolkata ( Registrar of Companies ) . Our Company received a certificate of commencement of business on May 28, 1976 from the Registrar of Com panies . For details of change s in name and registered office of our Company since incorporation , see History and Certain Corporate Matters beginning on page 164 . Registered and Corporate Office : 147, Block – G, New Alipore, Kolk ata 700 053, West Bengal, India ; Tel : +91 33 3001 9000 Contact Person : Sudipta Bhowal , Company Secretary and Compliance Officer E – mail : compliance.officer@tegaindustries.com ; Website : www.tegaindustries.com Corporate Identity Number: U25199WB1976PLC030532 OUR PROMOTER S : MADAN MOHAN MOHANKA, MANJU MOHANKA , MANISH MOHANKA, MEHUL MOHANKA AND NIHAL FISCAL SERVICES PRIVATE LIMITED INITIAL PUBLIC OFFERING OF UP TO 13,669,478 EQUITY SHARES OF FACE VALUE OF 10 EACH (THE EQUITY SHARES ) OF TEGA INDUSTRIES LIMITED (OUR COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF PER EQUITY SHARE PER EQUITY SHARE) (THE OFFER PRICE ) AGGREGATING UP TO MILLION (THE OFFER ) COMPRISING AN OFFER FOR SALE OF UP TO 3,314,657 EQUITY SHARES MILLION BY MADAN MOHAN MOHANKA , UP TO 662,931 EQUITY SHARES MILLION BY MANISH MOHANKA ( TOGETHER WITH MADAN MOHAN MOHANKA, THE PRO MOTER SELLING SHAREHOLDER S ) AND UP TO 9,691,890 * EQUITY SHARES MILLION BY WAGNER LIMITED ( INVESTOR SELLING SHAREHOLDE R ) ( AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER S , THE SELLING SHAREHOLDERS AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE OFFERED SHARES ) . THE OFFER WOULD CONSTITUTE % OF OUR POST – OFFER PAID – UP EQUITY SHARE CAPITAL . * The Equity Shares proposed to be offered by Wagner Limited in the Offer for Sale will also include a maximum of 8,692,281 Equity Shares which will result upon conversion of 8,692,281 CCPP held by Wagner Limited. The conversion of CCPP will be completed prior to filing the Red Herring Prospectus with the RoC in accordance with Regulation 5( 2) of the SEBI ICDR Regulations and the SHA. CH. THE OFFER PRICE IS TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS ( THE BRLMs ) AND WILL BE ADVERTISED IN ALL EDITIONS OF (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND ALL EDITIONS OF (A WIDELY CIRCULATED BENGALI NEWSPAPER, BENGALI BEING TH E REGIONAL LANGUAGE IN WEST BENGAL WHERE OUR REGISTERED OFFICE IS SITUATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED ( BSE ) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE NSE , AND TOGETHER WITH BSE, THE STOCK EXCHANGES ) FOR THE PURPOSES OF UPLOADING ON THEIR RESPECTIVE WEBSITES . In case of a revision in the Price Band, the Bid/ Offer Period will be extended for at least three additional Working Days after revision of the Price Band , subject to the Bid/ Offer Period not exceeding a total of 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ O ffer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the websites of the BRLMs, and at the terminals of the members of the Syndicate and by an intim ation to the Designated Intermediaries and the Sponsor Bank . The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation ) Rules, 1957, as amended, read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( SEBI ICDR Regulations ) . The Offer is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Of fer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (the QIBs ) (the QIB Category ), provided that our Company and the Selling Shareholders in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the Anchor Investor Portion ). One – third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors . 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being r eceived from th em 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 Investors and not less than 35% of the Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bi ds being received at or above the Offer Price. All Bidders , other than the Anchor Investors , are mandatorily required to participate in this Offer only through an Application Supported by Blocked Amount ( ASBA ) process, providing details of their respecti ve bank accounts (including UPI ID for Retail Individual Investors using UPI Mechanism ) in which the Bid amount will be blocked by the Self Certified Syndicate Banks or the Sponsor Bank . The Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process . For further details , see Offer Procedure beginning on page 356 . RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. 0 each. The Floor Price, the Cap Price and the Offer Price ( as determined by our Company and the Selling Shareholder s , in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and as stated in Basis for Offer Price beginning on page 95 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 and/or sustained trading in the Equity Shares or regarding the pric e 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 the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors ca refully 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors beginning on page 23 . ISSUER S AND SELLING SHAREHOLDERS 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 Offer , which is material in the context of the Offer , that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the op inions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each Selling Shareholder severally and not jointly accepts responsibility for and confirms only the information given expressly by such Selling Shareholder relating to itself and its respective portion of Offered Shares contained in this Draft Red Herring Prospectus as true and correct in all material aspects and not misleading in any material respect. Each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to our Company or the Selling Shareholders in this Draft Red Herring Prospectus. LISTING The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in – principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated and , respectively. For the purposes of this Offer , is the Designated Stock Exchange. A signed copy of the Red Herring Pro spectus and the Prospectus shall be delivered for filing with the RoC in accordance with Section 26(4) of the Companies Act 2013. For further information on the material contracts and documents available for inspection from the date of the Red Herring Pros pectus up to the Bid/ Offer Closing Date , see Material Contracts and Documents for Inspection beginning on page 389 . BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Axis Capital Limited 1 st Floor, Axis House C – 2, Wadia International Centre P. B. Marg, Worli Mumbai 400 02 5 Maharashtra, India Tel : + 91 22 4325 2183 E – mail: tega.ipo@axiscap.in Website: www.axiscapital.co.in Investor grievance E – mail : complaints @axiscap.in Contact Person : Pratik Pednekar SEBI Registration No: INM0000 12029 JM Financial Limited 7 th Floor, Cnergy Appasaheb Marathe Marg, Prabhadevi Mumbai 400 025 Maharashtra, India Tel: + 91 22 6630 3030 E – mail: tega.ipo@jmfl.com Website: www.jmfl.com Investor grievance E – mail: grievance.ibd@jmfl.com Contact Person : Prachee Dhuri SEBI Registration No.: INM000010361 Link Intime India Private Limited C – 101, 1 st Floor, 247 Park L.B.S. Marg, Vikhroli West, Mumbai 400 083 Maharashtra, India Tel: +91 22 4918 6200 E – mail: tega.ipo@linkintime.co.in Website: www.linkintime.co.in Investor grievance E – mail : tega.ipo@linkintime.co.in Contact Person: Shanti Gopalkrishnan SEBI Registration No: INR000004058 BID/ OFFER PERIOD B ID/ OFFER OPENS ON (1) BID/ OFFER CLOSES ON (2) (1) Our Company and the Selling Shareholder s , in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidd ing Date shall be one Working Day prior to the Bid/ Offer Opening Date. (2) Our Company and the Selling Shareholder s , in consultation wi th the BRLMs, may decide to close the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date, in accordance with the SEBI ICDR Regulations.
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TABLE OF CONTENTS SECTION I GENERAL .. .. .. .. . 1 DEFINITIONS AND ABBREVIATIONS .. .. .. .. 1 CERT AIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION .. .. .. 12 FORWARD – LOOKING STATEMENTS .. .. .. 16 SUMMARY OF THE OFFER DOCUMENT .. .. .. 18 SECTION II – RISK FA CTORS .. .. .. .. 23 SECTION III INTROD UCTION .. .. .. . 59 THE OFFER .. .. .. .. 59 SUMMARY FINANCIAL INFORMATION .. .. 61 GENERAL INFORMATION .. .. .. .. 65 CAPITAL STRUCTURE .. .. .. 74 OBJECTS OF THE OFFER .. .. .. . 93 BASIS FOR OFFER PRICE .. .. .. 95 STATEMENT OF SPECIAL TAX BENEFITS .. .. .. 98 SECTION IV: ABOUT TH E COMPANY .. .. .. .. 103 INDUSTRY OVERVIEW .. .. .. 103 BUSINESS .. .. .. .. .. 135 KEY REGULATIONS AND POLICIES IN INDIA .. .. .. 161 HISTORY AND CERTAIN CORPORATE MATTERS .. .. 164 OUR MANAGEMENT .. .. .. . 175 PROMOTER AND PROMOTER GROUP .. .. 194 GROUP COMPANIES .. .. .. .. 199 DIVIDEND POLICY .. .. .. .. 201 SECTION V FINANCIA L INFORMATION .. .. .. 202 RESTATED CONSOLIDATED FINANCIAL INFORMATION .. .. 202 OTHER FINANCIAL INFORMATION .. .. .. 29 1 FINANCIAL INDEBTEDNESS .. .. .. .. 292 CAPITALIZATION STATEMENT .. .. .. . 295 OF OPERATIONS .. .. .. .. 296 SECTION VI: LEGAL AN D OTHER INFORMATION .. .. . 331 OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS 331 GOVERNMENT AND OTHER APPROVALS .. .. 335 OTHER REGULATORY AND STATUTORY DISCLOSURES .. 338 SECTION VII OFFER RELATED INFORMATION .. .. 348 TERMS OF THE OFFER .. .. .. 348 OFFER STRUCTURE .. .. .. .. 353 OFFER PROCEDURE .. .. .. .. 356 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .. .. 373 SECTION VIII MAIN PROVISIONS OF ARTICL ES OF ASSOCIATION .. . 374 SECTION IX OTHER I NFORMATION .. .. .. . 389 MA TERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .. . 389 DECLARATION .. .. .. .. .. 391
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1 SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this Draft Red Herring Prospectus, and references to any statute or regulations or policies will include any amendments or re – enactm ents thereto, from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. N otwithstanding the f oregoing , terms in the sections Statement of Tax Benefits , Industry Overview , Key Regulations and Policies in India , Financial Information , Outstanding Litigation and Other Material Developments and Main Provision of Articles of Association will have the meaning ascribed to such terms in these respective sections. In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document (as defined below), t he definitions given below shall prevail. The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as assigned to such terms under the Companies Act 2013 , the SEBI Act , the SEBI ICDR Regulations , the SCRA, the Depositories Act and the rules and regulations made thereunder. General Terms Company Related Terms Term Description AoA / Articles of Association The articles of association of our Company, as amended Audit Committee The audit committee of our Board , as described in Our Management beginning on page 175 Auditors / Statutory Auditors The statutory auditors of our Company, being Price Waterhouse & Co Bangalore LLP Board / Board of Directors The board of directors of our Company, or a duly constituted committee thereof Chief Financial Officer / CFO Manoj Kumar Agarwal, t he chief financial officer of our Company CCPP Compulsorily Convertible Participatory Preference Shares of our Company of face value of Chairman Madan Mohan Mohanka, chairman of our Company Compliance Officer Sudipta Bhowal, the company secretary and compliance officer of our Company CSR Committee The corporate social responsibility committee of our Board, as described in Our Management beginning on page 175 Corporate Office The office of our Company located at 147, Block – G, New Alipore, Kolkata 700 053, West Bengal, India Director(s) The director(s) on our Board Equity Shares The equity shares of our Company of face value of 10 each Executive Director Executive Director(s) on our Board ESOP 2011 Employee Stock Option Plan , 2011, of our Company ESOP 2021 Tega Industries Limited Employee Stock Option Plan , 2021, of our Company ESOP Schemes ESOP 2011 and ESOP 2021 Frost & Sullivan Report / F&S Report Report titled Global Market Assessment Select Mineral Processing Equipment dated August 1 1 , 2021 , issued by Frost & Sullivan Group Companies In terms of SEBI ICDR Regulations, the term group companies includes companies (other than our Promoter and Subsidiaries) with which there were related party transactions as disclosed in the Restated Consolidated Financial Information as covered under the applicable accounting standards , being Ind AS 24 and such o ther companies as considered material by our Board, in terms of the Materiality Policy and as set forth in Group Companies beginning on page 199 Term Description the Company / our Company / the Issuer Tega Industries Limited, incorporated under the Companies Act, 1956, in India as a public limited company with its Registered O ffice at 147, Block – G, New Alipore, Kolk ata 700 053, West Bengal, India we / us / our Unless the context otherwise requires, our Company together with our Subsidiaries and our Joint Venture , on a consolidated basis
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2 Term Description Holding Company NFSPL, the holding company of our Company Hosch India Hosch Equipment (India) Ltd. Independent Director(s) The independent Director(s) on our Board IPO Committee The IPO committee of our Board formed pursuant to resolution dated April 30, 2021 approved by our Board Joint Venture Hosch India , a joint venture of our Company Hosch JVA Joint venture agreement dated November 12, 1991 between Hosch (G.B.) Limited, England and Madan Mohan Mohanka read with the Share purchase agreement dated May 29, 2010 between Madan Mohan Mohanka and Company KMP / Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR Regulations and Section 2(51) of the Companies Act 2013 and as described in Our Management – Key Managerial Personnel on page 191 Losugen Losugen Pty. Ltd., one of our Subsidiaries Managing Director Mehul Mohanka, managing director of our Company Materiality Policy The policy adopted by our Board at its meeting held on August 3, 2021 for identification of Group Companies, material outstanding litigation and material dues outstanding to creditors, pursuant to the disclosure requirements under the SEBI ICDR Regulations Material Subsidiaries Tega Chile , Tega Africa, Tega Holdings Pte Ltd and Losugen , material subsidiaries of our Company in accordance with the provisions of SEBI ICDR Regulations MoA / Memorandum of Association The memorandum of association of our Company, as amended NFSPL Nihal Fiscal Service s Private Limited Nomination and Remuneration Committee The nomination and remuneration committee of our Board, as described in Our Management beginning on page 175 Promoters Madan Mohan Mohanka, Manju Mohanka, Manish Mohanka, Mehul Mohanka and NFSPL Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in Promoter and Promoter Group – Promoter Group beginning on page 194 Registered Office The registered office of our Company located at 147, Block – G, New Alipore, Kolkata 700 053, West Bengal, India Registrar of Companies / RoC Registrar of Companies, West Bengal at Kolkata Restated Consolidated Financial Information The restated consolidated financia l information of our Company and our Subsidiairies, along with our joint venture comprise s of the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2021, M arch 31, 2020 and March 31, 2019, the Restated Consolidated Statement of Profit and Loss, the Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash Flows for the years ended March 31, 2021, March 31, 2 020 and March 31, 2019, Notes to the R estated Consolidated Financial Information and Statement of Adjustments to Audited Consolidated Financial Statements . The Restated Consolidated Financial Information have been prepared in accordance with the requirements of Section 26 of Companies Act, Par agraph A of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as included in Financial Information beginning on page 202 Risk Management Commit tee The risk management committee of our Board, as described in Our Management beginning on page 175 Shareholders The holders of the Equity Shares from time to time Scheme of Amalgamation / Scheme The scheme of amalgamation dated July 17 , 2021 filed before the National Company Law Tribunal, Kolkata by NFSPL , Marudhar and MM Group Holdings Private Limited SSPA Share Subscription and Share Purchase Agreement dated April 29, 2011 entered into by and amo ng our Company, Wagner Limited and Madan Mohan Mohanka, Manish Mohanka, Mehul Mohanka, Madan Mohan Mohanka (HUF), Mehul Mohanka (HUF), NFSPL, Marudhar Food & Credit Limited Shareholders Agreement / SHA Shareholders Agreement dated April 29, 2011 entered into by and among our Company, Wagner Limited and Madan Mohan Mohanka, Manish Mohanka, Mehul Mohanka, Madan Mohan Mohanka (HUF), Mehul Mohanka (HUF), NFSPL, Marudhar Food & Credit Limited ( Parties ) read with the am endment agreements entered into by and among the Parties dated September 3, 2018 and July 10 , 2020 , August 2, 2021 and the SHA Amendment Agreement SHA Amendment Agreement Amendment agreement dated August 7, 2021 to the SHA entered into by and among our Company, Wagner Limited and our Promoters Stakeholders Relationship Committee The stakeholders relationship committee of our Board, as described in Our Management beginning on page 175
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3 Term Description Subsidiaries The subsidiaries of our Company, including step – down subsidiaries of our Company, in accordance with the provisions of the Companies Act, 2013. For further details, please see History and Certain Corporate Matters on page 168 Tega Africa Tega Industries Africa (Pty) Ltd, one of our Subs idiaries Tega Chile Tega Industries Chile SPA, one of our Subsidiaries Wagner Wagner Limited Offer Related Terms Term Description Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus as may be specified by SEBI in this behalf Acknowledgement Slip The slip or document to be issued by a Designated Intermediary to a Bidder as proof of registration of the Bid cum Application Form Allotment Advice The note or advice or intimation of Allotment, sent to each Bidder who has been or is to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock Exchange Allotted / Allotment / Allot Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the transfer of the Offered Shares pursuant to the Offer for Sale to successful Bidders Allottee A successful Bidder to whom the Equity Shares are Allotted Anchor Escrow Accounts Accounts opened with Escrow Collection Bank and in whose favour the Anchor Investors will transfer money through direct credit, NEFT, RTGS or NACH in respect of the Bid Amount when submitting a Bid Anchor Investor A QIB, who applies under the Anchor Investor Portion in accordance with the req uirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bid for an amount of at least 100 million Anchor Investor Allocation Price s The price at which allocation of the Equity Shares is done to the Anchor Investors in terms of the Red Herring Prospectus. The Anchor Investor Allocation Price shall be determined by our Company and the S elling Sh areholder , in consultation with the BRLMs during the Anchor Investor Bid / Offer Period. Anchor Investor Application Form 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 Prospectus Anchor Investor Bid / Offer Period The day being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed Anchor Investor Bidding Date The date one Working Day prior to the Bid/ Offer Opening Date on which Bids by Anc hor Investors shall be submitted prior to and after which the BRLMs will not accept any bids from Anchor investors, and allocation to the Anchor Investors shall be completed Anchor Investor Offer Price The final price at which the Equity Shares will be A llotted to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which will be a price equal to or higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our Company and the S elling Shareholder s , in consultation with the BRLMs Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company and the Selling Shareholder s , in consultation with the BRLMs , to Anchor Investors, on a discretionary basis, in accordance with SEBI ICDR Regulations. One – third of the Anchor Investor Portion is reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of unde r – subscription, or non – allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Category Application Supported by Blocked Amount / ASBA An application (whether physical or electronic) by a Bidder (other than Anchor Investors) to make a Bid authorizing the relevant SCSB to block the Bid Amount in the relevant ASBA Account and will include applications made by RIIs using the UPI Mechanism wh ere the Bid Amount will be blocked by SCSB upon acceptance of UPI Mandate Request ASBA Account A bank account maintained with an SCSB and specified in the Bid cum Application Form which will be blocked by such SCSB to the extent of the appropriate Bid Am ount in relation to a Bid by a Bidder (other than a Bid by an Anchor Investor) and will include amounts blocked by SCSB upon acceptance of UPI Mandate Request by RIIs using the UPI Mechanism ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by Bidders Bidding through the ASBA process, which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus Axis Axis Capital Limited Banker(s) t o the Offer The Escrow Collection Bank(s), Refund Bank(s), Public Offer Account Bank(s) and the Sponsor Bank, as the case may be
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5 Term Description Cap Price The higher end of the Price Band above which the Offer Price and Anchor Investor Offer Price will not be finalized and above which no Bids will be accepted, including any revisions thereof Cash Escrow and Sponsor Bank Agreement Agreement to be entered into among our Company , the Selling Shareholders , the Registrar to the Offer, the BRLMs, the Syndicate Members, the Banker(s) to the Offer and the Sponsor Bank for collection of the Bid Amounts, and where applicable remitting refunds, if any, to the Anchor Investors, on the terms and conditions thereof Clie nt ID Client identification number of the Bidder s beneficiary account Collecting Depository Participants / CDPs The depository participants, as defined under the Depositories Act, 1996 and registered under Section 12 (1A) of the SEBI Act and who are eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI UPI Circulars , issued by SEBI Cut – off Price The Offer Price, finalised by our Company and the Selling Shareholders , in consultation with the BRLMs , which shall be any price within the Price Band. Only Retail Individual Investors are entitled to Bid at the Cut – off Price. QIBs (including Anchor Investors) and Non – Institutional Investors are not entitled to B id at the Cut – off Price Demographic Details The details of the Bidders including the Bidders address, names of the Bidders father/husband, investor status, occupation, PAN, bank account details and UPI ID, wherever applicable Designated Branches Such b ranches of the SCSBs which may collect the Bid cum Application Form used by Bidders (other than Anchor Investors), a list of which is available at the website of the SEBI ( www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes ) and updated from time to time Designated CDP Locations Such centres of the Collecting Depository Participants where Bidders (other than Anchor Investors) can submit the Bid cum Application Forms . The details of such Designated CDP Locations, along with the names and contact details of the CDPs are available on the respective websites of the Stock Exchanges and updated from time to time Designated Date The date on which the funds from the Anchor Escrow Accounts are transferred to the Public Offer Account or the Refund Account(s), as appropriate, and the relevant amounts blocked by the SCSBs are transferred from the ASBA Accounts, to the Public Offer Account and/or are unblocked, as applicable, in terms of the Red Herring Prospectus, after the Pros pectus is filed with the RoC and finalization of basis of allotment with the Designated Stock Exchange Designated Intermediaries In relation to ASBA Forms submitted by RIBs (not using the UPI mechanism) by authorising an SCSB to block the Bid Amount in th e ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by RIBs where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such RIB using the UPI Mechanism, Designated Intermediaries shall mean S yndicate, sub – syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs and Non – Institutional Bidders, Designated Intermediaries shall mean Syndicate, Sub – Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs Designated RTA Locations Such centres of the RTAs where Bidders (other than Anchor Investors) can submit the Bid cum Application Forms . The details of such Designated RTA Locations, along with the names and contact details of the RTAs are available on the respective websites of the Stock Exchanges (www.nseindia.com an d www.bseindia.com) and updated from time to time Designated Stock Exchange Draft Red Herring Prospectus / DRHP This draft red herring prospectus dated August 17, 2021 , issued in accordance with the SEBI ICDR Regulations, which does not contain complete particulars of the price at which our Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto Eligible FPIs FPIs that are eligible to participate in this Offer in terms of applicable laws, other than individuals, corporate bodies and family offices Eligible NRI A non – resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe for the Equity Shares Escrow Collection Bank(s) The bank(s) which is/are clearing members and are registered with SEBI as an escrow bank, with whom the Anchor Escrow Accounts in relation to the Offer for Bids by Anchor Investors will be opened, in this case being First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in case of joint Bidders, whose name appears as the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, and any revisions thereof, at or above which the Offer Price and the Anchor Investor Offer Price will be finalized and below which no Bids will be accepted and which shall not be less than the face value of the Equity Shares
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