APR Constructions Limited - Saffron Capital

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The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with the SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any company‟s paid-up share capital carrying voting rights. These limits would have to be adhered to by the mutual funds for investment in this Issue. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by Non Residents There is no reservation for Non Residents, including Eligible NRIs, FIIs and FVCIs. All Non Residents, including Eligible NRIs, FII and FVCIs will be treated on the same basis with other categories for the purpose of allocation. Bids by Eligible NRIs Bid cum Application forms ([•] in colour) have been made available for Eligible NRIs applying on a repatriation basis at the Registered Office of our Company, the BRLMs, Syndicate Members and with select members of the Syndicate. Eligible NRIs may please note that only such applications as are accompanied by payment in free foreign exchange or by debit to their Non Resident External (NRE)/ Foreign Currency Non Resident (FCNR) accounts shall be considered for Allotment under the Eligible NRI category on repatriable basis. The NRIs who intend to make payment through Non-Resident Ordinary (NRO) i.e. on non-repatriation basis accounts shall use the Bid cum Application Form meant for Resident Indians ([•] in colour) and shall not use the forms meant for Eligible NRIs ([•] in colour). All instruments accompanying bids shall be payable in Mumbai only. Bids by Eligible NRIs for a Bid Amount of up to `2,00,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than `2,00,000 would be considered under Non- Institutional Portion for the purposes of allocation. Bids by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The Issue of Equity Shares to a single FII should not exceed 10% of the total post Issue paid-up capital of our Company. In respect of an FII investing in Equity Shares of our Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total post Issue paid-up capital of our Company or 5% of our total post Issue paid-up capital in case such sub-account is a foreign corporate or foreign individual. In accordance with the foreign investment limits applicable to us, the total foreign investments including FII investment currently cannot exceed 24% of the total issued capital of our Company. With the approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100% of the post issue paid up capital of our Company. A sub account of a FII which is a foreign corporate or foreign individual shall not be considered to be a Qualified Institutional Buyer, as defined under the SEBI (ICDR) Regulations, for this Issue. 216
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended (the “SEBI FII Regulations”), an FII or its sub-account may issue, deal or hold, offshore derivative instruments (defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with „know your client‟ norms. The FII or sub-account is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations. Associates and affiliates of the underwriters including the BRLMs and the Syndicate Members that are FIIs may issue offshore derivative instruments against Equity Shares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligation of, claim on or an interest in our Company. Bids by SEBI registered Venture Capital Funds and Foreign Venture Capital Investors The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 inter alia prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any individual venture capital fund registered with SEBI should not exceed 25% of its corpus. However, venture capital funds or foreign venture capital investors may invest not more than 33.33% of their respective investible funds in various prescribed instruments, including in initial public offers. Bids under the Anchor Investor Portion Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in the Issue for upto [•] Equity Shares in accordance with the applicable SEBI (ICDR) Regulations. The QIB Portion shall be reduced in proportion to the allocation under the Anchor Investor category. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. The key terms for participation in the Anchor Investor Portion are as follows: a. Anchor Investors shall be QIBs as defined in the SEBI(ICDR) Regulations; b. A Bid by an Anchor Investor must be for a minimum of such number of Equity Shares that the Bid Amount exceeds ` 1000 lakhs and in multiples of [●] Equity Shares thereafter. Anchor Investors ca nnot submit a Bid for more than 30% of the QIB Portion. In case of a Mutual Fund registered with SEBI, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ` 1000 lakhs. c. One-third of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds. d. The minimum number of allotees in the Anchor Investor Portion shall not be less than: two, where the allocation under Anchor Investor Portion is upto ` 25,000 lakhs.; and five, where the allocation under Anchor Investor Portion is more than ` 25,000 lakhs. e. Anchor Investors shall be allowed to Bid under the Anchor Investor only on the Anchor Investor Bidding Date (i.e., one Working Day prior to the Bid / Issue Opening Date). Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. f. Our Company shall, in consultation with the BRLMs, finalise allocation to the Anchor Investors on a discretionary basis, subject to compliance with requirements regarding minimum number of allottees under the Anchor Investor Portion. g. Allocation to Anchor Investors shall be completed on the day of bidding by Anchor Investors h. The number of Equity Shares allocated to successful Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the BRLMs, before opening of Bidding on the Bid/ Issue Opening Date. i. Anchor Investors shall pay the entire Bid Amount at the time of submission of their Bid. In case the Issue Price is greater than the Anchor Investor Price, any additional amount being the difference between the Issue Price and Anchor Investor Price shall be payable by the Anchor Investors. In the event the Issue Price is lower than the Anchor Investor Price, the allotment to Anchor Investors shall be at Anchor Investor Price. j. The Equity Shares allotted in the Anchor Investor Portion shall be locked-in for a period of thirty days from the date of allotment in the Issue. 217
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APR Constructions Limited (Our Comp
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DEFINITIONS AND ABBREVIATIONS SECTI
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Term BOBCAPS Book Building Process
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Term Pay-in-Period Price Band Prici
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Abbreviation Full Form DP ID Deposi
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Industry/ Project Related Terms, De
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Financial Data PRESENTATION OF FINA
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SECTION II - RISK FACTORS RISK FACT
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qualification or shortlisting proce
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Our operations are currently geogra
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24. Our projects under development
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(` in Lakhs) Particulars Year Ended
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We propose to acquire plant and mac
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• Significant development in Indi
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13. Investors are advised to refer
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Key Highlights Government Investm
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In order to surmount strain in capa
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Our major clientele under different
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SUMMARY STATEMENT OF PROFIT AND LOS
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THE ISSUE Issue by our Company Of w
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Name, Designation, Occupation and D
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Statutory Auditor M/s J.B. Reddy &
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Sr. No. requirements and completion
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4) Ensure that the Bid-cum-Applicat
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Only Bids that are uploaded on the
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Notes to capital structure 1. Histo
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Date of allotment/ Transfer Number
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Regulations and in compliance with
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10. Shareholding pattern of our Com
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24. The Equity shares held by the P
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of the proceeds and increasing or d
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17 CATERPILLAR MOTOR GRADER MODEL C
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lakhs respectively. Other current a
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BASIS FOR ISSUE PRICE Investors sho
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STATEMENT OF TAX BENEFITS The Board
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7. The amount of tax paid under sec
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If the specified asset is transferr
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B. 2. Non-Resident Indians Further,
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months from the date of transfer in
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(Source:CRISIL Research, Indian Inf
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Operations and Maintenance (O&M) Co
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Major and Medium irrigation project
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Funding Sources Irrigation projects
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Up gradation/ strengthening of 5,00
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Rural roads PMGSY: Government‟s c
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Rural roads under the PMGSY are 100
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To realize this potential, the Indi
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In addition to above, private playe
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Our major clientele under different
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Having a pan-India presence by bidd
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Indent Source identification Collec
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. Construction of Canals including
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Project & Location Construction of
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Project & Location Value of Project
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Project & Location Waghur Dam, Maha
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B. Earth Works: 1. Excavator/ Back
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We obtain specialized insurance for
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KEY REGULATIONS AND POLICIES Our Co
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8. Local Shops and Establishments L
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HISTORY AND OTHER CORPORATE MATTERS
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imports and exports, purchases, mar
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Of the two, APRCL-CRSSG (JV) was aw
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awarded the contract to the JV vide
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OUR MANAGEMENT Our Company is curre
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years, Special Silver Award and The
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Sitting Fees payable to Non Executi
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3. Monitoring transfers, transmissi
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Management Organisational Structure
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Employees As on February 28, 2011 o
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Promoter and Promoter Group Matrix
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BIL has made an application dated S
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2. Prarthana Inns Private Limited (
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Shareholding Pattern Sr. No. Name o
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Shareholding Pattern Sr. No. Name o
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DIVIDEND POLICY Our Company has no
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B. Other Financial Information: We
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ANNEXURE II SUMMARY STATEMENT OF AS
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STATEMENT OF ADJUSTMENTS TO AUDITED
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e. Inventories: Materials, Stores a
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5. Managerial Remuneration: Sr. No.
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ANNEXURE - V SUMMARY STATEMENT OF C
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I. Primary Securityto Karnataka Ban
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ANNEXURE- IX STATEMENT OF LOANS AND
Page 167 and 168: ANNEXURE- XII Detail of Related Par
Page 169 and 170: Sreenivasa Associates (Project Work
Page 171 and 172: ANNEXURE -XVII STATEMENT OF INVESTM
Page 173 and 174: MANAGEMENT‟S DISCUSSION AND ANALY
Page 175 and 176: Work Expenditure Work expenditure c
Page 177 and 178: Interest and Finance charges and De
Page 179 and 180: Interest & Finance Charges Interest
Page 181 and 182: 3. Known trends or uncertainties th
Page 183 and 184: c d Residential plots Nos 4 &5in su
Page 185 and 186: SECTION VI - LEGAL AND OTHER INFORM
Page 187 and 188: paid by the NBCC and that the Sub c
Page 189 and 190: 8376/2008 of Delhi, New Delhi Const
Page 191 and 192: PART 4: LITIGATION RELATING TO OUR
Page 193 and 194: GOVERNMENT AND OTHER APPROVALS Our
Page 195 and 196: 5. Special Class Contractor Registr
Page 197 and 198: OTHER REGULATORY AND STATUTORY DISC
Page 199 and 200: 1. “WE HAVE EXAMINED VARIOUS DOCU
Page 201 and 202: 14. WE ENCLOSE A NOTE EXPLAINING HO
Page 203 and 204: Filing A copy of this Draft Red Her
Page 205 and 206: Public Issues in the Last Three Yea
Page 207 and 208: SECTION VII - ISSUE RELATED INFORMA
Page 209 and 210: applicant would prevail. If the inv
Page 211 and 212: The Equity Shares have not been and
Page 213 and 214: Particulars QIBs# Non-Institutional
Page 215 and 216: ISSUE PROCEDURE This section applie
Page 217: Foreign venture capital investors r
Page 221 and 222: and conditions that our Company and
Page 223 and 224: circulation and also by indicating
Page 225 and 226: SHARES, IF THEY SO DESIRE, AS PER T
Page 227 and 228: Stock Exchanges; nor does it in any
Page 229 and 230: (e) Allocation to Eligible NRIs or
Page 231 and 232: Notice to QIBs: Allotment/Transfer
Page 233 and 234: number of shares that can be held b
Page 235 and 236: The Bidders should note that the es
Page 237 and 238: Other Instructions Joint Bids in th
Page 239 and 240: 20) In case no corresponding record
Page 241 and 242: shall be punishable with imprisonme
Page 243 and 244: i. Each successful Bidder shall be
Page 245 and 246: 1. Direct Credit - Applicants havin
Page 247 and 248: ASBA Bids within eight Working Days
Page 249 and 250: RESTRICTIONS ON FOREIGN OWNERSHIP O
Page 251 and 252: 6. MODIFICATION OF RIGHTS Whenever
Page 253 and 254: In the case of debentures or loans
Page 255 and 256: 29. DIRECTORS MAY EXTEND TIME The B
Page 257 and 258: affect and the direction shall be e
Page 259 and 260: (1) Notwithstanding anything to the
Page 261 and 262: previous financial year or years ar
Page 263 and 264: 141. INDEMNITY (1) If the Company s
Page 265 and 266: 12. Application dated [•] for in-
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