RED HERRING PROSPECTUS Dated: May 03, 2024 100% Book Built Offer
Please read Section 26 and Section 32 of the Companies Act, 2013
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ABS MARINE SERVICES LIMITED
CORPORATE IDENTITY NUMBER: U71120TN1992PLC023705
REGISTERED OFFICE | CONTACT PERSON | EMAIL ID AND TELEPHONE | WEBSITE | |
Flat No. 3, Anugraha Foundation, No. 15, Valliammal | Ganesh | Saikrisshna, | Email-id: cs@absmarine.com | www.absmarine.com |
Road, Vepery, Chennai - 600007, Tamil Nadu | Company | Secretary and | Tel.: 044- 42914135/155 | |
Compliance Officer |
OUR PROMOTERS: CAPT. P B NARAYANAN, MS. SHREELATHA NARAYANAN, MS.ARATHI NARAYANAN AND CAPT. JEEVAN
KRISHNAN SANJEEVAN
DETAILS OF THE ISSUE
TYPE | FRESH ISSUE | OFS SIZE (BY | TOTAL ISSUE SIZE | ELIGIBILITY | |||||
NUMBER OF | |||||||||
SHARES OR BY | |||||||||
AMOUNT) | |||||||||
TYPE Fresh Issue | 65,50,000 equity shares of face value of ₹ 10/- each | Nil | 65,50,000 equity shares of | THIS | ISSUE IS | BEING | |||
("Equity Shares") aggregating up to ₹ [●] lakhs | face value of ₹ 10/- each | MADE | PURSUANT TO | ||||||
("Issue") | ("Equity | Shares") | 229(2) | OF | SEBI (ICDR) | ||||
aggregating up to ₹ [●] | REGULATIONS, | 2018, | |||||||
lakhs ("Issue") | AS | AMENDED. FOR | |||||||
DETAILS | OF | SHARE | |||||||
RESERVATION AMONG | |||||||||
QIBs AND RIIs, see "Issue | |||||||||
Structure" | beginning on | ||||||||
page 240 |
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT APPLICABLE AS
THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public Issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share
is ₹ 10/-. The Floor Price, Cap Price and Offer Price as determined by our Company in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building process, as stated under "Basis for Issue Price" on page 94 should not be considered
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 nor regarding the price at which the Equity Shares will be traded after Listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment
decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page 29.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the EMERGE platform of National Stock Exchange of India Limited. Our Company has received an 'in principle' approval letter dated April 16, 2024 from National Stock Exchange of India Limited for using its name in this offer
document for listing our shares on the EMERGE Platform of the National Stock Exchange of India Limited. For the purpose of this Offer, the Designated Stock Exchange will be National Stock Exchange of India Limited.
BOOK RUNNING LEAD MANAGER: GYR CAPITAL ADVISORS PRIVATE LIMITED
NAME AND LOGO | CONTACT PERSON | E-MAIL ID AND TELEPHONE |
Telephone: +91 87775 64648 | ||
Mr. Mohit Baid | E-mail:info@gyrcapitaladvisors.com | |
GYR Capital Advisors Private Limited | ||
REGISTRAR TO THE ISSUE: PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED | ||
NAME AND LOGO | CONTACT PERSON | E-MAIL ID AND TELEPHONE |
Telephone: 022 4961 4132/3199 8810 | ||
Deepali Dhuri | E-mail: newissue@purvashare.com | |
ISSUE PERIOD | ||
ANCHOR PORTION ISSUE OPENS/CLOSES | BID/OFFER OPENS ON: FRIDAY, MAY | BID/OFFER CLOSES ON : WEDNESDAY, MAY 15, |
ON: THURSDAY, MAY 09, 2024* | 10, 2024* | 2024^ |
*The Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
^UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date
RED HERRING PROSPECTUS Dated: May 03, 2024 100% Book Built Offer
Please read Section 26 and Section 32 of the Companies Act, 2013
ABS MARINE SERVICES LIMITED
Our Company was originally incorporated as 'ABS Marine Services Private Limited' a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 27, 1992, issued by the Registrar of Companies, Tamil Nadu ("RoC"). Subsequently, the name of the company was changed from ABS Marine Services Private Limited' to 'ABS Marine Services Limited', upon conversion into public company, pursuant to a special resolution passed by the shareholders of our Company on September 27, 2023 and a fresh certificate of incorporation consequent to conversion was issued by the RoC on October 23, 2023. Our Company's Corporate Identity Number is U71120TN1992PLC023705.
Registered Office: Flat No. 3, Anugraha Foundation, No. 15, Valliammal Road, Vepery, Chennai - 600007, Tamil Nadu.; Tel: +,044- 42914135/155; Website:www.absmarine.com
Contact Person: Ganesh SaiKrisshna, Company Secretary and Compliance Officer, E-mail:cs@absmarine.comCorporate Identity Number: U71120TN1992PLC023705
OUR PROMOTERS: CAPT. P B NARAYANAN, MS. SHREELATHA NARAYANAN, MS. ARATHI NARAYANAN AND CAPT. JEEVAN KRISHNAN SANJEEVAN
PUBLIC ISSUE OF 65,50,000 EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("EQUITY SHARES") OF ABS MARINE SERVICES LIMITED ("OUR COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹ [●] PER EQUITY SHARE) ("ISSUE PRICE"), AGGREGATING UP TO ₹ [●] LAKHS (THE "ISSUE"). 4,10,000 EQUITY SHARES AGGREGATING TO ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET
MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 61,40,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT AN ISSUE PRICE OF ₹ [•] PER EQUITY SHARE AGGREGATING TO ₹ [•] LAKHS IS HEREINAFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE
NET ISSUE WILL CONSTITUTE 26.68 % AND 25.01 % RESPECTIVELY OF THE POST-ISSUEPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE [●] OF THE RED HERRING PROSPECTUS.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED IN ENGLISH EDITION OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND HINDI EDITION OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND TAMIL EDITIONS OF THE TAMIL REGIONAL NEWSPAPER HINDU TAMIL THISAI ,TAMIL BEING THE REGIONAL LANGUAGE OF TAMIL NADU WHERE OUR REGISTERED OFFICE IS LOCATED, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE WITH THE
RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE") FOR THE PURPOSES OF UPLOADING ON ITS WEBSITE IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE "SEBI ICDR REGULATIONS")..
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the respective websites of the BRLM and at the terminals of the members of the Syndicate and by
intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 229 of the
SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third shall be 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 under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15.00% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the
Net Issue shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts,
and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" on page 244 of this
Red Herring Prospectus.
All potential investors (except Anchor Investors) shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the irrespective bank accounts and / or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. For details in this regard, specific attention is invited to "Issue Procedure" on page 244of this Red Herring Prospectus. A copy of the Prospectus will be delivered for registration to the Registrar of Companies as
required under Section 26 of the Companies Act, 2013.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public offer of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share is ₹ 10/-. The Floor Price, Cap Price
and Offer Price as determined by our Company in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building process, as stated under "Basis for Issue Price" on page 94 should not be considered 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 nor regarding the price at which the Equity Shares will be traded after Listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page 29.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on NSE EMERGE. In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time, our Company has received in-principle approval letter dated April 16, 2024 from National Stock Exchange of India Limited ("NSE") for using its name in this offer document for listing our shares
on the EMERGE Platform of NSE. For the purpose of this Issue, the designated Stock Exchange will be NSE.
BOOK RUNNING LEAD MANAGER | REGISTRAR TO THE ISSUE |
GYR Capital Advisors Private Limited | Purva Sharegistry (India) Private Limted | ||
428, Gala Empire, Near JB Tower, | 9 Shiv Shakti India, Estt, J.R. Boricha Marg, Lower Parel, | ||
Drive in Road, Thaltej, Ahemdabad-380 054, Gujarat, India. | Mumbai- 400011 | ||
Telephone: +91 8777564648 | Telephone: 022 4961 4132/3199 8810 | ||
E-mailId: info@gyrcapitaladvisors.com | Email Id: newissue@purvashare.com | ||
Website: www.gyrcapitaladvisors.com | Investor Grievance e-mail: newissue@purvashare.com | ||
Investor Grievance e-mailID:investors@gyrcapitaladvisors.com | Website: www.purvashare.com | ||
Contact Person: Mohit Baid | Contact Person: Deepali Dhuri | ||
SEBI RegistrationNumber: INM000012810 | SEBI registration number: INR000001112 | ||
CIN: U67200GJ2017PTC096908 | CIN: U67120MH1993PTC074079 | ||
ISSUE PROGRAMME | |||
ANCHOR PORTION OFFER OPENS/CLOSES ON: THURSDAY, MAY 09, 2024 | BID/OFFER | BID/OFFER CLOSES ON: WEDNESDAY, MAY 15, 2024 | |
OPENS | ON: | ||
FRIDAY, MAY 10, | |||
2024* |
*The Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
This page is intentionally left blank
Pursuant to Schedule VI of SEBI (ICDR) Regulations, 2018
3
CONTENTS | |
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF | |
PRESENTATION | 19 |
FORWARD-LOOKING STATEMENTS | 21 |
SECTION II -SUMMARY OF THE ISSUE DOCUMENT | 22 |
SECTION III - RISK FACTORS | 29 |
SECTION IV - INTRODUCTION | 53 |
THE ISSUE | 53 |
SUMMARY FINANCIAL INFORMATION | 55 |
GENERAL INFORMATION | 56 |
CAPITAL STRUCTURE | 69 |
OBJECTS OF THE ISSUE | 82 |
BASIS FOR ISSUE PRICE | 94 |
STATEMENT OF SPECIAL TAX BENEFITS | 100 |
SECTION V - ABOUT THE COMPANY | 102 |
INDUSTRY OVERVIEW | 102 |
OUR BUSINESS | 111 |
KEY REGULATIONS AND POLICIES | 149 |
HISTORY AND CERTAIN CORPORATE MATTERS | 158 |
OUR MANAGEMENT | 164 |
OUR PROMOTERS AND PROMOTER GROUP | 183 |
OUR GROUP COMPANY | 187 |
DIVIDEND POLICY | 194 |
SECTION VI: FINANCIAL INFORMATION | 195 |
RESTATED FINANCIAL STATEMENTS | 195 |
OTHER FINANCIAL INFORMATION | 196 |
CAPITALISATION STATEMENT | 197 |
FINANCIAL INDEBTEDNESS | 198 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS | 201 |
SECTION VII: LEGAL AND OTHER INFORMATION | 214 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 214 |
GOVERNMENT AND OTHER APPROVALS | 218 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 221 |
SECTION VIII: ISSUE RELATED INFORMATION | 232 |
TERMS OF THE ISSUE | 232 |
ISSUE STRUCTURE | 240 |
ISSUE PROCEDURE | 244 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 273 |
SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION | 274 |
SECTION X: OTHER INFORMATION | 317 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 317 |
4
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented or re-enacted from time to time, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and regulations made thereunder. Further, Issue related terms used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document.
Notwithstanding the foregoing, the terms used in "Industry Overview", "Key Regulations and Policies", "Statement of Special Tax Benefits", "Financial Information", "Basis for Issue Price", "Outstanding Litigation and Material Developments" and "Description of Equity Shares and Terms of the Articles of Association"
beginning on pages 102, 149, 100, 195, 94, 214 and 274, respectively, shall have the meaning ascribed to them in the relevant section.
Company related terms
Term | Description | |||
"our Company", "the | ABS Marine Services Limited (formerly known as ABS Marine Services Private | |||
Company" | or | "the | Limited), a public limited company incorporated in India under the Companies Act, | |
Issuer" | 1956, having its Registered Office at Flat No. 3, Anugraha Foundation, No. 15, | |||
Valliammal Road, Vepery, Chennai - 600007, Tamil Nadu | ||||
"we", "us" or "our" | Unless the context otherwise indicates or implies, refers to our Company. | |||
AoA | /Articles | of | The Articles of Association of our Company, as amended. | |
Association | or | |||
Articles | ||||
Audit Committee | The Audit committee of our Board, constituted in accordance with the applicable | |||
provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as | ||||
described in "Our Management - Committees of our Board of Directors - Audit | ||||
Committee" on page 164. | ||||
Auditors/ | Statutory | The statutory auditors of our Company, currently being M/s. N.C Rajagopal & Co, | ||
Auditors | Chartered Accountants. | |||
Board/ | Board | of | Board of directors of our Company, as described in "Our Management", beginning on | |
Directors | page 164 | |||
CIN | Corporate Identification Number of our Company i.e. U71120TN1992PLC023705 | |||
Chief | Financial | Chief financial officer of our Company, Ms. Arathi Narayanan. For details, see "Our | ||
Officer/CFO | Management" on page 164 | |||
Chairman | Chairman of our Company being, Capt. P B Narayanan | |||
Company | Secretary | Company secretary and compliance officer of our Company, Mr. Ganesh SaiKrissha. | ||
and | Compliance | For details, see "Our Management" beginning on page 164 | ||
Officer | ||||
Corporate | Social | The CSR committee of our Board, constituted in accordance with the applicable | ||
Responsibility | provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as | |||
Committee/CSR | described in "Our Management - Committees of our Board of Directors - Corporate | |||
Committee | Social Responsibility Committee" on page 164 | |||
Director(s) | Directors on our Board as described in "Our Management", beginning on page 164 | |||
Equity Shares | The equity shares of our Company of face value of ₹ 10/- each | |||
Executive Directors | Executive Directors of our Company | |||
Independent | Independent directors on our Board, and who are eligible to be appointed as | |||
Directors | independent directors under the provisions of the Companies Act and the SEBI Listing | |||
Regulations. For details of the Independent Directors, see "Our Management" | ||||
beginning on page 164 | ||||
KMP/Key | Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of | |||
Managerial Personnel | the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 as | |||
applicable and as further disclosed in "Our Management" on page 164 | ||||
5 |
Materiality Policy | The policy adopted by our Board of Directors on December 13th, 2023 for | |||
identification of material: (a) outstanding litigation proceedings; (b) Group | ||||
Companies; and (c) creditors, pursuant to the requirements of the SEBI ICDR | ||||
Regulations and for the purposes of disclosure in this Red Herring Prospectus, Red | ||||
Herring Prospectus and Propsectus | ||||
Managing Director | Managing Director of our Company being, Capt. P B Narayanan | |||
MoA/ | Memorandum | The memorandum of association of our Company, as amended | ||
of Association | ||||
Nomination | and | Nomination and remuneration committee of our Board, constituted in accordance with | ||
Remuneration | the applicable provisions of the Companies Act, 2013 and the SEBI Listing | |||
Committee | Regulations, and as described in "Our Management - Committees of our Board of | |||
Directors - Nomination and Remuneration Committee" on page 164 | ||||
Non-Executive | Non-executive directors on our Board, as described in "Our Management", beginning | |||
Director(s) | on page 164 | |||
Promoter(s) | The promoters of our Company, being Capt. P B Narayanan, Shreelatha Narayanan, | |||
Arathi Narayanan and Capt. Jeevan Krishnan Sanjeevan. For details, see "Our | ||||
Promoters and Promoter Group" on page 183 | ||||
Promoter Group | Persons and entities constituting the promoter group of our Company, pursuant to | |||
Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in "Our | ||||
Promoters and Promoter Group" on page 183 | ||||
Peer | Reviewed | M/s. N. C. Rajagopal & Co. being our Peer Reviewed Auditors | ||
Auditors | ||||
Registered Office | The Registered Office of our Company, situated at Flat No. 3, Anugraha Foundation, | |||
No. 15, Valliammal Road, Vepery, Chennai - 600007, Tamil Nadu | ||||
Restated | Financial | The restated audited financial information of the Company, which comprises of the | ||
Statements/ | Restated | restated consolidated audited balance sheet, the restated consolidated audited profit | ||
Financial Information | and loss information and restated consolidated audited cash flow information for the | |||
3 years ended March 31, 2024, 2023 and 2022 together with the annexure and | ||||
notes thereto and restated standalone audited balance sheet, the restated standalone | ||||
audited profit and loss information and restated standalone audited cash flow | ||||
information for the 3 years ended March 31, 2024, 2023 and 2022 along with the | ||||
summary statement of significant accounting policies read together with the annexures | ||||
and notes thereto prepared in terms of the requirements of Section 26 of the Companies | ||||
Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company | ||||
Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. | ||||
Risk Committee | The Risk committee of our Board, constituted in accordance with the applicable | |||
provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as | ||||
described in "Our Management - Committees of our Board of Directors - Risk | ||||
Committee" on page 164 | ||||
RoC/Registrar | of | The Registrar of Companies, Chennai at Tamil Nadu | ||
Companies | ||||
Shareholder(s) | Shareholders of our Company, from time to time | |||
Stakeholders | Stakeholders' relationship committee of our Board, constituted in accordance with the | |||
Relationship | applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, | |||
Committee | and as described in "Our Management", beginning on page 164 | |||
Issue 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 | The slip or document issued by a Designated Intermediary(ies) to an Applicant as | |||
Slip | proof of registration of the Application Form | |||
Allot/ | Allotment/ | Unless the context otherwise requires, allotment of Equity Shares pursuant to the Issue | ||
Allotted | to the successfulApplicants. | |||
Application Form | The Form in terms of which the applicant shall apply for the Equity Shares of our | |||
Company | ||||
Allotment Advice | A note or advice or intimation of Allotment sent to the successful Applicants who have | |||
been or are to be Allotted the Equity Shares after the Basis of Allotment has been | ||||
approved by the Designated Stock Exchange. | ||||
6 |
Term | Description | |
Allottee | A successful Applicant to whom the Equity Shares are Allotted | |
Application | An application, whether physical or electronic, used by ASBA Applicant to make an | |
Supported | by | Application and authorising an SCSB to block the Bid Amount in the specified bank |
Blocked | Amount/ | Account maintained with such SCSB. ASBA is mandatory for all Applicants |
ASBA | participating in the Issue. | |
ASBA Account | A bank account linked with or without UPI ID, maintained with an SCSB and | |
specified in the ASBA Form submitted by the Applicants for blocking the Application | ||
Amount mentioned in the ASBA Form. | ||
ASBA Applicant(s) | Any prospective investor who makes an application pursuant to the terms of the Red | |
Herring Prospectus and the Application Form including through UPI mode (as | ||
applicable) except Anchor Investor | ||
ASBA Bid | A Bid made by an ASBA Bidder | |
ASBA Form(s) | An application form, whether physical or electronic, used by ASBA Applicant and | |
which will be considered as the application for Allotment in terms of the Prospectus | ||
Anchor Investor | A Qualified Institutional Buyer, applying under the Anchor Investor Portion in | |
accordance with the requirements specified in the SEBI ICDR Regulations and this | ||
Red Herring Prospectus and who has Bid for an amount of at least ₹ 200 lakhs. | ||
Anchor Investor | The price at which Equity Shares will be allocated to the Anchor Investors in terms of | |
Allocation | the Red Herring Prospectus and the Prospectus, which will be decided by our | |
Price | Company in consultation with the Book Running Lead Managers during the Anchor | |
Investor Bid/ Issue Period. | ||
Anchor Investor | The application form used by an Anchor Investor to make a Bid in the Anchor Investor | |
Application | Portion and which will be considered as an application for Allotment in terms of the | |
Form | Red Herring Prospectus and Prospectus | |
Anchor Investor Bid/ | One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor | |
Issue | Investors shall be submitted and allocation to the Anchor Investors shall be completed. | |
Period | ||
Anchor Investor Issue | The final price at which the Equity Shares will be Allotted to the Anchor Investors in | |
Price | terms of the Red Herring Prospectus and the Prospectus, which price will be equal to | |
or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor | ||
Issue Price will be decided by our Company, in consultation with the Book Running | ||
Lead Managers | ||
Anchor | Investor | Up to 60% of the QIB Portion which may be allocated by our Company, in |
Portion | consultation with the Book Running Lead Managers, to the Anchor Investors on a | |
discretionary basis in accordance with the SEBI ICDR Regulations. 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 Anchor Investor | ||
Allocation Price, in accordance with the SEBI ICDR Regulations. | ||
Basis of Allotment | The basis on which equity shares will be allotted to successful applicants under the | |
Issue and which is described in paragraph titled "Basis of allotment" under chapter | ||
titled "Issue Procedure" starting from page 244 of this Red Herring Prospectus. | ||
Bid | An indication to make an Issue during the Bid/ Issue Period by a Bidder (other than | |
an Anchor Investor) pursuant to submission of the ASBA Form, or during the Anchor | ||
Investor Bid/ Issue Period by an Anchor Investor, pursuant to submission of the | ||
Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a | ||
price within the Price Band, including all revisions and modifications thereto as | ||
permitted under the SEBI ICDR Regulations and in terms of the Red Herring | ||
Prospectus and the Bid cum Application Form. The term "Bidding" shall be construed | ||
accordingly. | ||
Bid Lot | Equity Shares and in multiples of [●] Equity Shares thereafter | |
Bid/Issue | Closing | Except in relation to any Bids received from the Anchor Investors, the date after which |
Date | the Designated Intermediaries will not accept any Bids, being Wednesday, May 15, | |
2024, which shall be published in English edition of Financial Express (a widely | ||
circulated English national daily newspaper), Hindi edition of Jansatta (a widely | ||
circulated Hindi nationaldaily newspaper, and Tamil Editions of The Tamil Regional | ||
Newspaper Hindu Tamil Thisai,Tamil being the regional language of Chennai, where | ||
our Registered Office is located) | ||
7
Term | Description | ||||||
Our Company in consultation with the BRLM, may, consider closing the Bid/Issue | |||||||
Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance | |||||||
with the SEBI ICDR Regulations. In case of any revision, the extended Bid/ Issue | |||||||
Closing Date shall be widely disseminated by notification to the Stock Exchanges, and | |||||||
also be notified on the websites of the BRLM and at the terminals of the Syndicate | |||||||
Members, if any and communicated to the Designated Intermediaries and the Sponsor | |||||||
Bank, which shall also be notified in an advertisement in same newspapers in which | |||||||
the Bid/ Issue Opening Date was published, as required under the SEBI ICDR | |||||||
Regulations | |||||||
Bid/Issue | Opening | Except in relation to any Bids received from the Anchor Investors, the date on which | |||||
Date | the Designated Intermediaries shall start accepting Bids, being Friday, May 10, 2024, | ||||||
which shall be published in English edition of Financial Express (a widely circulated | |||||||
English national daily newspaper), Hindi edition of Jansatta (a widely circulated Hindi | |||||||
national daily newspaper, and Tamil Editions of The Tamil Regional Newspaper | |||||||
Hindu Tamil Thisai, Tamil being the regional language of Tamil Nadu where our | |||||||
registered office is located. | |||||||
Bid/ Issue Period | The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, | ||||||
inclusive of both days, during which prospective Bidders can submit their Bids, | |||||||
including any revisions thereof in accordance with the SEBI ICDR Regulations and | |||||||
the terms of the Red Herring Prospectus. Provided, however, that the Bidding shall be | |||||||
kept open for a minimum of three Working Days for all categories of Bidders. | |||||||
Our Company in consultation with the Book Running Lead Manager may consider | |||||||
closing the Bid/Issue Period for the QIB Portion One Working Day prior to the | |||||||
Bid/Issue Closing Date which shall also be notified in an advertisement in same | |||||||
newspapers in which the Bid/Issue Opening Date was published, in accordance with | |||||||
the SEBI ICDR Regulations. | |||||||
In cases of force majeure, banking strike or similar circumstances, our Company in | |||||||
consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / | |||||||
Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period | |||||||
not exceeding 10 Working Days.Basis on which Equity Shares will be Allotted to | |||||||
successful Applicant under the Issue, as described in "Issue Procedure" beginning on | |||||||
page 244 | |||||||
Bidding Centers | The centers at which the Designated Intermediaries shall accept the ASBA Forms to | ||||||
a Registered Broker, i.e., Designated SCSB Branches for SCSBs, Specified Locations | |||||||
for Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for | |||||||
RTAs and Designated CDP Locations for CDPs | |||||||
Bidder/ Investor | Any prospective investor who makes a bid for Equity Shares in terms of Red Herring | ||||||
Prospectus and the Bid-Cum-Application Form and unless otherwise stated or implied, | |||||||
which includes an ASBA Bidder and an Anchor Investor. | |||||||
Bankers to the Issue | Banks which are clearing members and registered with SEBI as bankers to an issue | ||||||
and Refund Banker | and with whom the Public Issue Account will be opened, in this case being ICICI Bank | ||||||
Limited. | |||||||
Bid Amount | The amount at which the bidder makes a bid for the Equity Shares of our Company | ||||||
in terms of Red Herring Prospectus. | |||||||
Bid cum Application | The form in terms of which the bidder shall make a bid, including ASBA Form, and | ||||||
Form | which shall be considered as the bid for the Allotment pursuant to the terms of this | ||||||
Red Herring Prospectus. | |||||||
Book | Building | Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR | |||||
Process | Regulations, in terms of which the Issue is being made. | ||||||
Cap Price | The higher end of the Price Band, subject to any revisions thereto, above which the | ||||||
Issue Price will not be finalized and above which no Bids will be accepted. | |||||||
Collecting Depository | A depository participant as defined under the Depositories Act, 1996, registered with | ||||||
Participants or CDPs | 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. | |||||||
Circular | on | Circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular | |||||
Streamlining | (SEBI/HO/CFD/DIL2/CIR/P/2019/50) | dated | April | 3, | 2019, | circular |
8
Term | Description | ||||||||||
of Public Issues/ UPI | (SEBI/HO/CFD/DIL2/CIR/P/2019/76) | dated | June | 28, | 2019, | circular | |||||
Circular | (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular no. | ||||||||||
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, circular no. | |||||||||||
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, circular no. | |||||||||||
(SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, circular no. | |||||||||||
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, circular no. | |||||||||||
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, circular no. | |||||||||||
SEBI/HO/CFD/DIL2/CIR/P/2022/45 | dated | April | 5, | 2022, | |||||||
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI/ | |||||||||||
HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and SEBI | circular | number | |||||||||
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI master circular | |||||||||||
with circular number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 | |||||||||||
(to the extent that such circulars | pertain | to the | UPI | Mechanism), | SEBI | master | |||||
circular | no. | SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, along | |||||||||
with the circular issued by the National Stock Exchange of India Limited having | |||||||||||
reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE | Limited | ||||||||||
having reference no. 20220803-40 dated August 3, 2022 and any subsequent | |||||||||||
circulars or notifications issued by SEBI and Stock Exchanges in this regard | |||||||||||
Controlling | Such branches of SCSBs which coordinate Applications under the Issue with the | ||||||||||
Branches | BRLM, the Registrar and the Stock Exchange, a list of which is available on the | ||||||||||
website of SEBI at http://www.sebi.gov.in or at such other website as may be | |||||||||||
prescribed by SEBI from time to time. | |||||||||||
Depository | A depository registered with SEBI under the SEBI (Depositories and Participants) | ||||||||||
Regulations, 2018. | |||||||||||
Demographic Details | The demographic details of the Applicants such as their Address, PAN, name of the | ||||||||||
applicant father/husband, investor status, and occupation and Bank Account details. | |||||||||||
Designated Date | The date on which relevant amounts are transferred from the ASBA Accounts to the | ||||||||||
Public Issue Account or the Refund Account, as the case may be, and/or the | |||||||||||
instructions are issued to the SCSBs (in case of UPI Bidders using the UPI | |||||||||||
Mechanism, instruction issued through the Sponsor Bank) for the transfer of amounts | |||||||||||
blocked by the SCSBs in the ASBA Accounts to the Public Issue Account, in terms of | |||||||||||
the Prospectus following which Equity Shares will be Allotted in the Issue | |||||||||||
Designated | In relation to ASBA Forms submitted by RIBs authorising an SCSB to block the Bid | ||||||||||
Intermediaries/ | Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. | ||||||||||
Collecting agent | In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be | ||||||||||
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI | |||||||||||
Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, | |||||||||||
Registered Brokers, CDPs, SCSBs and RTAs. | |||||||||||
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not | |||||||||||
using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub- | |||||||||||
Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs | |||||||||||
Designated | CDP | Such locations of the CDPs where bidder can submit the Bid cum Application Forms | |||||||||
Locations | to Collecting Depository Participants.The details of such Designated CDP Locations, | ||||||||||
along with names and contact details of the Collecting Depository Participants | |||||||||||
eligible to accept Bid cum Application Forms are available on the websites of the | |||||||||||
Stock Exchange i.e. www.nseindia.com | |||||||||||
Designated | RTA | Such locations of the RTAs where Applicants can submit the ASBA Forms to RTAs. | |||||||||
Locations | 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), as updated from | |||||||||||
time to time | |||||||||||
Designated SCSB | Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA | ||||||||||
Branches | Forms submitted by RIIs where the Application Amount will be blocked upon | ||||||||||
acceptance of UPI Mandate Request by such RII using the UPI Mechanism), a list of | |||||||||||
which | is | available | on | the | website | of | SEBI | at | |||
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. | Intermediaries | ||||||||||
or at such other website as may be prescribed by SEBI from time to time. |
9
Term | Description | ||
Designated | The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, | ||
Intermediaries/ | CDPs and RTAs, who are categorized to collect Application Forms from the | ||
Collecting Agent | Applicant, in relation to the Issue. | ||
Designated | Stock | National Stock Exchange of India Limited, Emerge Platform | |
Exchange | |||
DP ID | Depository Participant's identity number | ||
Designated Market | Giriraj Stock Broking Private Limited and Commodity Mandi Private Limited will act as the | ||
Maker | Market Makers and have agreed to receive or deliver the specified securities in the | ||
market making process for a period of three years from the date of listing of our Equity | |||
Shares or for a period as may be notified by amendment to SEBI ICDR Regulations. | |||
Draft Red Herring | The Draft Red Herring Prospectus dated February 09, 2024 issued in accordance with | ||
Prospectus/DRHP | Section 26 of the Companies Act, 2013 and SEBI ICDR Regulation. | ||
Eligible FPI(s) | FPIs from such jurisdictions outside India where it is not unlawful to make an offer / | ||
invitation under the Issue and in relation to whom the Application Form and the | |||
Prospectus constitutes an invitation to subscribe to the Equity Shares | |||
Eligible NRI(s) | NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or | ||
invitation under the Issue and in relation to whom the Application Form and the | |||
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares | |||
Emerge | Platform of | The Emerge Platform of National Stock Exchange of India Limited for Listing of | |
National | Stock | Equity Shares offered under Chapter IX of SEBI (ICDR) Regulations which was | |
Exchange | of India | approved by SEBI as a National Stock Exchange of India Limited Emerge on October | |
Limited | 14, 2011. | ||
Electronic Transfer of | Refunds through ECS, NEFT, Direct Credit or RTGS as applicable. | ||
Funds | |||
Eligible QFIs | QFIs from such jurisdictions outside India where it is not unlawful to make an Issue | ||
or invitation under the Issue and in relation to whom the Prospectus constitutes an | |||
invitation to purchase the Equity Shares Issued thereby and who have opened demat | |||
accounts with SEBI registered qualified depositary participants. | |||
Equity Listing | The listing agreements to be entered into by our Company with the Stock Exchange | ||
Agreements | in relation to our Equity Shares. | ||
Escrow and Sponsor | Agreement dated March 19, 2024 entered into amongst our Company, the Registrar to | ||
Bank Agreement | the Issue, the Book Running Lead Manager and Banker to the Issue and Sponsor Bank, | ||
to receive monies from the Applicants through the SCSBs Bank Account on the | |||
Designated Date in the Public Issue Account. | |||
Escrow Account(s) | The account(s) to be opened with the Escrow Collection Bank and in whose favour | ||
the Anchor Investors will transfer money through NACH/direct credit/ NEFT/ RTGS | |||
in respect of the Bid Amount when submitting a Bid | |||
Escrow | Collection | The Bank(s) which are clearing members and registered with SEBI as bankers to an | |
Bank(s) | issue under the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the | ||
Escrow Account(s) will be opened, in this case being ICICI Bank Limited. | |||
First Applicant | The Applicant whose name appears first in the Application Form or the Revision Form | ||
and in case of joint Bids, whose name shall also appear as the first holder of the | |||
beneficiary account held in joint names | |||
Floor Price | The lower end of the Price Band being [●], subject to any revision(s) thereto, not being | ||
less than the face value of Equity Shares and the Anchor Investor Issue Price, at or | |||
above which the Issue Price will be finalized and below which no Bids will be | |||
accepted. | |||
Foreign | Venture | Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign | |
Capital Investors | Venture Capital Investor) Regulations, 2000. | ||
FPI | / | Foreign | A Foreign Portfolio Investor who has been registered under Securities and Exchange |
Portfolio Investor | Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII | ||
or QFI who holds a valid certificate of registration shall be deemed to be a foreign | |||
portfolio investor till the expiry of the block of three years for which fees have been | |||
paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended. | |||
Fresh Issue | ∙ | ||
The Fresh Issue of 65,50,000 Equity Shares aggregating up to ₹ [ ] Lakhs. | |||
Fugitive | Economic | An individual who is declared a fugitive economic offender under Section 12 of the | |
Offender | Fugitive Economic Offenders Act, 2018 |
10
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ABS Marine Services Limited published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2024 07:12:04 UTC.