CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and the UPI Circulars . Registrar to the Offer or Registrar Alankit Assignments Limited . Retail Discount A discount of up to [●]% (equivalent of up to ₹[●] per Equity Share ) on the Offer Price which may be offered to Retail Individual Bidders in the Retail Portion . Retail Individual Bidder(s)/RIB(s) /RII(s) Indiv idual Bidders, other than Eligible Employees Bidding in the Employee Reservation Portion (if any) who have Bid for the Equity Shares for an amount not more than ₹200,000 on a net basis in any of the bidding options in the Net Offer (including HUFs applying through their Karta and Eligible NRIs) . Retail Portion The portion of the Net Offer being not less than 35% of the Net Offer consisting of 98,04,375 Equity Shares which shall be available for allocation to Retail Individual Bidder(s) in accordance with t he SEBI ICDR Regulations subject to valid Bids being received at or above the Offer Price . Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Forms or any previous revision form(s) , as applicable . QIB Bidders and Non -Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity and of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees bidding in the Retail Portion and the Employee Reservation Portion , respectively can revise their Bids during the Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date . Self Certified Syndicate Banks or SCSBs The banks registered with SEBI, offering services, (i) in relation to ASBA where the Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int mId=34 or such other website as update d from time to time, (ii) in relation to RIBs using the UPI Mechanism, a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in tmId=40 or such other website as updated from time to time . Selling Shareholder The President of India, acting through the Ministry of Defence , Go I. Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement . Share Escrow Agreement The agreement dated [●] entered into among the Selling Shareholder, our Company and the Share Escrow Agent in connection with the transfer of the Equity Shares by the Selling Shareholder and credit of such Equity Shares to the demat account of the Allottee s. Specified Locations Bidding centers where the Syndicate shall accept ASBA Forms, a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction. do?doRecognisedFpi=y es&intmId=3 5 and updated from time to time. Sponsor Bank ICICI Bank Limited , being a banker to the Offer, appointed by our Company to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and/or payment instructions of the RIBs using the UPI. Stock Exchanges BSE Limited and National Stock Exchange of India Limited Sub -Syndicate Members The sub -Syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect ASBA Forms and Revision Forms . Syndicate Agreement The agreement dated [●], entered into betwee n, the BRLMs, the Syndicate Members, our Company, the Selling Shareholder and Registrar to the Offer in relation to the collection of Bid cum Application Forms by Syndicate Members . Syndicate Members Intermediaries registered with SEBI who are permitted to accept bids, applications and place orders with respect to the Offer and carry out activities as an underwriter, in this case , [●] . Syndicate/Members of the Syndicate The BRLMs and the Syndicate Mem bers . 9 Term Description Systemically Important Non – Banking Financial Companies An NBFC registered with the RBI and having a net -worth of more than ₹5,000 million as per the last audited financial statements . Underwriters [●] Underwriting Agreement The agreement dated [●] to be entered into among the Underwriters, our Company and the Selling Shareholder on or after the Pricing Date, but prior to the registration of the Prospectus with the RoC. UPI Unified payments interface which is an instant payment me chanism, developed by NPCI. UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 03, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28 , 2019 , SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and any subsequent circulars or notifications issued by SEBI in this regard. UPI ID ID created on the UPI for single – window mobile payment system developed by the NPCI. UPI Ma ndate Request The request initiated by the Sponsor Bank and received by an RII using the UPI Mechanism to authorise blocking of funds or modification or withdrawal of a Bid on the UPI mobile or other application equivalent to the Bid Amount and subsequent debit of funds in case of Allotment . UPI Mechanism The bidding mechanism that may be used by an RII to make a Bid in the Offer in accordance with UPI Circulars . UPI Pin Password to authenticate UPI transaction. Wilful Defaulter A company or a person categorised as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes any company whose director or promoter is categorised as s uch. Working Day “Working Day” means all days, other than second and fourth Saturday of a month, Sunday or a public holiday, on which commercial banks in Mumbai are open for business; provided however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, “Working Day” shall mean all days’ excluding all Saturdays, Sundays and public holiday s, on which commercial banks in Mumbai are open for business; and with reference to the time period between the Bid/Offer Closing Date and the list ing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and as modified by the UPI Circulars . YES Securities YES Securities (India) Limited . Technical/Industry Related Terms/Abbreviations Term Description ASC Anti -submarine warfare corvettes . AoN Acceptance of necessity . CAPF Central Armed Police Forces . DPP Defence procurement procedure . DPSU Defence public sector undertaking . DWT Dead weight tonnage . FPVs Fast patrol vehicles . GRT Gross register tonnage . IC Indigenous content . LCUs Landing craft utilities . MCMV Mine countermeasure vessel . MSRA Master ship repair agreement . NSRY Naval ship repair yard . OFB Ordnance Factories Board . OPVs Offshore patrol vessels . OSVs Offshore supply vessels . PCVs Pollution control vessels . 10 Term Description WJFAC Water jet fast attack crafts . Conventional and General Terms or Abbreviations Term Description ₹/Rs./ Rupees Indian Rupees . A/c Account . AGM Annual General Meeting . AIF Alternative Investment Funds registered pursuant to SEBI (Alternative Investment Funds) Regulations, 2012, as amended from time to time . Air Act Air (Prevention and Control of Pollution) Act, 1981, as amended. AS or Accounting Standards Accounting Standards as notified under Companies (Accounting Standards) Rules, 2006 . AY Assessment Year . BEL Bharat Electronics Limited . BSE BSE Limited . Category I FPIs FPIs who are registered with SEBI as “Category I foreign portfolio investors” under the SEBI FPI Regulations. Category II FPIs FPIs who are registered with SEBI as “Category II foreign portfolio investors” under the SEBI FPI Regulations. Category III FPIs FP Is registered as category III FPIs under the SEBI FPI Regulations . CDSL Central Depository Services (India) Limited . CIBIL Credit Information Bureau (India) Limited . CIN Corporate Identity Number . Companies Act Companies Act, 1956 and Companies Act, 2013 , as applicable . Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of the sections of the Companies Act, 2013) alongwith the relevant rules made thereunder. Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of sections of the Companies Act, 2013, alongwith the relevant rules made thereunder . Competition Act Competition Act, 2002, as amended . Consolidated FDI Policy The extant Consolidated Foreign Direct Investment Policy notified by D PIIT from time to time, in this case the Consolidated Foreign Direct Investment Policy notified by notification D/o IPP F. No. 5(1)/2017 -FC -1 dated August 28, 2017 effective from August 28, 2017 . DIN Directors Identification Number . DP ID Depository Particip ant’s Identi fication number . DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly known as Department of Industrial Policy and Promotion) EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation . EGM Extraordinary General Meeting . EPS Earnings per share . EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, as amended . ESI Act Employees State Insurance Corporation Act, 1948, as amended . FACR Fixed Asset Coverage Ratio . FDI Foreign Direct Investment . FEMA Foreign Exchange Management Act, 1999, together with rules and regulations framed there under . FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 . Fiscal or Financial Year or FY Period of 12 months ended March 31 of that particular year . Finance Act read with Service Tax Rules Finance Act, 1994 read with Service Tax Rules, 1994, as amended . FPIs A foreign portfolio investor as defined under the SEBI FPI Regulations . FVCI Foreign Venture Capital Investor registered under the SEBI FVCI Regulations . GDP Gross Domestic Product . 11 Term Description GoI or Government of India or Central Government The Government of India . GST Goods and Service s Tax . HAL Hindustan Aeronautics Limited . HNI High Net worth Individual . HUF Hindu Undivided Family . ICAI The Institute of Chartered Accountants of India . Ind AS Indian Accounting Stan dards prescribed under section 133 of the Companies Act, 2013 and Ind AS Rules . Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015 . IPO Initial Public Offering . IRDA Insurance Regulatory and Development Authority . IT Information Technology . IT Act/ Income Tax Act Income Tax Act, 1961, as amended . MbPT Mumbai Port Trust . MCA Ministry of Corporate Affairs . Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 . MoD Ministry of Defence , GoI . MSMED Act Micro, Small & Medium Enterprises Development Act, 2006, as amended . NAV Net Asset Value . No. Number . NPCI National Payments Corporation of India . NRE Account Non -Resident External Account . NRI A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000 . NRO Account Non -Resident Ordinary Account . NSDL National Securities Depository Limited . NSE National Stock Exchange of India Limited . p.a. Per annum . P/E Ratio Price/Earnings Ratio . PAN Permanent Account Number . PAT Profit After Tax . PBT Profit Before Tax . PCB Pollution Control Board . RBI Reserve Bank of India . RTGS Real Time Gross Settlement . SBAR State Bank Advanced Rate . SCRA Securities Contracts (Regulation) Act, 1956, as amended . SCRR Securities Contracts (Regulation) Rules, 1957, as amended . SEBI Securities and Exchange Board of India constituted under the SEBI Act . SEBI Act Securities and Exchange Board of India Act, 1992, as amended . SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012 , as amended . SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 , as amended . SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 , as amended . SEBI I CDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20 18, as amended. SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 , as amended . SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 , as amended . Securities Act U.S. Securities Act of 1933 . Sq. ft./ Sft/ sqft Square foot . Sq. mt. Square meter . 12 Term Description Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended . TAN Tax Deduction Account Number allotted under the Income Tax Act, 1961, as amended . TDS Tax Deducted at Source . Water and Air Rules Water (Prevention and Control of Pollution) Rules, 1994 and Air (Prevention and Control of Pollution) Rules, 1994, as amended . U.S. /US /U.S.A /United States The United States of America, together with its territories and possessions . US$ /USD United States Dollar, the official currency of the United States of America . VCFs Venture Capital Funds as defined and registered with SEBI under the SEBI VCF Regulations . Water Act Water (Prevention and Control of Pollution) Act, 1974, as amended . Words and expressions used but not defined herein shall have the same meaning as is assigned to such terms in the SEBI ICDR Regulations, the Companies Act, the SEBI Act, the SCRA, the Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, capitalised terms in “ Statement of Tax Benefits ”, “Financial Statements ”, “ Basis for Offer Price ”, “ Outstanding Litigation and Material Developments ”, “ Offer Procedure ” and “ Description of Equity Shares and Terms of t he Articles of Association ” on pages 86 , 181 , 83 , 303 , 334 and 347 respectively, shall have the meaning as ascribed to such terms in such sections. 13 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Certain Conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and all references to the “U.S.”, “U.S.A” or “United States” are to the United States of America. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are t o the page numbers of this Draft Red Herring Prospectus. Financial Data Unless stated otherwise or the context requires otherwise , the financial information in this Draft Red Herring Prospectus is derived from our Restated Financial Statements prepared in accordance with the Companies Act, Ind AS and restated in accordance with the SEBI ICDR Regulations. Our Company’s Financial Year commences on April 1 and ends on March 31 of the following year. Accordingly, all references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year. Unless the context otherwise requires, all references to a year in this Draft Red Herring Prospectus are to a calendar year and references to a Financial Year are to March 31 of that calendar year. Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject to rounding off adjustments. All decimals have been rounded off to two or one decimal places. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row . However, where any figures that may have been sourced from third -party industr y sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Draft Red Herring Prospectus may be rounded off to such number of decimal points as provided in such respective sources. Our Restated Finan cial Statements have been prepared in accordance with Ind AS. The Restated Financial Statements have been prepared, based on financial statements (i) as at and for the Financial Year ended March 31, 2019, March 31, 2018 and March 31, 2017 prepared in accordance with Ind AS as prescribed under Section 133 of Companies Act read with the Ind AS Rules . The degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act, the Ind AS and the SEBI ICDR Regulations. Unless the context otherwise indicates, any percentage amounts, as set forth in “ Risk Factors ”, “ Our Business ”,“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” on pages 20 , 122 and 270 respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of our Restated Fina ncial Statements prepared in accordance with Companies Act, Indian accounting policies and practices and restated in accordance with the SEBI ICDR Regulations. Currency and Units of Presentation All references to: “Rupees” or “ ₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and “USD” or “US$” are to United States Dollar, the official currency of the United States. Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “m illion” units. One million represents 1,000,000 and one billion represents 1,000,000,000. Exchange Rates This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. 14 The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and other currencies: (Amount in ₹, unless otherwise specified) Currency As on March 31, 2019 As on March 31, 2018 As on March 31, 2017 1 US$ 69.17 (1) 65.04 (2) 64.84 Source: www.fbil.org.in for March 31, 2019 and RBI Reference Rate for rest of the years 1. Exchange rate as on March 29, 2019 , as RBI Reference Rate is not available for March 31, 2019 and March 30, 201 9 being a Sunda y and Saturday respectively. 2. Exchange rate as on March 28, 2018, as RBI Reference Rate is not available for March 31, 2018, March 30, 2018 and March 29, 2018 being a holiday Industry and Market Data Industry and market data used in this Draft Red Herring Prospectus has been obtained or derived from pu blicly available information and from the report titled “ Indian commercial and warship building and ship repairing industry report ” published on March 2018 which includes the following disclaimer: “CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report) based on the information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this report should be construed as an ex pert advice or investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers/ users/ transmitters/ distributors of this Report. Without limit ing the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business activi ties in this regard. Mazagon Dock Shipbuilders Limited will be responsible for ensuring compliances and consequences of non -compliances for use of the Report or part thereof outside India. CRISIL Research operates independently of,and does not have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Limited (CRIS), which may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Resea rch and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published / reproduced in any form without CRISIL’s prior written approval”. Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe the industry and market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified by us or the BRLMs or any of their affiliates or advisors. The data used in these sources may have been re -classified by us for the purposes of presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “ Risk Factors ” on page 20 . The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions may vary widely among different industry sources. In accordance with the SEBI ICDR Regulations, the “ Basis for Offer Price ” on page 83 includes information relating to our peer group companies. Such information has been derived from publicly available sources, and neither we, nor the BRLMs have independently verified such in formation. 15 FORWARD -LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward looking statements”. These forward looking statements can generally be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions.
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