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DRAFT RED HERRING PROSPECTUSDated March 28, 2016
Please read section 32 of the Companies Act, 2013(The Draft Red
Herring Prospectus will be updated upon filing with the RoC)
Book Built Offer
SEAWAYS SHIPPING AND LOGISTICS LIMITEDOur Company was
incorporated as Seaways Shipping Services Private Limited on
December 1, 1989, at Hyderabad, Andhra Pradesh (now Telangana) (the
“RoC”), as a private limited company under the Companies Act, 1956.
Our Company became a deemed public company under the Companies Act,
1956 with effect from February 24, 1995 and the term ‘Private’ was
deleted from the name of our Company. The name of our Company was
changed from Seaways Shipping Services Limited to Seaways Shipping
Limited and a fresh certificate of incorporation dated October 12,
1995 consequent on change of name was issued by the RoC.
Thereafter, our Company was converted into a public limited company
and a fresh certificate of incorporation dated October 16, 1995
consequent upon conversion under Section 31/44 of the Companies
Act, 1956 was issued by the RoC. The name of our Company was
changed from Seaways Shipping Limited to Seaways Shipping and
Logistics Limited and a fresh certificate of incorporation dated
June 17, 2010 consequent upon change of name was issued by the RoC.
For details of changes in the name and registered office of our
Company, see “History and Certain Corporate Matters” on page
155.
Registered and Corporate Office: Seaways Pride, Plot No.731,
Road No. 36, Jubilee Hills, Hyderabad 500 034, Telangana,
IndiaContact Person: T. V. Satish Babu, Company Secretary and
Compliance Officer
Tel: (+91 40) 66447000; Fax: (+91 40) 66102040, Email:
[email protected]; Website: www.seawaysindia.com;
Corporate Identity Number: U63010TG1989PLC010716
Promoters of our Company: Capt. Parvataneni Venkata Krishna
Mohan, Parvataneni Sarat Kumar and Parvataneni Vivek AnandINITIAL
PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE ` 10 EACH
(“EQUITY SHARES”) OF SEAWAYS SHIPPING AND LOGISTICS LIMITED
(“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY
SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE)
AGGREGATING UP TO ` [●] MILLION (THE “OFFER”) CONSISTING OF A FRESH
ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO `
800 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO
6,445,224 EQUITY SHARES BY PARVATANENI VIVEK ANAND, PARVATANENI
SUDHA MOHAN, PARVATANENI PRASANTHI, PARVATHANENI VISHWA RATAN,
PARVATHANENI DIVYA, RATAKONDLA RAMESH AND IDFC PRIVATE EQUITY FUND
II, (THE “SELLING SHAREHOLDERS”) AGGREGATING UP TO ` [●] MILLION
(THE “OFFER FOR SALE”). THE OFFER COMPRISES A NET OFFER TO THE
PUBLIC OF UP TO [●] EQUITY SHARES (THE “NET OFFER”) AND A
RESERVATION OF UP TO 400,000 EQUITY SHARES AGGREGATING UP TO ` [●]
MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN)
(THE “EMPLOYEE RESERVATION PORTION”). THE OFFER WOULD CONSTITUTE
[●]% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL AND THE NET
OFFER WOULD CONSTITUTE [●] % OF OUR POST-OFFER PAID-UP EQUITY SHARE
CAPITAL.THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. 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 [●] EDITIONS OF
THE ENGLISH NATIONAL NEWSPAPER [●], [●] EDITIONS OF THE HINDI
NATIONAL NEWSPAPER [●] AND [●] EDITIONS OF THE TELUGU NEWSPAPER [●]
(TELUGU BEING THE REGIONAL LANGUAGE OF TELANGANA WHERE OUR
REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST
FIVE 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 (“NSE”, AND TOGETHER WITH BSE REFERRED TO
AS THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR
WEBSITES.
In case of any revisions in the Price Band, the Bid/Offer Period
will be extended by at least three additional Working Days after
such revision of the Price Band, subject to the Bid/Offer Period
not exceeding 10 Working Days. Any revision in the Price Band and
the revised Bid/Offer 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 the terminals ofthe Syndicate Members.In terms of
Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules,
1957, as amended (the “SCRR”), this is an Offer for at least 25% of
Equity Shares of the post-Offer paid-up Equity Share Capital of our
Company. The Offer is being made through the Book Building Process
in compliance with the provisions of Regulation 26(2) of the SEBI
ICDR Regulations, wherein at least 75% of the Net Offer shall be
Allotted on a proportionate basis to Qualified Institutional Buyers
(“QIB Portion”), provided that our Company and the Selling
Shareholders in consultation with the BRLMs may allocate up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis. 5%
of the QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the
QIB Portion (excluding the Anchor Investor 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 Offer Price. If at least 75% of the Net
Offer cannot be Allotted to QIBs, then the entire application money
shall be refunded forthwith. Further, not more than 15% of the Net
Offer shall be available for allocation on a proportionate basis to
Non-Institutional Bidders and not more than 10% of the Net Offer
shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price. For details in relation
to allocation to Retail Individual Investors, specific attention of
the investors is invited to “Offer Procedure – Basis of Allotment”
on page 289. Further, up to 400,000 Equity Shares will be available
for allocation on a proportionate basis to Eligible Employees
subject to valid Bids being received from them at or above Offer
Price. All Bidders (other than Anchor Investors) shall mandatorily
participate in this Offer only through the ASBA process by
providing the details of their respective bank accounts in which
the corresponding Bid Amounts will be blocked by the SCSBs. For
further details, see“Offer Procedure” on page 253.
RISKS IN RELATION TO THE FIRST OFFERThis being the first public
offer of our Company, there has been no formal market for the
Equity Shares. The face value of the Equity Shares is ` 10 each.
The Floor Price is [●] times the face value and the Cap Price is
[●] times the face value. The Offer Price (determined and justified
by our Company and the Selling Shareholders, in consultation with
the BRLMs as stated in “Basis for Offer Price” on page 99) should
not be taken to be indicative of the market price of the Equity
Shares after the Equity Shares are listed. No assurance can be
given regarding an active or sustained trading in the Equity Shares
or regarding the price at which the Equity Shares will be traded
after listing.
GENERAL RISKSInvestments in equity and equity-related securities
involve a degree of risk and investors should not invest any funds
in this Offer unless they can afford to take the risk of losing
their entire investment. Investors are advised to read the risk
factors carefully before taking an investment decision in this
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 offered 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” on page
17.
COMPANY AND THE SELLING SHAREHOLDERS’ABSOLUTE RESPONSIBILITYOur
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 this 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 opinions 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.Each of the Selling
Shareholders accepts responsibility only for statements in this
Draft Red Herring Prospectus in relation to itself and the Equity
Shares being sold by it through the Offer for Sale and confirms
that such statements are true and correct in all material respects
and are not misleading in any material respect. Each of the Selling
Shareholders does not assume any responsibility for any other
statements made in this Draft Red Herring Prospectus, including
without limitation, any statements made by or relating to our
Company, other Selling Shareholders or their respective
businesses.
LISTINGThe Equity Shares offered in the Offer through the Red
Herring Prospectus are proposed to be listed on BSE and NSE.
In-principle approvals of BSE and NSE for listing the Equity Shares
have been received pursuant to letter dated [●] and dated [●],
respectively. For the purposes of the Offer, the Designated Stock
Exchange shall be [●].
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
ICICI Securities LimitedICICI Center, H.T. Parekh
Marg,Churchgate, Mumbai-400 020.Tel: (+91 22) 2288 2460Fax: (+91
22) 2282 6580E-mail: [email protected] Grievance
E-mail: [email protected]:
www.icicisecurities.comContact Person: Rupesh KhantSEBI
Registration No.: MB/INM000011179
IDFC Bank Limited^Naman Chambers, C-32, G Block, Bandra Kurla
Complex,Bandra (East), Mumbai-400 051.Tel : (+91 22) 6622 2600Fax :
(+91 22) 6622 2501Email: [email protected]:
www.idfcbank.comInvestor Grievance E-mail:
[email protected] Person: Mayuri AryaSEBI Registration No.:
MB/ INM000012250
Karvy Investor Services Limited*Karvy House, 46, Avenue 4,Street
No. 1, Banjara Hills,Hyderabad-500 034.Tel:(+91 40) 2342 8774/ 2331
2454Fax:(+91 40) 2337 4714/ 2331 1968E-mail: [email protected]
grievance e-mail: [email protected]:
www.karvyinvestmentbanking.comContact Person: P. Balraj / Rohan
MenonSEBI Registration No.: MB/ INM000008365
Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot
31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500
032.Tel: (+91 40) 6716 2222/ 1800 3454 001 (toll free)Fax: (+91 40)
2343 1551E-mail: [email protected] Grievance E-mail:
[email protected]: www.karisma.karvy.comContact Person: M
Murali KrishnaSEBI Registration No.: INR000000221
BID/ OFFER PROGRAMME(1) (2)BID/OFFER OPENS ON: [●] BID/OFFER
CLOSES ON (FOR QIBs): [●](2)
BID/OFFER CLOSES ON (FOR ALL OTHER BIDDERS): [●](1) Our Company
and the Selling Shareholders, in consultation with the BRLMs, may
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.(2) Our Company and the Selling Shareholders, in consultation
with the BRLMs, maydecide 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.^ In compliance with the proviso to regulation
21A (1) of the SEBI (Merchant Bankers) Regulations, 1992, read with
proviso to regulation 5(3) of the SEBI ICDR Regulations, IDFC Bank
Limited would be involved only in the marketing of the Offer.* The
BRLMs have confirmed that KISL shall not be involved in any of the
post-Offer activities as it is an affiliate of the Registrar to the
Offer, Karvy Computershare Private Limited.
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TABLE OF CONTENTS
SECTION I: GENERAL
......................................................................................................................
3
DEFINITIONS AND ABBREVIATIONS
..........................................................................................
3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
.................................... 14 FORWARD-LOOKING STATEMENTS
.........................................................................................
16
SECTION II: RISK FACTORS
........................................................................................................
17
SECTION III: INTRODUCTION
.....................................................................................................
37
SUMMARY OF INDUSTRY
...........................................................................................................
37 SUMMARY OF OUR BUSINESS
...................................................................................................
40 SUMMARY FINANCIAL INFORMATION
...................................................................................
46 THE OFFER
......................................................................................................................................
59 GENERAL INFORMATION
............................................................................................................
61 CAPITAL STRUCTURE
..................................................................................................................
71 OBJECTS OF THE OFFER
..............................................................................................................
90 BASIS FOR OFFER PRICE
..............................................................................................................
99 STATEMENT OF TAX BENEFITS
...............................................................................................
102
SECTION IV: ABOUT OUR COMPANY
.....................................................................................
105
INDUSTRY OVERVIEW
...............................................................................................................
105 OUR BUSINESS
.............................................................................................................................
136 REGULATIONS AND POLICIES
.................................................................................................
152 HISTORY AND CERTAIN CORPORATE MATTERS
................................................................
155 SUBSIDIARIES AND JOINT VENTURES
...................................................................................
163 MANAGEMENT
............................................................................................................................
170 PROMOTERS AND PROMOTER GROUP
...................................................................................
188 GROUP
COMPANIES....................................................................................................................
191 RELATED PARTY TRANSACTIONS
..........................................................................................
193 DIVIDEND POLICY
......................................................................................................................
194
SECTION V: FINANCIAL INFORMATION
...............................................................................
195
FINANCIAL STATEMENTS
.........................................................................................................
195 CAPITALISATION STATEMENT AS ADJUSTED FOR THE OFFER
...................................... 196 FINANCIAL INDEBTEDNESS
.....................................................................................................
197 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
........................................................................................................
202
SECTION VI: LEGAL AND OTHER INFORMATION
.............................................................
224
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
..................................... 224 GOVERNMENT AND OTHER
APPROVALS
.............................................................................
228 OTHER REGULATORY AND STATUTORY DISCLOSURES
.................................................. 230
SECTION VII: OFFER INFORMATION
.....................................................................................
244
TERMS OF THE OFFER
................................................................................................................
244 OFFER STRUCTURE
....................................................................................................................
247 OFFER PROCEDURE
....................................................................................................................
253 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
................................ 300
SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
.................. 301
SECTION IX: OTHER INFORMATION
......................................................................................
365
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
........................................ 365
DECLARATION...............................................................................................................................
367
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3
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and
abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below.
References to any legislation, enactment or
regulation shall be to such legislation, enactment or regulation
as amended from time to time. In case of any
inconsistency between the definitions given below and the
definitions contained in the General Information
Document (as defined below), the definitions given below shall
prevail.
General Terms
Term Description
“Our Company”, the
“Company”, the “Issuer” or
the “Holding Company”
Seaways Shipping and Logistics Limited, a company incorporated
under the
Companies Act, 1956 and having its Registered Office at Seaways
Pride, Plot
No. 731, Road No. 36, Jubilee Hills, Hyderabad 500 034,
Telangana, India
“We”, “our”, “us” or
“Group”
Unless the context otherwise indicates or implies, refers to our
Company
together with its Subsidiaries and Joint Venture
Company Related Terms and Selling Shareholder Related Terms
Term Description
Articles/ Articles of
Association
Articles of association of our Company, as amended from time to
time
Audit Committee Audit committee of our Company constituted in
accordance with the Listing
Regulations and Companies Act, 2013
Board/ Board of Directors Board of directors of our Company or a
duly constituted committee thereof
Corporate Office The corporate office of our Company, which is
located at Seaways Pride, Plot
No. 731, Road No. 36, Jubilee Hills, Hyderabad – 500 034,
Telangana, India
Director(s) Director(s) on the Board of Directors
Equity Shares Equity shares of our Company of face value of ₹ 10
each fully paid-up
Equity Share Capital The equity shares capital of our Company
consisting of 21,484,086 issued,
subscribed and fully paid up Equity Shares
Group Companies Group companies of our Company as defined in
“Group Companies” on page
191
IDFC PE IDFC Private Equity Fund II, a unit scheme of the IDFC
Infrastructure Fund
II, which is a venture capital fund registered under the
Securities and
Exchange Board of India (Venture Capital Funds) Regulations,
1996,
represented by its trustee, IDFC Trustee Company Limited, whose
registered
office is at 201, Naman Chambers, C-32, G-Block, Bandra Kurla
Complex,
Bandra East, Mumbai 400 051 and acting through its investment
manager
IDFC Alternatives Limited, a company incorporated under the
Companies
Act, 1956 and having its registered office at 201, Naman
Chambers, C-32, G-
Block, Bandra Kurla Complex, Bandra East, Mumbai 400 051 and
place of
business is at 7th floor, Tower 1C, One IndiaBulls Centre
Jupiter Mills
Compound 841, Senapati Bapat Marg Elphinstone Road, Mumbai 400
013
Investor Selling Shareholder IDFC PE
Joint Venture Joint venture of our Company, being Global
Shipping Corporation, USA. For
details, see “Subsidiaries and Joint Venture” on page 163.
Key Management
Personnel/KMPs
Key management personnel of our Company in terms of the
Companies Act,
2013 and the SEBI ICDR Regulations and as disclosed in
“Management” on
page 170
Maxicon Singapore Maxicon Container Line Pte Ltd, Singapore
Memorandum of Association Memorandum of association of our
Company, as amended from time to time
Promoters Promoters of our Company, namely Capt. Parvataneni
Venkata Krishna
Mohan, Parvataneni Sarat Kumar and Parvataneni Vivek Anand. For
details,
see “Promoters and Promoter Group” on page 188
Promoter Group Persons and entities constituting the promoter
group of our Company as
disclosed in “Promoters and Promoter Group” on page 188
Registered Office The registered office of our Company, which is
located at Seaways Pride, Plot
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4
Term Description
No. 731, Road No. 36, Jubilee Hills, Hyderabad – 500 034,
Telangana, India
Registrar of Companies/RoC Registrar of Companies, Andhra
Pradesh and Telangana
Restated Consolidated
Summary Statements
Restated consolidated summary statements of assets and
liabilities as at March
31, 2011, March 31, 2012, March 31, 2013, March 31, 2014 and
March 31
2015 and September 30, 2015, restated consolidated summary
statements of
profits and losses and restated consolidated summary statements
of cash flows
for the years ended March 31, 2011, March 31, 2012, March 31,
2013, March
31, 2014, March 31, 2015 and for the six months period ended
September 30,
2015 of our Company, Subsidiaries and Joint Venture, together
with
annexures thereto disclosed in “Financial Statements” on page
195
Restated Standalone Summary
Statements
Restated standalone summary statements of assets and liabilities
as at March
31, 2011, March 31, 2012, March 31, 2013, March 31, 2014 and
March 31
2015 and September 30, 2015, restated standalone summary
statements of
profits and losses and restated standalone summary statements of
cash flows
for the years ended March 31, 2011, March 31, 2012, March 31,
2013, March
31, 2014, March 31, 2015 and for the six months period ended
September 30,
2015 of our Company, together with annexures thereto disclosed
in
“Financial Statements” on page 195
Restated Summary Statements Collectively, the Restated
Consolidated Summary Statements and the
Restated Standalone Summary Statements
Selling Shareholders Parvataneni Sudha Mohan, Parvataneni
Prasanthi, Parvathaneni Vishwa
Ratan, Parvataneni Vivek Anand, Parvathaneni Divya, Ratakondla
Ramesh
and IDFC PE
Shareholders Shareholders of our Company
Statutory Auditors B S R & Associates LLP, Chartered
Accountants
Subsidiaries (i) Maxicon Container Line Pte Ltd, Singapore; (ii)
Maxicon Shipping
Agencies Pte Ltd, Singapore; (iii) Maxicon Container Line LLC,
UAE; (iv)
Maxicont Shipping Agencies SDN BHD, Malaysia; (v) Proline
Container
SDN BHD, Malaysia; (vi) Seaways Shipping Line Pte Ltd,
Singapore; (vii)
Seaways Hong Kong Limited, Hong Kong; (viii) Seaways
Worldwide
Logistics LLC, USA; (ix) Seaways Liner Agencies Private Limited;
and (x)
Seamaster Sea and Air Logistics Private Limited. For details,
see
“Subsidiaries and Joint Ventures” on page 163.
Offer Related Terms
Term Description
Allot/Allotment/ Allotted Unless the context otherwise requires,
the allotment of Equity Shares pursuant
to the Fresh Issue and transfer of the Equity Shares offered by
the Selling
Shareholders pursuant to the Offer for Sale to successful
Bidders.
Allottee A successful Bidder to whom the Equity Shares are
Allotted
Allotment Advice Note or advice or intimation of Allotment sent
to each successful Bidder after
the Basis of Allotment has been approved by the Designated Stock
Exchange
Anchor Escrow Account(s)
Account(s) opened with the Anchor Escrow Collection Bank and in
which
Anchor Investors shall deposit the Bid Amount
Anchor Investor A Qualified Institutional Buyer, applying under
the Anchor Investor Portion
in accordance with the requirements specified in the SEBI ICDR
Regulations
Anchor Investor Bid/ Offer
Period
The day, one Working Day prior to the Bid/Offer Opening Date, on
which
Bids by Anchor Investors shall be submitted
Anchor Investor Allocation
Price
The price within the Price Band at which allocation to Anchor
Investors will
be made, by our Company and the Selling Shareholders in
consultation with
the BRLMs
Anchor Investor Offer Price The final price at which the Equity
Shares will be issued and Allotted to
Anchor Investors in terms of the Red Herring Prospectus and the
Prospectus,
which price will be 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 Selling Shareholders in consultation with the
BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion, which may
be allocated by our Company and
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5
Term Description
the Selling Shareholders, in consultation with the BRLMs, to
Anchor Investors
on a discretionary basis. One-third of the Anchor Investor
Portion shall be
reserved for domestic Mutual Funds, subject to valid Bids being
received from
Mutual Funds at or above the Anchor Investor Offer Price
Application Supported by
Blocked Amount/ASBA
The process of submitting the Bid cum Application Form, whether
physical or
electronic, used by Bidders, other than Anchor Investors, to
make a Bid
authorizing an SCSB to block the Bid Amount in the ASBA Account.
ASBA
is mandatory for all Bidders (other than Anchor Investors)
ASBA Account Account maintained with an SCSB and specified in
the Bid cum Application
Form submitted by the Bidders (other than the Anchor Investors)
for blocking
the Bid Amount mentioned in the Bid cum Application Form
Banker(s) to the Offer
/Anchor Escrow Collection
Bank(s)
Banks which are clearing members and registered with SEBI as
bankers to an
offer and with whom the Anchor Escrow Account(s), Refund Account
and/or
Public Offer Account will be opened, in this case being [●]
Basis of Allotment Basis on which the Equity Shares will be
Allotted to successful Bidders in the
Offer as described in “Offer Procedure – Basis of Allotment” on
page 289
Bid(s) An indication to make an offer by a Bidder (other than
Anchor Investor) during the Bid/ Offer Period or by an Anchor
Investor during the Anchor Investor
Bid/ Offer Period pursuant to submission of the Bid cum
Application Form to
subscribe to the Equity Shares of our Company at a price within
the Price
Band, including all revisions and modifications thereto as
permitted under the
SEBI ICDR Regulations. Term “Bidding” shall be construed
accordingly
Bid Amount The highest value of the optional Bids indicated in
the Bid cum Application
Form blocked in the ASBA Account or Amount deposited by
Anchor
Investor(s) in Anchor Investor Escrow Account on submission of a
Bid in the
Offer.
Bid cum Application Form The form used by a Bidder to make a Bid
and which will be considered as an
application for Allotment in terms of the Red Herring Prospectus
and the
Prospectus
Bid/ Offer Closing Date Except in relation to Bids received from
Anchor Investors, the date after which
the Syndicate, the Designated Branches, the Registered Brokers,
Collecting
DPs and Collecting RTAs will not accept any Bids for the Offer,
which shall
be published in one English national newspaper, one Hindi
national newspaper
and one Telugu newspaper, each with wide circulation.
Our Company and the Selling Shareholders, in consultation with
the BRLMs,
may consider closing the Bid/ Offer Period for QIBs one Working
Day prior
to the Bid/ Offer Closing Date in accordance with the SEBI ICDR
Regulations
Bid/ Offer Opening Date Except in relation to Bids received from
the Anchor Investors, the date on
which the Syndicate, the Designated Branches, the Registered
Brokers,
Collecting DPs and Collecting RTAs will not accept any Bids for
the Offer,
which shall be notified in one English national newspaper, one
Hindi national
newspaper and one Telugu newspaper, each with wide
circulation
Bid/ Offer Period Except in relation to Anchor Investors, the
period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both
days, during
which prospective Bidders can submit their Bids, including any
revisions
thereof.
Our Company and the Selling Shareholders, in consultation with
the BRLMs,
may consider closing the Bidding by QIB Bidders one Working Day
prior to
the Bid/ Offer Closing Date, which shall be notified in an
advertisement in
same newspapers in which the Bid/ Offer Opening advertisement
was
published and in such a case the Bid/ Offer Period for the QIBs
shall be
determined accordingly
Bid Lot [●] Equity Shares
Bidder(s) Any prospective investor who makes a Bid pursuant to
the terms of the Red
Herring Prospectus and the Bid cum Application Form, including
an Anchor
Investor
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6
Term Description
Book Building Process The book building process, as provided in
Schedule XI of the SEBI ICDR
Regulations, in terms of which this Offer is being made
BRLMs /Book Running Lead
Managers
The book running lead managers to the Offer, being ICICI
Securities, IDFC
Bank and KISL
Broker Centres Broker centres notified by the Stock Exchanges
where Bidders can submit the
Bid cum Application Forms to a Registered Broker. The details of
such Broker
Centres, along with the names and contact details of the
Registered Broker are
available on the respective website of the Stock Exchanges
CAN / Confirmation of
Allocation Note
Notice or intimation of allocation of the Equity Shares sent to
Anchor
Investors, who have been allocated the Equity Shares, after the
Anchor
Investor Bid/ Offer Period
Cap Price The higher end of the Price Band, subject to any
revision thereto, above which
the Offer Price will not be finalised and above which no Bids
will be accepted
Collecting Depository
Participant or Collecting DP
A depository participant as defined under the Depositories Act,
1996,
registered with SEBI and who is eligible to procure Bids at the
Designated
CDP Locations in terms of circular No.
GR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI and have furnished their
details to
the stock exchanges for acting in such capacity.
A list of Collecting DPs are available on the websites of the
Stock Exchanges
at www.bseindia.com and www.nseindia.com
Collecting RTAs Entities registered with SEBI as “Registrar to
an Offer and share transfer
agent” which are eligible to procure Bids in terms of circular
No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
and have furnished their details to the stock exchanges for
acting in such
capacity
A list of Collecting RTAs are available on the websites of the
Stock Exchanges
at www.bseindia.com and www.nseindia.com
Companies Act, 1956 The 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) along with the relevant rules made thereunder
Companies Act/ Companies
Act, 2013
The Companies Act, 2013, to the extent in force pursuant to the
notification of
sections of the Companies Act, 2013, along with the relevant
rules made
thereunder
Compliance Officer The company secretary who has been appointed
as compliance officer of our
Company
Controlling Branches Such branches of SCSBs which coordinate
Bids under the Offer with the
BRLMs, the Registrar and the Stock Exchanges, a list of which is
available on
the website of SEBI at http://www.sebi.gov.in
Cut-off Price The Offer Price, finalised by our Company and the
Selling Shareholders in
consultation with BRLMs. Only Eligible Employees Bidding in the
Employee
Reservation Portion and Retail Individual Bidders are entitled
to Bid at the
Cut-off Price. QIBs (including Anchor Investors) and
Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders, including address,
name of the Bidder’s father/husband,
investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which shall
collect Bid cum Application Forms,
a list of which is available on the website of SEBI at
http://www.sebi.gov.in
Designated CDP Locations Such centres of the Collecting DPs
where Bidders (other than Anchor
Investors) can submit Bid cum Application Forms.
The details of Designated CDP Locations, along with names and
contact
details of the Collecting DPs eligible to accept Bid cum
Application Forms are
available on the respective websites of the Stock Exchanges
at
www.bseindia.com and www.nseindia.com and as updated from time
to time
Designated Date The date on which the (i) Anchor Escrow
Collection Banks transfer funds from
the Anchor Escrow Accounts to the Public Offer Account or the
Refund
http://www.nseindia.com/http://www.nseindia.com/
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7
Term Description
Account, as the case may be and (ii) instructions are issued to
the SCSBs for
transfer of funds from the ASBA Accounts, to the Public Offer
Account or
unblock such amount, in terms of the Red Herring Prospectus
Designated RTA Locations Such centres of the Collecting RTAs
where Bidders can submit the Bid cum
Application Forms.
The details of such Designated RTA Locations, along with names
and contact
details of the Collecting RTAs eligible to accept Bid cum
Application Forms
are available on the respective websites of the Stock Exchanges
at
www.bseindia.com and www.nseindia.com and as updated from time
to time
Designated Stock Exchange [●]
Draft Red Herring Prospectus
or DRHP
This draft red herring prospectus dated March 28, 2016 filed
with SEBI in
accordance with the SEBI ICDR Regulations, which does not
contain
complete particulars of the price at which the Equity Shares
will be Allotted
and the Offer Size, including any addendum or corrigendum
thereto
Eligible Employees All or any of the following:
(a) permanent and full time employee of our Company or its
Subsidiaries,
(excluding such employees who are not eligible to invest in the
Offer under
applicable laws, rules, regulations and guidelines and the
Promoters and their
immediate relatives) as of the date of filing of the Red Herring
Prospectus with
the RoC and who continues to be an employee of our Company or
a
Subsidiary, as the case may be, until the submission of the Bid
cum
Application Form and is based and working in India as on the
date of
submission of the Bid cum Application Form; and
(b) a Director of our Company, whether a whole time Director or
otherwise,
(excluding such Directors not eligible to invest in the Offer
under applicable
laws, rules, regulations and guidelines and the Promoters and
their immediate
relatives) as of the date of filing the Red Herring Prospectus
with the RoC and
who continues to be a Director of our Company until the
submission of the
Bid cum Application Form and is based in India as on the date of
submission
of the Bid cum Application Form.
An employee of our Company or of Subsidiaries, who is recruited
against a
regular vacancy but is on probation as on the date of submission
of the Bid
cum Application Form will also be deemed a ‘permanent and a full
time
employee’
The maximum Bid Amount under the Employee Reservation Portion by
an
Eligible Employee shall not exceed ₹ 200,000.
Eligible FPI(s) FPIs from such jurisdictions outside India where
it is not unlawful to make an
offer / invitation under the Offer and in relation to whom the
Red Herring
Prospectus constitutes an invitation to purchase the Equity
Shares offered
thereby
Eligible NRI(s) NRI(s) from jurisdictions outside India where it
is not unlawful to make an
offer or invitation under the Offer and in relation to whom the
Bid cum
Application Form and the Red Herring Prospectus constitutes an
invitation to
subscribe to the Equity Shares
Employee Reservation
Portion
Portion of the Offer being up to 400,000 Equity Shares
aggregating up to ₹ [●] million available for allocation to
Eligible Employees, on a proportionate
basis
Engagement Letter The engagement letter dated March 23, 2016
between our Company, the
Selling Shareholders and the BRLMs
Escrow Agent Escrow agent appointed pursuant to the Share Escrow
Agreement, being [●]
Escrow Agreement Agreement to be entered into amongst our
Company, the Selling Shareholders,
the Registrar to the Offer, the BRLMs, the Syndicate Members,
the Anchor
Escrow Collection Bank(s), Public Offer Account Bank and the
Refund
Bank(s) for collection of the Bid Amounts and where applicable,
refunds of
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8
Term Description
the amounts collected to the Bidders
Fresh Issue Fresh issue of up to [●] Equity Shares by our
Company aggregating up to ₹ 800 million in the Offer
First Bidder The Bidder whose name appears first in the Bid cum
Application Form or
Revision Form
Floor Price The lower end of the Price Band, subject to any
revision thereto, at or above
which the Offer Price will be finalised and below which no Bids
will be
accepted
ICICI Securities ICICI Securities Limited
IDFC Bank IDFC Bank Limited
KISL Karvy Investor Services Limited
Listing Regulations Securities and Exchange Board of India
(Listing Obligations and
Disclosure Requirements) Regulations, 2015
Mutual Funds Mutual funds registered with SEBI under the
Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor
Investor Portion), or [●] Equity
Shares which shall be available for allocation to Mutual Funds
only
Net Offer Offer less the Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Company’s
share of Offer expenses. For
further information about the Offer expenses, see “Objects of
the Offer” on
page 90
Net QIB Portion The portion of the QIB Portion, less the number
of the Equity Shares Allotted
to the Anchor Investors.
Non-Institutional Bidders /
Non Institutional Investors
All Bidders that are not QIBs or Retail Individual Bidders or
Eligible
Employees Bidding in the Employee Reservation Portion and who
have Bid
for Equity Shares for an amount more than ₹ 200,000 (but not
including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not
more than 15% of the Net Offer, or [●]
Equity Shares which shall be available for allocation on a
proportionate basis
to Non-Institutional Bidders, subject to valid Bids being
received at or above
the Offer Price
Offer Public offer of up to [●] Equity Shares for cash at a
price of ₹ [●] each, aggregating up to ₹ [●] million including
Fresh Issue and Offer for Sale, pursuant to the terms of the Red
Herring Prospectus
The Offer comprises of Net Offer to the public aggregating up to
₹ [●] million and the Employee Reservation Portion
Offer Agreement The agreement dated March 28, 2016 amongst our
Company, the Selling
Shareholders and the BRLMs, pursuant to which certain
arrangements are
agreed to in relation to the Offer
Offer for Sale An offer for sale of up to 6,445,224 Equity
Shares by the Selling Shareholders,
in the Offer consisting of:
(i) Offer for sale of up to 5,156,180 Equity Shares by IDFC PE;
(ii) Offer for sale of up to 322,261 Equity Shares by Parvataneni
Sudha
Mohan;
(iii) Offer for sale of up to 214,841 Equity Shares by
Parvataneni Prasanthi;
(iv) Offer for sale of up to 107,420 Equity Shares by
Parvathaneni Vishwa Ratan;
(v) Offer for sale of up to 107,420 Equity Shares by Parvataneni
Vivek Anand;
(vi) Offer for sale of up to 214,841 Equity Shares by
Parvathaneni Divya; and
(vii) Offer for sale of up to 322,261 Equity Shares by
Ratakondla Ramesh.
Offer Price The final price at which the Equity Shares will be
Allotted in terms of the Red
Herring Prospectus. The Offer Price will be decided by our
Company and the
Selling Shareholders in consultation with BRLMs on the Pricing
Date. Unless
otherwise stated or the context otherwise implies, the term
Offer Price refers
to the Offer Price applicable to investors other than Anchor
Investors.
-
9
Term Description
Offer Proceeds The proceeds of the Offer available to our
Company and the Selling
Shareholders. For further information about use of Offer
Proceeds, see
“Objects of the Offer” on page 90
Other Selling Shareholders Selling Shareholders, other than
Parvataneni Vivek Anand and IDFC PE
Price Band Price Band of a minimum price of ₹ [●] per Equity
Share (Floor Price) and the maximum price of ₹ [●] per Equity Share
(Cap Price), including any revisions thereof. The Price Band and
the minimum Bid Lot size for the Offer
will be decided by our Company and the Selling Shareholders, in
consultation
with the BRLMs and advertised, at least five Working Days prior
to the Bid/
Offer Opening Date, in the all editions of the English national
daily newspaper
[●], all editions of the Hindi national daily newspaper [●],
each with wide
circulation, and Hyderabad edition of the Telegu newspaper [●]
(Telegu being
the regional language of Telangana, the state where our
Registered Office is
located), a regional newspaper with wide circulation at the
place where the
Registered Office is located and which shall be made available
to the Stock
Exchanges for the purpose of uploading on their respective
websites
Pricing Date The date on which our Company and the Selling
Shareholders, in consultation
with the BRLMs, will finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC in accordance
with Section 26 of the
Companies Act, 2013 containing, inter alia, the Offer Price that
is determined
at the end of the Book Building Process, the size of the Offer
and certain other
information, including any addenda or corrigenda thereto
Public Offer Account Account opened with the Bankers to the
Offer to receive monies from the
Anchor Escrow Account and to which funds shall be transferred by
the SCSBs
from the ASBA Accounts, on or after the Designated Date
QIB Category / QIB Portion The portion of the Offer (including
the Anchor Investor Portion) being not less
than 75% of the Net Offer consisting of [●] Equity Shares which
shall be
available for allocation to QIBs (including Anchor Investors) on
a
proportionate basis
Qualified Institutional Buyers
or QIBs
Qualified institutional buyers as defined under Regulation
2(1)(zd) of the
SEBI ICDR Regulations
Red Herring Prospectus or
RHP
The red herring prospectus to be issued by our Company in
accordance with
Section 32 of the Companies Act, 2013 and the provisions of the
SEBI ICDR
Regulations, which will not have complete particulars of the
price at which the
Equity Shares will be Allotted and which shall be filed with the
RoC at least
three days before the Bid/Offer Opening Date.
Refund Account The account opened with the Refund Bank(s), from
which refunds, if any, of
the whole or part of the Bid Amount shall be made
Refund Bank(s) [●]
Refunds through electronic
transfer of funds
Refunds through NECS, Direct Credit, RTGS or NEFT, as
applicable
Registered Brokers Stock brokers registered with the stock
exchanges having nationwide
terminals, other than the members of the Syndicate and eligible
to procure Bids
in terms of circular No. CIR/CFD/14/2012 dated October 4, 2012,
issued by
SEBI
Registrar Agreement The agreement dated March 23, 2016,amongst
our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the
responsibilities
and obligations of the Registrar to the Offer pertaining to the
Offer
Registrar to the Offer
/Registrar
Registrar to the Offer, being Karvy Computershare Private
Limited
Retail Individual Bidder(s) /
Retail Individual Investor(s)
Individual Bidders, (other than Eligible Employees Bidding in
the Employee
Reservation Portion) who have Bid for Equity Shares for an
amount not more
than ₹ 200,000 in any of the Bidding options in the Offer
(including HUFs applying through their Karta and Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10%
of the Net Offer, or [●]
Equity Shares which shall be available for allocation to Retail
Individual
Bidder(s) in accordance with SEBI ICDR Regulations subject to
valid Bids
being received at or above the Offer Price
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10
Term Description
Revision Form Form used by the Bidders to modify the quantity of
the Equity Shares or the
Bid Amount in any of their Bid cum Application Forms or any
previous
Revision Form(s). Kindly note that QIB Bidders and
Non-Institutional Bidders
for Bid Amount above ₹ 200,000 are not allowed to withdraw or
lower their Bid (in terms of number of Equity Shares or the Bid
Amount) at any stage
Self-Certified Syndicate
Bank(s) or SCSB(s)
The banks registered with SEBI, offering services in relation to
ASBA, a list
of which is available on the website of SEBI at
http://www.sebi.gov.in,
updated from time to time and at such other websites as may be
prescribed by
SEBI from time to time
Share Escrow Agreement Agreement to be entered into between the
Selling Shareholders, our Company,
the Escrow Agent and the BRLMs in connection with the transfer
of Equity
Shares under the Offer for Sale by the Selling Shareholders and
credit of such
Equity Shares to the demat account of the Allottees
Specified Locations Bidding centres where the Syndicate shall
accept Bid cum Application Forms,
a list of which is available at the website of the SEBI
(www.sebi.gov.in) and
updated from time to time
Stock Exchanges BSE and NSE
Syndicate Agreement The agreement to be entered into amongst the
BRLMs, the Syndicate
Members, the Selling Shareholders and our Company in relation to
the
collection of Bids in this Offer (excluding Bids submitted to
SCSBs at
designated branches, Registered Brokers at the Broker Centres,
Collecting
DPs at the Designated CDP Locations and Collecting RTAs at the
Designated
RTA Locations)
Syndicate Bidding Centres Syndicate and Sub Syndicate centres
established for acceptance of the Bid cum
Application Forms and Revision Forms
Syndicate Members Intermediaries registered with SEBI who are
permitted to carry out activities
as an underwriter, namely, the BRLMs
Syndicate/ members of the
Syndicate
BRLMs and Syndicate Members
TRS/Transaction Registration
Slip
The slip or document issued by the Syndicate, the SCSB, the
Collecting DP,
the Collecting RTAs or Registered Brokers (only on demand), as
the case may
be, to the Bidder as proof of registration of the Bid
Underwriters [●]
Underwriting Agreement The agreement amongst the Underwriters,
the Selling Shareholders and our
Company to be entered into on or about the Pricing Date
Working Days All trading days of stock exchanges excluding of
Sundays and bank holidays
in Mumbai in accordance with the SEBI circular No.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical/Industry Related Terms/Abbreviations
Term Description
3PL Third party logistics provider
Bulk Cargo Bulk cargo handling
CCTV Closed-circuit television
CFS Container Freight Station
CHA Custom House Agent
CSR Corporate Social Responsibility
CTO Container Train Operator
EBITDA Earnings before interest, taxes, depreciation and
amortisation, and exceptional
items
EBITDA Margin EBITDA divided by revenue from operations
(net)
ERP Enterprise resource planning
EXIM Export and Imports
FCL Full container load
FFFAI Federation of Freight Forwarders Association of India
FIATA International Federation of Freight Forwarders
Associations
http://www.sebi.gov.in/
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11
Term Description
FOB Free on board
FORCE Freight Organisation of Related Cargo Experts
Freight Forwarding Ocean and air freight forwarding
FTWZ Free Trade and Warehousing Zone
GPLN Global Projects Logistics Network
GPS Global positioning system
Gross Margin Gross Profit divided by revenue from operations
(net)
IATA International Air Transport Association
ICD Inland container depot
LAN Local area network
MMTPA Million metric tonnes per annum
MNC Multi-national company
MTPA Metric tonnes per annum
NHAI National Highway Authority of India
NVOCC Non-vessel operating common carrier
IASB International Accounting Standards Board
IRDA Insurance Regulatory and Development Authority
MAT Minimum Alternate Tax
Offshore Services Offshore logistics services
Pallet A platform or a rack for handling and storing materials
and packages in a
warehouse
PAT Profit after tax
Restated profit Margins Restated profit divided by revenue from
operations (net)
RORO Roll-on/Roll-off cargo
SEZ Special economic zone
SMBs Small and medium-sized businesses
SMEs Small and Medium-sized Entities
TEU Twenty foot equivalent unit of shipping container Throughput
TEU The number of TEUs that can pass through a port which includes
both inbound
and outbound TEUs
Turnkey Projects Turnkey and integrated logistics solutions
URL Uniform Resource Locator, a reference to a web address
VAT Value Added Taxes
VDF Vacuum dewatered flooring
Conventional and General Terms/ Abbreviations
Term Description
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered
with SEBI under the
Securities and Exchange Board of India (Alternative Investment
Funds)
Regulations, 2012
AS/Accounting Standards Accounting Standards issued by the
Institute of Chartered Accountants of
India
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I Foreign Portfolio
Investors
FPIs who are registered as “Category I foreign portfolio
investors” under the
SEBI FPI Regulations
Category II Foreign Portfolio
Investors
FPIs who are registered as “Category II foreign portfolio
investors” under the
SEBI FPI Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as “Category III foreign portfolio
investors” under the
SEBI FPI Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate identity number
Client ID Client identification number of the Bidder’s
beneficiary account
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
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12
Term Description
DIN Director identification number
DP ID Depository participant’s identification
DP/Depository Participant A depository participant as defined
under the Depositories Act
EGM Extraordinary general meeting
EPS Earnings per share
FCNR Foreign currency non-resident
FDI Foreign direct investment
FEMA
Foreign Exchange Management Act, 1999 read with rules and
regulations
thereunder
FEMA Regulations Foreign Exchange Management (Transfer or Issue
of Security by a Person
Resident Outside India) Regulations, 2000
FII(s) Foreign Institutional Investors as defined under the SEBI
FPI Regulations
FPI(s) A foreign portfolio investor as defined under the SEBI
FPI Regulations
Financial
Year/Fiscal/FY/Fiscal
Year/fiscal year
The period of 12 months ending March 31 of that particular
year
FIPB Foreign Investment Promotion Board
FVCI Foreign venture capital investors as defined and registered
with SEBI under
the Securities and Exchange Board of India (Foreign Venture
Capital
Investors) Regulations, 2000
GID General Information Document notified by SEBI on October 23,
2013
GDP Gross domestic product
GIR General index register
GST Goods and Services Tax
GoI/Government Government of India
HUF Hindu undivided family
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IAS Indian Administrative Services
Income Tax Act/ I.T. Act The Income Tax Act, 1961
Ind AS Indian Accounting Standards
Indian GAAP Generally Accepted Accounting Principles in
India
IPO Initial public offering
KGS Kilogrammes
MICR Magnetic ink character recognition
Mutual Funds A mutual fund registered with SEBI under the
Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
National Investment Fund National Investment Fund set up by
resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of the GoI, published in the Gazette of
India
NAV Net asset value
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NR / Non-Resident A person resident outside India, as defined
under the FEMA and includes an
NRI, FIIs, FPIs, QFIs and FVCIs
NRE Account Non-resident external account
NRI A person resident outside India, who is a citizen of India
or a person of Indian
origin, and shall have the meaning ascribed to such term in 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
OCB / Overseas Corporate
Body
A company, partnership, society or other corporate body owned
directly or
indirectly to the extent of at least 60% by NRIs including
overseas trusts, in
which not less than 60% of beneficial interest is irrevocably
held by NRIs
directly or indirectly and which was in existence on October 3,
2003 and
immediately before such date had taken benefits under the
general permission
granted to OCBs under FEMA
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13
Term Description
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number
PAT Profit after tax
RBI Reserve Bank of India
RoNW Return on net worth
₹ /Rs./Rupees/INR Indian Rupees
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
Securities Act U.S. Securities Act of 1933
SEBI Securities and Exchange Board of India constituted under
the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India
(Alternative Investment Funds)
Regulations, 2012
SEBI FII Regulations Securities and Exchange Board of India
(Foreign Institutional Investors)
Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India
(Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India
(Foreign Venture Capital Investor)
Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India
(Issue of Capital and Disclosure
Requirements) Regulations, 2009
SEBI Takeover Regulations Securities and Exchange Board of India
(Substantial Acquisition of Shares
and Takeovers) Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India
(Venture Capital Funds) Regulations,
1996
SICA The Sick Industrial Companies (Special Provision) Act,
1985
State Government Government of a State in India
sq. ft. Square feet
sq. mt. Square metre
UAE United Arab Emirates
UK United Kingdom
U.S. / United States / USA United States of America
U.S. GAAP Generally Accepted Accounting Principles in the United
States of America
USD / US$ United States Dollars
VCFs Venture capital funds as defined in and registered with
SEBI under the SEBI
VCF Regulations or the SEBI AIF Regulations, as the case may
be
The words and expressions used in this Draft Red Herring
Prospectus but not defined herein shall have the same
meaning as is assigned to such words and expressions under the
SEBI ICDR Regulations, the Companies Act,
1956, to the extent applicable, the Companies Act, 2013, the
SCRA, the Depositories Act and the rules and
regulations made thereunder. Notwithstanding the foregoing,
terms in “Industry Overview”, “Main Provisions of
the Articles of Association”, “Statement of Tax Benefits”,
“Financial Statements”, “Outstanding Litigation and
Material Developments” and “Part B” of “Offer Procedure”, on
pages 105, 301, 102, 195, 224 and 266
respectively shall have the meanings given to such terms in
those respective sections.
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14
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to “India” in this Draft Red Herring Prospectus
are to the Republic of India, all references to the
“U.S.”, “USA” or the “United States” are to the United States of
America and all references to “UAE” are to the
United Arab Emirates.
Unless stated otherwise, all references to page numbers in this
Draft Red Herring Prospectus are to the page
numbers of the Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise, financial data included in this Draft
Red Herring Prospectus is derived from the Restated
Consolidated Summary Statements and Restated Standalone Summary
Statements which have been prepared in
accordance with Indian GAAP and the Companies Act, 1956 and / or
Companies Act, 2013, as applicable and
restated in accordance with the SEBI ICDR Regulations. All
figures in decimals have been rounded off to the
second decimal and all percentage figures have been rounded off
to two decimal places. In this Draft Red Herring
Prospectus, any discrepancies in any table between the total and
the sums of the amounts listed are due to rounding
off.
Our Company’s financial year commences on April 1 and ends on
March 31 of the next year and accordingly all
references to a particular financial year, unless stated
otherwise, are to the 12 months period ended on March 31
of that year.
There are significant differences between Indian GAAP, U.S. GAAP
and IFRS. The reconciliation of the financial
information to IFRS or U.S. GAAP financial information has not
been provided. Our Company has not attempted
to explain those differences or quantify their impact on the
financial data included in this Draft Red Herring
Prospectus, and we urged the investors to consult their own
advisors regarding such differences and their impact
on our Company’s financial data. Accordingly, 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 practices, Indian GAAP, the
Companies Act, 1956 and/or Companies Act,
2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting practices,
Indian GAAP, the Companies Act, the SEBI ICDR Regulations on the
financial disclosures presented in this Draft
Red Herring Prospectus should accordingly be limited. Also, see
“Risk Factors – Public companies in India,
including our Company, shall be required to prepare financial
statements under Indian Accounting Standards. In
addition, all income-tax assessees in India, including our
Company, will be required to follow the Income
Computation and Disclosure Standards” on page 30.
All numbers in this Draft Red Herring Prospectus have been
presented in million or in whole numbers where the
numbers have been too small to present in million, unless stated
otherwise. One million represents 1,000,000 and
one billion represents 1,000,000,000.
Unless the context requires otherwise, any percentage amounts,
as set forth in this Draft Red Herring Prospectus,
including in “Risk Factors”, “Our Business”, “Management’s
Discussion and Analysis of Financial Condition
and Results of Operations” on pages 17, 136 and 170
respectively, have been calculated on the basis of the
Restated Consolidated Summary Statements and Restated Standalone
Summary Statements.
Currency and Units of Presentation
All references to:
“AED” or “UAE Dirham” are to United Arab Emirates Dirham, the
official currency of United Arab Emirates;
“HKD” are to Hong Kong Dollar, the official currency of Hong
Kong;
“MYR” are to Malaysian Ringgit, the official currency of
Malaysia;
“₹ ” or “Rupees” or “INR” are to Indian Rupees, the official
currency of the Republic of India;
“SGD” are to Singapore Dollars, the official currency of
Singapore; and
“US$” or “USD” are to United States Dollars, the official
currency of the United States of America.
This Draft Red Herring Prospectus contains conversions of
certain other currency amounts into Indian Rupees
that have been presented solely to comply with the SEBI ICDR
Regulations. These conversions should not be
construed as a representation that these currency amounts could
have been, or can be converted into Indian Rupees,
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15
at any particular rate or at all.
The following table sets forth, for the dates indicated,
information with respect to the exchange rate between the
Rupee and (i) the AED (in Rupees per AED), (ii) HKD (in Rupees
per HKD), (iii) MYR (in Rupees per MYR),
(iv) SGD (in Rupees per SGD) and (iv) US$ (in Rupees per
US$)
Currency As of March
31, 2011 (₹ )
As of
March 31,
2012 (₹ )
As of
March 31,
2013 (₹ )
As of
March 31,
2014 (₹ )
As of
March 31,
2015 (₹ )
As of
September 30,
2015 (₹ )
AED^ 12.33 14.11 14.79 16.27 17.02 18.00
HKD^ 5.81 6.68 7.00 7.70 8.06 8.53
MYR^ 14.95 16.90 17.43 18.31 16.84 14.79
SGD^ 35.88 41.24 43.81 47.45 45.50 46.26
US$* 44.65 51.16 54.39 60.10 62.59 65.74
^Source: Oanda.com
*Source: RBI reference rate sourced from www.rbi.org.in
In case March 31 of any of the respective years is a public
holiday, the previous working day has been considered.
Industry and Market Data
Statistical information, industry and market data used
throughout this Draft Red Herring Prospectus has been
obtained from the reports titled “Logistics services for trade –
India Outlook” (the “Report”) which is a
commissioned report prepared by Alvarez & Marsal India
Private Limited, (“A&M”).
We have not commissioned any report for purposes of the Draft
Red Herring Prospectus other than the Report.
We commissioned A&M to provide an independent assessment of
the opportunities, dynamics and competitive
landscape of the logistics industry. Except for the Report,
market and industry related data used in this Draft Red
Herring Prospectus have been obtained or derived from publicly
available documents and other industry sources
which have not been prepared or independently verified by our
Company, the Selling Shareholders, the BRLMs
or any of their respective affiliates or advisors. Industry
publications generally state that the information contained
in those publications has been obtained from sources believed to
be reliable but that their accuracy and
completeness are not guaranteed and their reliability cannot be
assured. Accordingly, no investment decision
should be made on the basis of such information. Although we
believe that industry data used in this Draft Red
Herring Prospectus are reliable, it has not been independently
verified by us, the Selling Shareholders or the
BRLMs or any of their affiliates or advisors. The data used in
these sources may have been reclassified by us for
the purposes of presentation. 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 we conduct
our business, and methodologies and assumptions may vary widely
among different industry sources. Such data
involves risks, uncertainties and numerous assumptions and is
subject to change based on various factors,
including those discussed in “Risk Factors - Third party
statistical and financial data in this Draft Red Herring
Prospectus may be incomplete or unreliable ” on page 34.
Accordingly, investment decisions should not be based
solely on such information.
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.
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FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain
“forward-looking statements”. These forward-looking
statements generally can be identified by words or phrases such
as “aim”, “anticipate”, “believe”, “contemplate”,
“expect”, “estimate”, “future”, “goal”, “intend”, “is likely to
result”, “objective”, “plan”, “project”, “will”, “will
continue”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our
strategies, objectives, plans or goals are also forward-looking
statements. All forward-looking statements are
subject to risks, uncertainties and assumptions about us that
could cause actual results to differ materially from
those contemplated by the relevant forward-looking
statement.
Further, the actual results may differ materially from those
suggested by the forward-looking statements due to
risks or uncertainties associated with our expectations with
respect to, but not limited to, regulatory changes
pertaining to the industries in India and abroad in which we
have our businesses and our ability to respond to
them, our ability to successfully implement our strategy, our
growth and expansion, technological changes, our
exposure to market risks, general economic and political
conditions in India and abroad, which have an impact on
our business activities or investments, the monetary and fiscal
policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity
prices or other rates or prices, the performance of the
financial markets in India and globally, changes in domestic
laws, regulations and taxes, changes in competition
in our industry and incidence of any natural calamities and/or
acts of violence.
Certain important factors that could cause actual results to
differ materially from our expectations include, but are
not limited to, the following:
Global economic conditions affecting trade;
Trade restrictions;
Our customers’ business performance and developments in their
markets and industries and their continuing outsourcing of
logistics operations;
Significant increases in freight, transportation and other
costs;
Our network of agents and strategic partnerships;
Competition in the logistics services and solutions sector;
Our ability to retain our customer and gain new customers;
and
Our ability to manage expansion and growth.
For further discussion on factors that could cause actual
results to differ from expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”
on pages 17, 136 and 202, respectively. By their nature, certain
market risk disclosures are only estimates and
could be materially different from what actually occurs in the
future. As a result, actual gains or losses could
materially differ from those that have been estimated.
Forward-looking statements reflect current views as of the date
of this Draft Red Herring Prospectus and are not
a guarantee of future performance. These statements are based on
the management’s beliefs and assumptions,
which in turn are based on currently available information.
Although we believe the assumptions upon which
these forward-looking statements are based are reasonable, any
of these assumptions could prove to be inaccurate,
and the forward-looking statements based on these assumptions
could be incorrect. Neither our Company, the
Directors, the Selling Shareholders, the BRLMs nor any of their
respective affiliates have any obligation to update
or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not
come to fruition. Our Company will ensure that
the investors in India are informed of material developments
until the time of the grant of listing and trading
permission by the Stock Exchanges. Each of the Selling
Shareholders will ensure that investors are informed of
material developments solely in relation to statements and
undertakings made by the Selling Shareholders in
relation to itself and in connection with the Offer for Sale and
the Equity Shares being offered by it through the
Offer for Sale in this Draft Red Herring Prospectus until the
time of the grant of listing and trading permission by
the Stock Exchanges. We cannot assure investors that the
expectation reflected in these forward-looking
statements will prove to be correct. Given these uncertainties,
investors are cautioned not to place undue reliance
on such forward-looking statements and not to regard such
statements as a guarantee of future performance.
Further, in accordance with Regulation 51A of the SEBI ICDR
Regulations, our Company may be required to
annually update the disclosures made in this Draft Red Herring
Prospectus and make such relevant disclosures
publicly available in the manner specified by SEBI.
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SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk.
You should carefully consider all the information
in this Draft Red Herring Prospectus, including the risks and
uncertainties described below, before making an
investment in our Equity Shares. If any of the following risks,
or other risks that are not currently known or are
now deemed immaterial, actually occur, our business, financial
condition, results of operations and cash flows
could suffer, the price of our Equity Shares could decline, and
you may lose all or part of your investment. The
financial and other related implications of risks concerned,
wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risk factors where
the impact is not quantifiable and hence the same
has not been disclosed in such risk factors. Investment in
equity and equity related securities involves a degree of
risk and investors should not invest any funds in this offer
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 this
offering. Before making an investment decision, investors must
rely on their own examination of the offer and us.
This Draft Red Herring Prospectus also contains forward-looking
statements that involve risks and uncertainties.
Our actual results could differ materially from those
anticipated in these forward-looking statements as a result
of various factors, including the considerations described below
and elsewhere in this Draft Red Herring
Prospectus. See “Forward-Looking Statements” on page 16.
Internal Risks
1. Our business could be significantly affected by changes in
global economic conditions.
We are engaged in business of integrated logistics services and
solutions across geographies and are thus
significantly dependent on international trade between
countries. Any adverse economic or political developments
in geographies where we operate or provide our services,
especially in our key markets of India, South East Asia
and Middle East, as a result of a global economic slowdown or
otherwise, could lead to a general decline in
domestic consumption and a slowdown in international trade,
which could have a significant impact on our
businesses. These factors could have a negative impact on the
volume and freight rates of inbound and outbound
freight from regions where we operate. If these regions continue
to experience slower growth or a decline in trade,
our business, financial condition and results of operations
could be materially and adversely affected.
Further, the operating results of our Company depend on the
import and export volumes to and from India as well
as worldwide trade volumes. The volumes of international trade
and India’s imports and exports will be affected
by changes and developments in the global economy, as well as
financial and political conditions that are beyond
our Company’s control.
2. Trade restrictions could materially and adversely affect our
business, financial condition and results of operations.
We are engaged in business of integrated logistics services and
solution to transport cargo worldwide. Our
business may be affected by trade restrictions implemented by
countries or territories in which our customers are
located or in which our customers’ products are manufactured or
sold. For example, we are subject to risks relating
to changes in trade policies, tariff regulations, embargoes,
additional import duties, ban of import/export of certain
goods or other trade restrictions which can adversely impact
trade volume between countries. Further, there are
trade restrictions imposed on sanctioned countries by other
countries and international organisations, affecting
movement of international cargo. In past, embargoes like
anti-dumping duty have been imposed by India on China
in respect of pharmaceutical products, rubber, dry cell
batteries etc. from China. Actions by governments and
other authorities and regulators that result in restrictions on
movement of cargo or otherwise could also impede
our ability to carry out our international freight forwarding
operations. In past, Indian Government has imposed
restriction on export of agri-products like rice and onion to
control inflation in the country. Such restrictions have
adversely affected volumes of trade of agri-products. In
addition, international trade and political issues, tensions
and conflicts may cause delays and interruptions to cross-border
transportation and result in limitations on our
insurance coverage. If we are unable to transport cargo to and
from countries with trade restrictions in a timely
manner or at all, our business, financial condition and results
of operations could be materially and adversely
affected.
3. Significant increases in freight, transportation and other
costs may materially and adversely affect our business, financial
condition and results of operations.
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We incur significant costs in procuring cargo space from ocean
and air carriers, as well as providing or arranging
for land transportation services. Freight and transportation
costs are significantly affected by a variety of factors,
including fuel prices, the imposition of, or increases in
various taxes including import or export taxes, vehicle
taxes and duties, the supply and demand of cargo carrying space
on transportation carriers like ocean vessels,
aircraft and road transport vehicles, and other factors, many of
which are beyond our control. We generally price
our services by reference to freight and transportation costs.
Due to prevailing competition in the sector and in
endeavour to retain our customers, our inability to pass on to
our customers any significant increases in freight
and transportation costs could therefore materially and
adversely affect our business, financial condition and
results of operations. In certain cases, where we have annual
contracts with our customers for logistics services
and solutions, we may not be able to pass on increases in
freight and transportation costs to such customers.
Further, if any significant increases in freight and
transportation costs borne by the customers could lead to
temporary down-fall in volume of business, which may affect our
business, financial condition and results of
operations.
Vessel prices, charter rates, port fees, stevedoring expenses,
fuel prices and container leasing costs represent a
major portion of the total operating costs of most container
shipping companies in the world, and an increase in
such costs may adversely affect the financial position of these
companies. Port fees and stevedoring expenses are
constantly affected by various factors. Despite the fluctuations
in these expenses, the overall trend in recent years
has been one of increasing fees and expenses. Such increases
could get passed on to us and may lead to increases
in operating costs for our Company’s operations which may
adversely affect our profitability. The cost of fuel is
subject to many economic and political factors that are beyond
our Company’s control. Certain factors such as the
rising global demand for crude oil have resulted in an upward
pressure on the price of fuel. An increase in the cost
of fuel could adversely affect our Company’s logistics business,
financial position and operating results. Further,
the container leasing rates are influenced by the production
cost and production volume of containers as well as
the market conditions of the container shipping market. As at
February 29, 2016, approximately 46.86% of the
containers used by our Company in its NVOCC vertical were leased
from third parties. Increases in container
leasing rates may adversely affect the business of our Company’s
NVOCC vertical.
4. We are dependent on our customers’ business performance and
developments in their markets and industries and their continuing
outsourcing of logistics operations
As a logistics services and solutions provider, we are primarily
engaged in providing services to customers in a
wide variety of industries to serve their logistics and supply
chain needs. We are therefore dependent on our
customers’ business performance and developments in their
markets and industries. If our customers’ business in
a geographic market served by us is on decline, such decline
will likely lead to a corresponding decrease in demand
for our integrated logistics and international freight
forwarding services. In addition, since we serve as a third-
party logistics provider for our customers, adverse changes in
their outsourcing decisions could materially and
adversely affect our business, financial condition and results
of operations. If our customers change their supply
chain strategy and decide to reduce their outsourcing of
logistics operations or if they decide to outsource their
requirements to other competitors, it will have a direct
negative impact on our integrated logistics business.
Adverse developments in our customers’ business performance and
outsourcing decisions could therefore
materially and adversely affect our business, financial
condition and results of operations.
5. We are involved in various tax proceedings and any negative
outcome may have an adverse effect on our business, financial
condition, results of operations and cash flows.
We are currently involved in various tax proceedings as
indicated below:
Our Company presently has nine ongoing service tax related
claims listed at various stages of adjudication before the Custom
Excise and Service Tax Tribunal (“CESTAT”) located in
Bengaluru,
Karnataka; and Chennai, Tamil Nadu. The total value of these
service tax claims, with penalty if levied,
amounts to a sum of ₹ 303.37 million.
Our Company is also subject to an income tax claim for the
assessment year 2014 – 2015 amounting to
a sum of ₹ 3.67 million which is presently pending for appeal,
before the Commissioner of Income Tax (Appeals), Hyderabad,
Telangana.
For further details regarding the aforementioned tax
proceedings, see “Outstanding Litigation and Material
Developments” on page 224.
In the event of any adverse outcome in any of these proceedings,
we may be required to pay the disputed amounts
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along with applicable interest and penalty and may also incur
additional tax incidence going forward. Any such
outcome may individually, or in the aggregate, have an adverse
effect on our business, financial condition, results
of operations and cash flows.
6. There are outstanding litigations against our Company. An
adverse outcome in any of these proceedings may affect our
reputation and standing and impact our future business and could
have a material adverse
effect on our business, financial condition, results of
operations and cash flows.
As on the date of this Draft Red Herring Prospectus, we are
involved in certain civil and criminal legal proceedings
which are pending at different levels of adjudication before
various courts, tribunals, forums and appellate
authorities. We cannot assure you that these legal proceedings
will be decided in our favour. Decisions in
proceedings adverse to our interests may have a significant
adverse effect on our business, financial condition,
results of operations and cash flows.
A summary of pending civil (including tax proceedings) and
criminal proceedings involving our Company and
Subsidiaries is provided below*:
Litigations against our Company
Category
Company
No. of Proceedings Amount, to the extent
quantifiable (₹ million)
Criminal proceedings 0 Nil
Civil 1 166.57
Indirect tax 9 303.37
Direct tax 1 3.67
Litigations initiated by our Company
Category
Company
No. of Proceedings Amount, to the extent
quantifiable (₹ million)
Criminal proceedings (including
cases filed under the Negotiable
Instruments Act, 1881)
1 2.90
Consumer proceedings 1 35.81
Litigations against our Promoters
Category
Promoters
No. of Proceedings Amount, to the extent
quantifiable (₹ million)
Criminal proceedings Nil Nil
Civil proceedings Nil Nil
Litigations against our Directors
Category
Directors
No. of Proceedings Amount, to the extent
Quantifiable (₹ million)
Criminal proceedings Nil Nil
Civil proceedings Nil Nil
Indirect tax 1 1.80
Direct tax 1 Nil *The details in the above tables only include
litigation proceedings as identified by our Company pursuant to
its
materiality policy on litigation.
The amounts claimed in these proceedings have been disclosed to
the extent ascertainable and include amounts
claimed jointly and severally. If any new developments arise,
such as a change in Indian law or rulings against us
by appellate courts or tribunals, we may need to make provisions
in our financial statements that could increase
our expenses and current liabilities. For further details, see
“Outstanding Litigation and Material Developments”
on page 224.
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7. Our statutory auditors have included certain observations and
emphasis of matter on certain matters in their auditor’s
reports.
Our statutory auditors for fiscal years 2015, 2014, 2013, 2012
and 2011 have provided certain observations and
emphasis of matter in their respective auditor’s re