DRAFT RED HERRING PROSPECTUS
Dated May 30, 2011 updated as on June 18, 2013
Please read Section 60B of the Companies Act, 1956
This Draft Red Herring Prospectus will be updated further upon filing with the RoC
100% Book Built Issue
ACB (INDIA) LIMITED
Our Company was incorporated as Aryan Coal Benefications Private Limited under the provisions of the Companies Act, 1956 pursuant to a certificate of incorporation dated March 14, 1997 issued by the Registrar of Companies, NCT
of Delhi and Haryana. For further details in relation to the changes to our name please refer to the section on History and Certain Corporate Matters on page 232 of this Draft Red Herring Prospectus.
Registered Office: C-102, L.G.F., New Multan Nagar, Surya Enclave, New Delhi 110 056, India.
Tel: +91 11 2529 1566; Fax: +91 11 2529 1567, Website: www.acbindia.com; Email: [email protected]
Corporate Office: 7th Floor, Corporate Tower, Ambience Mall, N.H.-8, Gurgaon, Haryana 122 002.
Tel: +91 124 271 9000, Fax: +91 124 271 9185
Contact Person: Mr. Satish Kumar Sharma (Company Secretary and Compliance Officer); Tel: +91 124 271 9024; Fax: +91 124 271 9100; Email: [email protected]
PROMOTERS OF OUR COMPANY: MR. RUDRA SEN SINDHU, MR. GANESH CHANDRA MRIG, MR. VIR SEN SINDHU AND MR. KULDEEP SINGH SOLANKI.
PUBLIC ISSUE OF [] EQUITY SHARES HAVING A FACE VALUE OF ` 10 EACH OF ACB (INDIA) LIMITED (EQUITY SHARES) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE), COMPRISING A FRESH ISSUE OF [] EQUITY SHARES BY ACB (INDIA) LIMITED (THE COMPANY OR ISSUER) AGGREGATING TO ` 4,150 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 38,806,000 EQUITY SHARES COMPRISING UP TO 30,000,000 EQUITY SHARES BY PINERIDGE INVESTMENT LTD (PINERIDGE), UP TO
3,140,000 EQUITY SHARES BY MR. GANESH CHANDRA MRIG, UP TO 1,666,000 EQUITY SHARES BY MR. KULDEEP SINGH SOLANKI AND UP TO 4,000,000 EQUITY SHARES BY MR. ASHOK MRIG (MR.
GANESH CHANDRA MRIG, MR. KULDEEP SINGH SOLANKI AND MR. ASHOK MRIG SHALL BE COLLECTIVELY REFERRED TO AS THE INDIVIDUAL SELLING SHAREHOLDERS AND THE
INDIVIDUAL SELLING SHAREHOLDERS AND PINERIDGE SHALL BE COLLECTIVELY REFERRED TO AS THE SELLING SHAREHOLDERS) AGGREGATING UP TO ` [] MILLION (THE OFFER FOR SALE, AND TOGETHER WITH THE FRESH ISSUE, THE ISSUE). FURTHER, UP TO 500,000 EQUITY SHARES OF ` 10 EACH WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED IN DEFINITIONS AND ABBREVIATIONS) AT THE ISSUE PRICE (THE EMPLOYEE RESERVATION PORTION). THE ISSUE LESS THE EMPLOYEE RESERVATION
PORTION IS HEREINAFTER REFERRED TO AS THE NET ISSUE. THE NET ISSUE SHALL CONSTITUTE [] % OF THE FULLY DILUTED POST-ISSUE CAPITAL OF OUR COMPANY. FOR DETAILS OF
THE CHANGES IN THE ISSUE SIZE (INCLUDING CHANGES IN THE FRESH ISSUE SIZE AND THE OFFER FOR SALE SIZE) FROM THE ISSUE SIZE AS DISCLOSED IN THE DRAFT RED HERRING
PROSPECTUS FILED WITH SEBI ON MAY 31, 2011, PLEASE REFER TO THE SECTION ON RISK FACTORS ON PAGE 20 OF THIS DRAFT RED HERRING PROSPECTUS.
THE PRICE BAND WILL BE DECIDED BY OUR COMPANY AND PINERIDGE, IN CONSULTATION WITH THE MANAGERS, AND ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE ISSUE
OPENING DATE IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE
ICDR REGULATIONS). THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE MANAGERS, AND ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO
THE ISSUE OPENING DATE IN ACCORDANCE WITH THE ICDR REGULATIONS.
OUR COMPANY AND PINERIDGE, IN CONSULTATION WITH THE MANAGERS, MAY DECIDE TO OFFER A DISCOUNT OF []% OF THE ISSUE PRICE, AMOUNTING TO ` [], TO RETAIL INDIVIDUAL BIDDERS AND ELIGIBLE EMPLOYEES (THE RETAIL AND EMPLOYEE DISCOUNT), AND ALONG WITH THE PRICE BAND AND MINIMUM BID LOT, SHALL BE ADVERTISED AT LEAST FIVE
WORKING DAYS PRIOR TO THE ISSUE OPENING DATE.
THIS DRAFT RED HERRING PROSPECTUS IS BEING MADE AVAILABLE ON THE WEBSITE OF SEBI, THE STOCK EXCHANGES, THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD
MANAGERS AND THE BOOK RUNNING LEAD MANAGERS, AFTER INCORPORATING ADDITIONAL INFORMATION AND UPDATES TO THE DRAFT RED HERRING PROSPECTUS DATED MAY 30, 2011
FILED BY THE COMPANY WITH SEBI, AND SHOULD NOT BE DEEMED TO CONSTITUTE THE FILING OF A "DRAFT OFFER DOCUMENT" PURSUANT TO REGULATION 6 OF THE ICDR
REGULATIONS.
THE SAFETY NET PROVIDERS (AS DEFINED IN DEFINITIONS AND ABBREVIATIONS) ARE PROVIDING A SAFETY NET ARRANGEMENT TO ELIGIBLE SHAREHOLDERS (AS DEFINED IN
DEFINITIONS AND ABBREVIATIONS) WHO ARE ALLOTTED EQUITY SHARES PURSUANT TO THE ISSUE. FOR DETAILS, PLEASE REFER TO THE SECTION ON SAFETY NET ARRANGEMENT ON
PAGE 125 OF THIS DRAFT RED HERRING PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS [] TIMES THE FACE VALUE OF THE EQUITY SHARES In case of revision in the Price Band, the Issue Period will be extended for a minimum of three additional Working Days after revision of the Price Band subject to the Issue Period not exceeding 10 Working Days. Any revision in the
Price Band and the revised Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE), by issuing a press release, and also by indicating
the change on the websites of the Managers and at the terminals of the Syndicate Members.
This Issue is being made pursuant to Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (SCRR) read with Regulation 41 of the ICDR Regulations, and through the Book Building Process, wherein 50% of
the Net Issue shall be available for allocation to Qualified Institutional Buyers ("QIB"). Provided that our Company, in consultation with the Managers, may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary
basis out of which one-third shall be reserved for domestic Mutual Funds only. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB
Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be
available for allocation, in accordance with the ICDR Regulations, to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to []% of the Issue size, constituting up to 500,000 Equity
Shares, shall be reserved for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price.
All investors, other than Anchor Investors, can participate through the Applications Supported by Blocked Amount (ASBA) process by providing the details of their respective bank accounts in which the corresponding Payment
Amount will be blocked by the Self Certified Syndicate Banks (SCSBs). However, QIBs (excluding Anchor InvestorS) and Non-Institutional Bidders are mandatorily required to submit their Bids by way of ASBA only. For details,
please refer to the section on "Issue Procedure" on page 626 of this Draft Red Herring Prospectus.
RISKS IN RELATION TO FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 each. The Floor Price is [] times of the face value and the Cap Price is [] times of the face value. The Issue Price is [] times of the face value. The Issue Price (as has been determined by our Company, in consultation with the Managers, and justified as stated in the section on "Basis for Issue
Price") should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and / or sustained trading in the Equity Shares or regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk
Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. The Equity Shares offered in the
Issue have not been recommended or approved by Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to
the section on Risk Factors beginning on page 20 of this Draft Red Herring Prospectus.
ISSUERS AND THE SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the
Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading
