antony waste handling cell limited - red herring... · 2021. 2. 1. · red herring prospectus dated...
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RED HERRING PROSPECTUS
Dated December 14, 2020
Please read section 32 of the Companies Act, 2013
Book Built Offer
ANTONY WASTE HANDLING CELL LIMITED
Our Company was originally incorporated as ‘Antony Waste Handling Cell Private Limited’, under the provisions of the Companies Act, 1956, pursuant to certificate of incorporation issued by the Registrar of Companies,
Maharashtra at Mumbai (“RoC”) on January 17, 2001. Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed by Shareholders of our Company at the Extraordinary
General Meeting held on December 12, 2018. The name of our Company was changed to its present name ‘Antony Waste Handling Cell Limited’, pursuant to a fresh certificate of incorporation issued by the RoC on
December 17, 2018. For details pertaining to the changes in our name and the address of our Registered Office, see “History and Certain Corporate Matters” beginning on page 138.
Registered Office: 1403, 14th Floor, Dev Corpora Building, Opp. Cadbury Company, Eastern Express Highway, Thane – 400 601, Maharashtra, India
Corporate Office: 1402 and 1404, 14th Floor, Dev Corpora Building, Opp. Cadbury Company, Eastern Express Highway, Thane – 400 601, Maharashtra, India
Contact Person: Harshada Rane, Company Secretary and Compliance Officer; Telephone: +91 (22) 4213 0300 / +91 (22) 4100 9295
Email: [email protected]; Website: www.antony-waste.com
Corporate Identity Number: U90001MH2001PLC130485
PROMOTERS OF OUR COMPANY: JOSE JACOB KALLARAKAL, SHIJU JACOB KALLARAKAL AND SHIJU ANTONY KALLARAKKAL
PUBLIC ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH (THE “EQUITY SHARES”) OF ANTONY WASTE HANDLING CELL LIMITED (OUR “COMPANY”) FOR CASH
AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “ISSUE PRICE”) AGGREGATING UP TO ₹ [●] MILLION (THE
“ISSUE”) CONSISTING OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 850 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP
TO 6,824,933 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION COMPRISING UP TO 1,390,330 EQUITY SHARES BY LEEDS (MAURITIUS) LIMITED AGGREGATING UP TO ₹ [●]
MILLION, UP TO 2,085,510 EQUITY SHARES BY TONBRIDGE (MAURITIUS) LIMITED AGGREGATING UP TO ₹ [●] MILLION, UP TO 1,158,667 EQUITY SHARES BY CAMBRIDGE
(MAURITIUS) LIMITED AGGREGATING UP TO ₹ [●] MILLION AND UP TO 2,190,426 EQUITY SHARES BY GUILDFORD (MAURITIUS) LIMITED AGGREGATING UP TO ₹ [●] MILLION
(THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED SHARES”) (“OFFER FOR SALE”).
THE FACE VALUE OF EQUITY SHARES IS ₹ 5 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 AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL
EXPRESS, ALL EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER JANSATTA AND MUMBAI EDITION OF THE MARATHI DAILY NEWSPAPER NAV SHAKTI (MARATHI BEING
THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING
DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND
TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.
In case of any revision to the Price Band or in case of force majeure, banking strike or similar circumstances, the Bid/Issue Period will be extended by at least three additional Working Days following such an event,
subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue 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 respective websites of the Book Running Lead Managers and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate
Banks (“SCSBs”) and other Designated Intermediaries, as applicable.
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, (the “SEBI ICDR Regulations”) and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Issue shall be allocated on a proportionate
basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, may allocate up to 60% of the
QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion’’). At least one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to
the QIB Portion. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available
for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue
shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue 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 Issue Price. All potential Bidders, other than Anchor Investors, shall only participate in the Issue through the Application Supported by Blocked Amount
(“ASBA”) process providing details of their respective bank account which will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Issue through the ASBA Process. For details, see
“Issue Procedure” beginning on page 342.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of Equity Shares is ₹ 5 each. The Floor Price, Cap Price, 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 or sustained trading in the Equity Shares or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised
to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks
involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 22.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in
the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed
herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading
in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements made by it in this Red Herring Prospectus to the extent of information
specifically pertaining to such Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any
material respect.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares
pursuant to letters dated October 29, 2020 and November 5, 2020, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be BSE. A copy of this Red Herring Prospectus and the Prospectus
shall be filed with the RoC in accordance under section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up
to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 419.
BOOK RUNNING LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE
Equirus Capital Private Limited
12th Floor, C Wing, Marathon Futurex
N.M. Joshi Marg, Lower Parel
Mumbai 400 013
Telephone: +91 (22) 4332 0600
Website: www.equirus.com
Email: [email protected]
Contact person: Ankesh Jain / Nandini Garg
Investor Grievance Email: [email protected]
SEBI Registration Number: INM000011286
IIFL Securities Limited
10th Floor, IIFL Centre, Kamala City,
Senapati Bapat Marg, Lower Parel (West),
Mumbai 400 013
Telephone: +91 (22) 4646 4600
Website: www.iiflcap.com
E-mail: [email protected]
Contact Person: Aditya Agarwal
Investor grievance e-mail: [email protected]
SEBI Registration No.: INM000010940
Link Intime India Private Limited
C-101, 1st floor, 247 Park, Lal Bhadur Shastri Marg,
Vikhroli (West),
Mumbai 400 083
Telephone: +91 (22) 4918 6200
Website: www.linkintime.co.in
E-mail: [email protected]
Contact person: Shanti Gopalkrishnan
Investor Grievance Email: [email protected]
SEBI Registration Number: INR000004058
BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON December 21, 2020*
BID/ISSUE CLOSES ON December 23, 2020
* Our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.
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TABLE OF CONTENTS
SECTION I: GENERAL .................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ...................... 13 FORWARD-LOOKING STATEMENTS .......................................................................................................................... 16 SUMMARY OF THIS RED HERRING PROSPECTUS ................................................................................................... 18
SECTION II: RISK FACTORS ...................................................................................................................................... 22
SECTION III: INTRODUCTION................................................................................................................................... 42
THE ISSUE ......................................................................................................................................................................... 42 SUMMARY OF FINANCIAL INFORMATION ............................................................................................................... 44 GENERAL INFORMATION ............................................................................................................................................. 51 CAPITAL STRUCTURE ................................................................................................................................................... 58 OBJECTS OF THE ISSUE ................................................................................................................................................. 72 BASIS FOR ISSUE PRICE ................................................................................................................................................ 81 STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................................. 83
SECTION IV: ABOUT OUR COMPANY ..................................................................................................................... 91
INDUSTRY OVERVIEW .................................................................................................................................................. 91 OUR BUSINESS .............................................................................................................................................................. 115 REGULATIONS AND POLICIES ................................................................................................................................... 135 HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................. 138 OUR SUBSIDIARIES ...................................................................................................................................................... 146 OUR MANAGEMENT .................................................................................................................................................... 153 OUR PROMOTERS AND PROMOTER GROUP ........................................................................................................... 166 OUR GROUP COMPANIES ............................................................................................................................................ 170 RELATED PARTY TRANSACTIONS ........................................................................................................................... 176 DIVIDEND POLICY ........................................................................................................................................................ 177
SECTION V: FINANCIAL INFORMATION ............................................................................................................. 179
FINANCIAL STATEMENTS .......................................................................................................................................... 179 OTHER FINANCIAL INFORMATION .......................................................................................................................... 274 CAPITALISATION STATEMENT ................................................................................................................................. 275 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................. 276 FINANCIAL INDEBTEDNESS ...................................................................................................................................... 304
SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................................... 306
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ....................................................................... 306 GOVERNMENT AND OTHER APPROVALS ............................................................................................................... 317 OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................................... 321
SECTION VII: ISSUE INFORMATION ..................................................................................................................... 334
TERMS OF THE ISSUE ................................................................................................................................................... 334 ISSUE STRUCTURE ....................................................................................................................................................... 339 ISSUE PROCEDURE ....................................................................................................................................................... 342 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURTIES ................................................................... 360
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .......................................................... 361
SECTION IX: OTHER INFORMATION .................................................................................................................... 419
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................................... 419 DECLARATION .............................................................................................................................................................. 422
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This 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, act, regulation, rules, guidelines or
policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented or re-enacted
from time to time, and any reference to a statutory provision shall include any subordinate legislation made from time to
time under that provision.
The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent applicable,
the same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the
Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, the terms used in
“Industry Overview”, “Regulations and Policies”, “Statement of Special Tax Benefits”, “Financial Statements”, “Basis
for Issue Price”, “Other Regulatory and Statutory Disclosures” “Outstanding Litigation and Material Developments”
and “Main Provisions of Articles of Association” beginning on pages 91, 135, 83, 179, 81, 321, 306 and 361 respectively,
shall have the meaning ascribed to them in the relevant section.
General Terms
Term Description
“Company”, “our Company”,
“the Company” or “the
Issuer”
Antony Waste Handling Cell Limited, a company incorporated under the Companies Act,
1956 and having its Registered Office at 1403, 14th Floor, Dev Corpora Building, Opp.
Cadbury Company, Eastern Express Highway, Thane – 400 601, Maharashtra, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company and its
Subsidiaries, on a consolidated basis
Company Related Terms
Term Description
“A Preference Shares” The cumulative convertible A preference shares of nominal value of ₹ 1,732.24 having a
coupon rate of 9% per annum
“AG Enviro” AG Enviro Infra Projects Private Limited
“ALESPL” Antony Lara Enviro Solutions Private Limited
“ALREPL” Antony Lara Renewable Energy Private Limited
“Articles” / “Articles of
Association” / “AoA”
The articles of association of our Company, as amended from time to time
“Audit Committee” The audit committee of the Board, constituted in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI Listing Regulations
“Auditor” / “Statutory
Auditors”
The statutory auditors of our Company, being Walker Chandiok & Co LLP, Chartered
Accountants
“B Preference Shares” The cumulative convertible B preference shares of nominal value of ₹ 680.54 having a
coupon rate of 14% per annum
“Board” / “Board of
Directors”
The board of directors of our Company or a duly constituted committee thereof
“C Preference Shares” The cumulative convertible C preference shares of nominal value of ₹ 1,732.24 having a
coupon rate of 9% per annum
“Cambridge Offered Shares” Up to 1,158,667 Equity Shares aggregating up to ₹ [●] million offered by Cambridge
(Mauritius) Limited in the Offer for Sale
“CFO” Chief Financial Officer
“COO” Chief Operating Officer being Tarjindar Singh
“Corporate Social
Responsibility Committee”
The corporate social responsibility committee of the Board constituted in accordance with
the applicable provisions of the Companies Act, 2013
“Corporate Office” Corporate office of our Company located at 1402 and 1404, 14th floor, Dev Corpora
Building, Opp. Cadbury Company, Eastern Express Highway, Thane – 400 601,
Maharashtra, India
“Company Secretary and
Compliance Officer”
Harshada Rane
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Term Description
“D Preference Shares” The cumulative convertible D preference shares of nominal value of ₹ 1,337.84 having a
coupon rate of 16.74% per annum
“Frost & Sullivan” Frost & Sullivan (India) Private Limited
“Frost & Sullivan Report” The report titled “India Solid Waste Management Overview” dated September 22, 2020,
issued by Frost & Sullivan, which has been commissioned by our Company
“Director(s)” Director(s) on the Board of our Company, as appointed from time to time
“E Preference Shares” The convertible E preference shares of nominal value of ₹ 211.36
“Equity Shares” The equity shares of our Company of face value of ₹ 5 each
“Executive Director” An executive Director
“F Preference Shares” The convertible F preference shares of nominal value of ₹ 11.90
“Group Companies” The companies (other than our Subsidiaries) with which there were related party
transactions for the period for which the financial information is disclosed in this Red
Herring Prospectus and also other companies as considered material by our Board
“Guildford Offered Shares” Up to 2,190,426 Equity Shares aggregating up to ₹ [●] million offered by Guildford
(Mauritius) Limited in the Offer for Sale
“IA” The amended and restated investment agreement dated December 7, 2018 between, inter
alios Tonbridge (Mauritius) Limited, Leeds (Mauritius) Limited, Cambridge (Mauritius)
Limited, Guildford (Mauritius) Limited, our Company, AG Enviro Infra Projects Private
Limited, Antony Garages Private Limited, Antony Motors Private Limited, KL EnviTech
Private Limited, Antony Infrastructure and Waste Management Services Private Limited,
Antony Revive Ewaste Private Limited, our Promoters and certain members of our
Promoter Group
“Independent Director” A non-executive, independent Director appointed as per the Companies Act, 2013 and the
SEBI Listing Regulations
“IPO Committee” The committee of our Board constituted pursuant to a Board resolution dated December
19, 2018
“Key Managerial Personnel”
/ “KMP”
Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations, which includes key managerial personnel in terms of the Companies
Act, 2013
“Leeds Offered Shares” Up to 1,390,330 Equity Shares aggregating up to ₹ [●] million offered by Leeds
(Mauritius) Limited in the Offer for Sale
“Material Subsidiaries” Antony Lara Enviro Solutions Private Limited and AG Enviro Infra Projects Private
Limited have been identified as material subsidiaries of our Company in terms of the SEBI
Listing Regulations.
“Memorandum” /
“Memorandum of
Association” / “MoA”
The memorandum of association of our Company, as amended from time to time
“Nomination and
Remuneration Committee”
The nomination and remuneration committee of the Board, constituted in accordance with
the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations
“Nominee Director” Karthikeyan Muthuswamy
“Non-Executive Director” A Director not being an Executive Director
“PCMC” Pimpri Chinchwad Municipal Corporation
“PCM WTE Project” Project for construction of waste-to-energy plant at Moshi, Pune, being undertaken by
ALREPL.
“Preference Shares” Cumulatively, the A Preference Shares, B Preference Shares, C Preference Shares and D
Preference Shares. For details, see “Capital Structure” beginning on page 58
“Promoter Group” Such persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and
Promoter Group” beginning on page 166
“Promoters” The promoters of our Company, namely, Jose Jacob Kallarakal, Shiju Jacob Kallarakal
and Shiju Antony Kallarakkal.
“Registered Office” Registered Office of our Company located at 1403, 14th floor, Dev Corpora Building, Opp.
Cadbury Company, Eastern Express Highway, Thane – 400 601, Maharashtra, India
“Registrar of Companies” /
“RoC”
Registrar of Companies, Maharashtra at Mumbai
“Restated Financial
Statements”
The restated consolidated financial statements of our Company for the Fiscals ended
March 31, 2020, 2019 and 2018 and for the six month period ended September 30, 2020
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Term Description
(which have been prepared in accordance with the Ind AS read with section 133 of the
Companies Act, 2013)
“Selling Shareholders” or
“Investors”
Leeds (Mauritius) Limited, Tonbridge (Mauritius) Limited, Cambridge (Mauritius)
Limited and Guildford (Mauritius) Limited
“Shareholders” Equity shareholders of our Company from time to time
“Stakeholders’ Relationship
Committee”
Stakeholders’ relationship committee of the Board, constituted in accordance with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations
“Subsidiary” or
“Subsidiaries”
The subsidiaries of our Company, namely, Antony Lara Enviro Solutions Private Limited,
Antony Infrastructure and Waste Management Services Private Limited, Antony Revive
Ewaste Private Limited, KL EnviTech Private Limited, AG Enviro Infra Projects Private
Limited, Antony Lara Renewable Energy Private Limited, Varanasi Waste Solutions
Private Limited and Antony Lara Renewable LLP. For details, see “Our Subsidiaries”
beginning on page 146
“Tonbridge Offered Shares” Up to 2,085,510 Equity Shares aggregating up to ₹ [●] million offered by Tonbridge
(Mauritius) Limited in the Offer for Sale
Issue Related Terms
Term Description
“Acknowledgement Slip” The slip or document issued by the Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
“Allot” / “Allotment” /
“Allotted”
Unless the context otherwise requires, allotment of the Equity Shares to successful
Bidders pursuant to the Fresh Issue and transfer of the Offered Shares pursuant to the
Offer for Sale to the successful Bidders
“Allotment Advice” A note or advice or intimation of Allotment sent to the Bidders who have been or are to
be Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
“Allottee” A successful Bidder to whom the Equity Shares are Allotted
“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 Allocation
Price”
The price at which Equity Shares will be allocated to Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus which will be decided by our Company and
the Selling Shareholders in consultation with the Book Running Lead Managers
“Anchor Investor Application
Form”
The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of this Red Herring
Prospectus and Prospectus
“Anchor Investor Bid / Issue
Period”
One Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to Anchor Investors shall be completed
“Anchor Investor Escrow
Account”
The account to be opened with the Escrow Collection Bank and in whose favour the
Anchor Investors will transfer money through NACH / NECS / direct credit / NEFT /
RTGS in respect of the Bid Amount when submitting a Bid
“Anchor Investor Issue Price” The final price at which the Equity Shares will be Allotted to Anchor Investors in terms
of this Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Issue Price but not higher than the Cap Price.
The Anchor Investor Issue Price will be decided by our Company and the Selling
Shareholders in consultation with the Book Running Lead Managers.
“Anchor Investor Portion” Up to 60% of the QIB Portion which may be allocated by our Company and the Selling
Shareholders in consultation with the Book Running Lead Managers, 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 domestic Mutual Funds at or above the Anchor
Investor Allocation Price
“Application Supported by
Blocked Amount or ASBA”
An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
authorize an SCSB to block the Bid Amount in the ASBA Account or to block the Bid
Amount using the UPI Mechanism
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Term Description
“ASBA Account” A bank account maintained with an SCSB which may be blocked by such SCSB or the
account of the RIBs blocked upon acceptance of UPI Mandate Request by the RIBs using
the UPI mechanism, in each case to the extent of the Bid Amount of the ASBA Bidder
“ASBA Bid” A Bid made by an ASBA Bidder
“ASBA Bidder” All Bidders except Anchor Investors
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of this Red Herring Prospectus
and the Prospectus
“Bankers to the Issue” Collectively, the Escrow Collection Bank, Public Issue Bank, Refund Bank and Sponsor
Bank
“Basis of Allotment” The basis on which Equity Shares will be Allotted to successful Bidders under the Issue
and which is described in “Issue Procedure” beginning on page 342
“Bid” An indication to make an offer during the Bid/Issue Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bid/Issue Period by an
Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares at a price within the Price Band, including all
revisions and modifications thereto as permitted under the SEBI ICDR Regulations and
in terms of this Red Herring Prospectus and the Bid cum Application Form.
The term “Bidding” shall be construed accordingly
“Bid Amount” The highest value of optional Bids indicated in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the Bidder, as the case may be, upon
submission of the Bid, less Retail Discount, as applicable.
“Bid cum Application Form” Anchor Investor Application Form or the ASBA Form, as the context requires
“Bid Lot” [●] Equity Shares
“Bid / Issue Closing Date” Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids being December 23, 2020.
In case of any revision, the extended Bid/ Issue Closing Date shall also be notified on the
websites of the BRLMs and at the terminals of the Syndicate Members and communicated
to the Designated Intermediaries and the Sponsor Bank, which shall also be notified in an
advertisement in the same newspapers in which the Bid/Issue Opening Date was
published, as required under the SEBI ICDR Regulations.
“Bid / Issue Opening Date” Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids being December 21, 2020.
“Bid / Issue Period” Except in relation to Anchor Investors, the period between the Bid / Issue Opening Date
and the Bid / Issue Closing Date, inclusive of both days, during which prospective Bidders
can submit their Bids, including any revisions thereof
“Bidder” Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
“Bidding Centers” Centers at which Designated Intermediaries shall accept the ASBA Forms, i.e. Designated
Branches for SCSBs, Specified Locations for Syndicate, Broker Centers for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
“Book Building Process” Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Issue is being made
“Book Running Lead
Managers” / “BRLMs”
Book Running Lead Managers to the Issue, being Equirus Capital Private Limited and
IIFL Securities Limited
“Broker Center” The centres notified by the Stock Exchanges where Bidders can submit the ASBA 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 websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
“CAN” / “Confirmation of
Allocation Note”
The 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 / Issue Period
“Cap Price” The higher end of the Price Band, above which the Issue Price and the Anchor Investor
Issue Price will not be finalised and above which no Bids will be accepted
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Term Description
“Cash Escrow and Sponsor
Bank Agreement”
The agreement to be entered into amongst our Company, the Selling Shareholders, the
Book Running Lead Managers, Registrar to the Issue and the Banker to the Issue for
collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue
Account and where applicable, refunds of the amounts collected from Bidders, on the
terms and conditions thereof
“Client ID” Client identification number maintained with one of the Depositories in relation to demat
account
“Collecting Depository
Participant” or “CDP”
A depository participant registered with SEBI and who is eligible to procure Bids at the
Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI as per the list available on the websites of BSE
and NSE
“Cut-off Price” The Issue Price, finalised by our Company and the Selling Shareholders in consultation
with the Book Running Lead Managers, which shall be any price within the Price Band.
Only Retail Individual Bidders Bidding in the Retail Portion are entitled to Bid at the Cut-
off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price
“Demographic Details” Details of the Bidders including the Bidders’ address, name of the Bidders’
father/husband, investor status, occupation and bank account details and UPI ID, where
applicable
“Designated Branches” Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such
other website as may be prescribed by SEBI from time to time
“Designated CDP Locations” Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
“Designated Date” The date on which funds are transferred from the Anchor Investor Escrow Account and
instructions are given to the SCSBs to unblock the ASBA Accounts and transfer the
amounts blocked by the SCSBs, from the ASBA Accounts, as the case may be, to the
Public Issue Account or the Refund Account, as appropriate, in terms of this Red Herring
Prospectus and the aforesaid transfer and instructions shall be issued only after
finalisation of Basis of Allotment in consultation with the Designated Stock Exchange
“Designated
Intermediary(ies)”
Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are
authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Issue
“Designated RTA Locations” Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The
details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
“Designated Stock
Exchange”
BSE Limited
“Draft Red Herring
Prospectus” or “DRHP”
The draft red herring prospectus dated September 29, 2020, issued in accordance with the
SEBI ICDR Regulations, which did not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Issue.
“Eligible NRI(s)” NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the ASBA Form and this Red Herring
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares
“Equirus” Equirus Capital Private Limited
“Escrow Collection Banks” The bank which is a clearing member and registered with SEBI as a banker to an issue
and with whom the Anchor Investor Escrow Account will be opened, in this case being
ICICI Bank Limited and The Federal Bank Limited.
“ESOP” Employees Stock Option Plan
“First Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of join Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names
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Term Description
“Floor Price” The lower end of the Price Band, subject to any revision thereto, at or above which the
Issue Price and the Anchor Investor Issue Price will be finalised and below which no Bids
will be accepted
“Fresh Issue” The fresh issue of up to [●] Equity Shares aggregating up to ₹ 850 million by our
Company
“General Information
Document” or “GID”
The General Information Document for investing in public offers, prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 issued by SEBI, suitably modified and updated pursuant to, among others, the
circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 issued by SEBI.
“Gross Proceeds” The Issue Proceeds, less the amount to be raised with respect to the Offer for Sale
“IIFL” IIFL Securities Limited
“Issue” The initial public offer of up to [●] Equity Shares of face value of ₹ 5 each for cash at a
price of ₹ [●] each (including a securities premium of ₹ [●] per Equity Share), aggregating
up to ₹ [●] million, consisting of a Fresh Issue and an Offer for Sale.
“Issue Agreement” The agreement dated September 29, 2020, entered amongst our Company, the Selling
Shareholders and the Book Running Lead Managers, pursuant to which certain
arrangements are agreed to in relation to the Issue
“Issue Price” The final price at which Equity Shares will be Allotted to Bidders other than Anchor
Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Issue
Price in terms of this Red Herring Prospectus. The Issue Price will be decided by our
Company and the Selling Shareholders in consultation with the Book Running Lead
Managers on the Pricing Date.
“Issue Proceeds” The proceeds of the Issue that will be available to our Company and the Selling
Shareholders, upon receipt of listing and trading permission from the Stock Exchanges
“Maximum RIB Allottees” Maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIBs by the
minimum Bid Lot, subject to valid Bids being received at or above the Issue Price
“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, subject to valid Bids being
received at or above the Issue Price
“Mutual Funds” Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
“Net Proceeds” The Gross Proceeds less our Company’s share of the Issue expenses. For further details
regarding the use of the Net Proceeds and the Issue expenses, see “Objects of the Issue”
beginning on page 72
“Non-Institutional Bidders”
or “NIBs”
All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount of more than ₹200,000 (but not including NRIs other than Eligible
NRIs)
“Non-Institutional Portion” The Portion of the Issue being not less than 15% of the Issue consisting of [●] 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 Issue Price
“Non-Resident” or “NR” A person resident outside India, as defined under FEMA and includes a non-resident
Indian, FVCIs and FPIs
“Offer for Sale” An offer for sale of up to 6,824,933 Equity Shares aggregating up to ₹ [●] million
comprising of up to 1,390,330 Equity Shares by Leeds (Mauritius) Limited aggregating
up to ₹ [●] million, up to 2,085,510 Equity Shares by Tonbridge (Mauritius) Limited
aggregating up to ₹ [●] million, up to 1,158,667 Equity Shares by Cambridge (Mauritius)
Limited aggregating up to ₹ [●] million and up to 2,190,426 Equity Shares by Guildford
(Mauritius) Limited aggregating up to ₹ [●] million
“Offered Shares” Up to 6,824,933 Equity Shares aggregating up to ₹ [●] million offered by the Selling
Shareholders in the Offer for Sale
“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 Issue will be decided by our
Company and the Selling Shareholders in consultation with the Book Running Lead
Managers, and will be advertised, at least two Working Days prior to the Bid/Issue
Opening Date, in all editions of the English national daily newspaper Financial Express ,
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Term Description
all editions of the Hindi national daily newspaper Jansatta, and Mumbai edition of the
Marathi daily newspaper Nav Shakti (Marathi being the regional language of
Maharashtra, where our Registered Office is located), each with wide circulation along
with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and
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
Book Running Lead Managers, will finalise the Issue Price
“Prospectus” The prospectus to be filed with the RoC after the Pricing Date in accordance with section
26 of the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia,
the Issue Price that is determined at the end of the Book Building Process, the size of the
Issue and certain other information, including any addenda or corrigenda thereto
“Public Issue Account” A bank account to be opened under section 40(3) of the Companies Act, 2013 to receive
monies from the Anchor Investor Escrow Account and ASBA Accounts on the
Designated Date
“Public Issue Bank” A bank which is a clearing member and registered with SEBI as a banker to an issue and
with whom the Public Issue Account will be opened, in this case being ICICI Bank
Limited and The Federal Bank Limited.
“QIB Portion” The portion of the Issue (including the Anchor Investor Portion) being not more than 50%
of the Issue or [●] Equity Shares, which shall be available for allocation to QIBs,
including the Anchor Investors, subject to valid Bids being received at or above the Issue
Price
“Qualified Institutional
Buyers” or “QIBs” or “QIB
Bidders”
A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations
“Red Herring Prospectus” or
“RHP”
This red herring prospectus dated December 14, 2020 issued in accordance with section
32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which
does not have complete particulars of the price at which the Equity Shares will be offered
and the size of the Issue including any addends or corrigenda thereto. This Red Herring
Prospectus will be filed with the RoC at least three days before the Bid/Issue Opening
Date and will become the Prospectus upon filing with the RoC after the Pricing Date.
“Refund Account” The account to be opened with the Refund Bank, from which refunds, if any, of the whole
or part of the Bid Amount to the Bidders shall be made
“Refund Bank” The bank which is a clearing member and registered with SEBI as a banker to an issue
and with whom the Refund Account will be opened, in this case being ICICI Bank
Limited and The Federal Bank Limited
“Registered Brokers” Stock brokers registered with the stock exchanges having nationwide terminals, other than
the Book Running Lead Managers and the Syndicate Members 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 September 29, 2020, entered amongst our Company, the Selling
Shareholders and the Registrar to the Issue, in relation to the responsibilities and
obligations of the Registrar to the Issue pertaining to the Issue
“Registrar and Share Transfer
Agents” or “RTAs”
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI as per the list available on the websites of BSE
and NSE
“Registrar to the Issue” /
“Registrar”
Link Intime India Private Limited
“Retail Individual Bidder(s)”
/ “RIB(s)”
Individual Bidders, who have Bid for the Equity Shares for an amount not more than
₹200,000 in any of the bidding options in the Issue (including HUFs applying through
their Karta and Eligible NRIs)
“Retail Portion” The portion of the Issue being not less than 35% of the Issue consisting of [●] Equity
Shares which shall be available for allocation to Retail Individual Bidders (subject to valid
Bids being received at or above the Issue Price), which shall not be less than the minimum
Bid Lot subject to availability in the Retail Portion, and the remaining Equity Shares to
be Allotted on a proportionate basis
“Revision Form” The form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their ASBA Form(s) or any previous Revision Form(s). QIB Bidders
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Term Description
and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms
of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
Bidding in the Retail Portion can withdraw or revise their Bids until Bid/Issue Closing
Date
“Self-Certified Syndicate
Bank(s)” or “SCSB(s)”
Banks registered with SEBI, offering services in relation to ASBA, a list of which is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated
from time to time
“Share Escrow Agent” Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, Link
Intime India Private Limited
“Share Escrow Agreement” The agreement dated December 14, 2020, entered into amongst our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the Offered
Shares by the Selling Shareholders and credit of such Equity Shares to the demat account
of the Allottees
“Specified Locations” Bidding Centers where the Syndicate shall accept ASBA Forms from Bidders
“Sponsor Bank” The Banker to the Issue registered with SEBI which is appointed by the Company to act
as a conduit between the Stock Exchanges and the National Payments Corporation of
India in order to push the UPI Mandate Request by RIBs in accordance with the UPI
Mechanism in terms of the UPI Circulars, in this case being ICICI Bank Limited
“Syndicate” or “Members of
the Syndicate”
Book Running Lead Managers and the Syndicate Members
“Syndicate Agreement” The agreement dated December 14, 2020, entered into amongst our Company, the Selling
Shareholders, the Book Running Lead Managers, the Syndicate Members and the
Registrar to the Issue, in relation to collection of Bids by the Members of the Syndicate
“Syndicate Members” Intermediaries registered with SEBI who are permitted to carry out activities as an
underwriter, namely, Equirus Securities Private Limited.
“Systemically Important
Non-Banking Financial
Company”
Systemically important non-banking financial company as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations
“Underwriters” [●]
“Underwriting Agreement” The agreement dated [●] to be entered into amongst our Company, the Selling
Shareholders and the Underwriters on or after the Pricing Date
“UPI Circulars” The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 and any subsequent circulars
or notifications issued by SEBI in this regard
“UPI ID” ID created on Unified Payment Interface (“UPI”) for single-window mobile payment
system developed by the NPCI
“UPI Mandate Request” A request (intimating the RIB by way of a notification on the UPI application and by way
of a SMS directing the RIB to such UPI application) to the RIB initiated by the Sponsor
Bank to authorise blocking of funds in the relevant ASBA Account through the UPI
application equivalent to Bid Amount and subsequent debit of funds in case of Allotment
“UPI Mechanism” The mechanism that may be used by an RIB to make a Bid in the Offer in accordance
with the UPI Circulars “Working Day” The days on which commercial banks in Mumbai are open for business; provided
however, with reference to (i) announcement of Price Band; and (ii) Bid / Issue Period,
“Working Day” shall mean all days, excluding all Sundays, Saturdays and public
holidays, on which commercial banks in Mumbai are open for business; (iii) the time
period between the Bid / Issue Closing Date and the listing of the Equity Shares on the
Stock Exchanges, “Working Day” shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays, as per the circulars issued by SEBI
Technical/Industry Related Terms/Abbreviations
Term Description
“AMRUT” Atal Mission for Rejuvenation and Urban Transformation
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Term Description
“AQC” Autonomous quality control
“BMW” Bio-medical waste
“BOO” Build, own and operate
“BOOT” Build, own, operate and transfer
“BOT” Build, operate and transfer
“C&T” Collection and transportation
“CBO” Community based organization
“CCTV” Closed circuit television
“CER” Carbon emission reduction
“CPCB” Central pollution control board
“DBFOT” Design, build, finance, operate and transfer
“DBOO” Design, build, own and operate
“DBOOT” Design, built, own, operate and transfer
“EV” Electric Vehicles
“GDP” Gross domestic product
“GHG” Greenhouse gas
“GPS” Global positioning system
“HTC” Hydrothermal carbonization
“IEC” Information, education and communication
“IHW” Industrial hazardous waste
“IT” Information Technology
“KM” Kilometer
“MC” Management contracts
“MERC” Maharashtra Electricity Regulatory Commission
“MMC” Mangaluru municipal corporation
“MoHUA” Ministry of Housing and Urban Affairs
“MSW” Municipal solid waste
“MSWM” Municipal solid waste management
“MW” Megawatt
“NGO” Non-Governmental organization
“NOIDA” New Okhla Industrial Development Authority
“OECD” Organization for Economic Cooperation and Development
“PMAY” Pradhan Mantri Awas Yojana
“R&D” Research and Development
“RDF” Refuse-derived fuel
“RFID” Radio-frequency identification
“RFP” Request for proposal
“SBM” Swachh Bharat Mission
“SHG” Self-help group
“SME” Small and medium enterprise
“SWM” Solid waste management
“TPA” Tons / annum
“TPD” Ton / day
“UMC” Ulhasnagar municipal corporation
“VOC” Volatile organic compounds
“VTMS” Vehicle tracking and monitoring system
“WTE” Waste/gas-to-energy
Conventional and General Terms or Abbreviations
Term Description
“₹” / “Rs.” / “Rupees” /
“INR”
Indian Rupees
“AGM” Annual General Meeting
“AIF” Alternative Investment Fund as defined in and registered with SEBI under the Securities
and Exchange Board of India (Alternative Investments Funds) Regulations, 2012
“BSE” BSE Limited
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Term Description
“Category I AIF” AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI
AIF Regulations
“Category II AIF” AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
AIF Regulations
“Category II Foreign
Portfolio Investors”
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations
“CDSL” Central Depository Services (India) Limited
“CIN” Corporate Identity Number
“Companies Act” or
“Companies Act, 2013”
The Companies Act, 2013 along with the relevant rules, regulations, clarifications and
modifications made thereunder
“Companies Act, 1956” The erstwhile Companies Act, 1956 along with the relevant rules made thereunder.
“Contract Labour Act” The Contract Labour (Regulation and Abolition) Act, 1970
“COVID-19” A public health emergency of international concern as declared by World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
“Depositories” NSDL and CDSL
“Depositories Act” The Depositories Act, 1996
“DIN” Director Identification Number
“DIPP” Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India
“DP ID” Depository Participant Identification
“DP” / “Depository
Participant”
Depository participant as defined under the Depositories Act
“EGM” Extraordinary General Meeting
“EBITDA” Earnings before interest (net), taxes, depreciation and amortisation (before exceptional
items)
“EPS” Earnings Per Share
“FDI” Foreign direct investment
“FDI Policy” Consolidated Foreign Direct Investment Policy notified by the DIPP through notification
dated October 15, 2020 effective from October 15, 2020
“FEMA” The Foreign Exchange Management Act, 1999, read with rules and regulations there under
“FEMA Rules” The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“Financial Year/Fiscal/FY” Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“FPI(s)” Foreign portfolio investors as defined under the SEBI FPI Regulations
“FVCI” Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
“GIR” General Index Register
“GoI” or “Government” or
“Central Government”
Government of India
“GST” Goods and Services Tax
“HUF” Hindu Undivided Family
“ICAI” The Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards
“India” Republic of India
“Ind AS” / “Indian
Accounting Standards”
Indian Accounting Standards notified under section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015
“Indian GAAP” Generally Accepted Accounting Principles in India
“IPO” Initial Public Offering
“IST” Indian Standard Time
“IT” Information Technology
“IT Act” The Income Tax Act, 1961
“Listing Agreement” Listing Agreement to be entered amongst our Company with the Stock Exchanges
“SEBI Listing Regulations” The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
“MCA” Ministry of Corporate Affairs
“MICR” Magnetic Ink Character Recognition
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Term Description
“Mutual Fund (s)” Mutual Fund(s) means mutual funds registered under the SEBI (Mutual Funds)
Regulations, 1996
“NACH” National Automated Clearing House
“NAV” Net Asset Value
“NECS” National Electronic Clearing Services
“NEFT” National Electronic Fund Transfer
“NPCI” National Payments Corporation of India
“NRI” Non-Resident Indian as defined under the FEMA Rules
“NSDL” National Securities Depository Limited
“NSE” National Stock Exchange of India Limited
“OCB” / “Overseas
Corporate Body”
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. OCBs are not allowed to invest in
the Issue
“p.a.” Per Annum
“P/E” Price/Earnings
“P/E Ratio” Price/Earnings Ratio
“PAN” Permanent Account Number
“PAT” Profit After Tax
“RBI” The Reserve Bank of India
“RBI Act” The Reserve Bank of India Act, 1934
“Regulation S” Regulation S under the U.S. Securities Act
“RTGS” Real Time Gross Settlement
“SCRA” The Securities Contracts (Regulation) Act, 1956
“SCRR” The Securities Contracts (Regulation) Rules, 1957
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act” The Securities and Exchange Board of India Act, 1992
“SEBI AIF Regulations” The Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012
“SEBI FPI Regulations” The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
“SEBI FVCI Regulations” The Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
“SEBI ICDR Regulations” The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
“SEBI SBEB Regulations” The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014
“SEBI VCF Regulations” The Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as
repealed pursuant to the SEBI AIF Regulations
“State Government” The government of a State in India
“Stock Exchanges” BSE and NSE
“STT” Securities Transaction Tax
“Takeover Regulations” The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
“TAN” Tax Deduction Account Number
“U.A.E.” United Arab Emirates
“UPI” Unified Payments Interface, a payment mechanism that allows instant transfer of money
between any two persons bank account using a payment address which uniquely identifies
a person’s bank account “U.S. Securities Act” U.S. Securities Act of 1933, as amended
“U.S.” / “USA” / “United
States” / “United States of
America”
The United States, as such term is defined in Regulation S
“USD” / “US$” United States Dollars
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Term Description
“VCFs” Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations
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13
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in this Red Herring Prospectus to “India” are to the Republic of India; to the “U.S.”, “USA” or “United
States” are to the United States of America and to the “U.A.E.” are to the United Arab Emirates. All references to the
“Government”, “Indian Government”, “GOI”, “Central Government” or the “State Government” are to the Government of
India, central or state, as applicable.
Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time. Unless indicated
otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.
Unless the context requires otherwise, all references to page numbers in this Red Herring Prospectus are to the page
numbers of this Red Herring Prospectus.
Financial Data
Unless otherwise stated or context requires otherwise, the financial data included in this Red Herring Prospectus is derived
from our Restated Financial Statements. The Restated Financial Statements have been prepared, based on financial
statements for the Fiscals 2020, 2019 and 2018 and the six month period ended September 30, 2020, in accordance with
Ind AS notified under section 133 of Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
2015 and other applicable provisions of the Companies Act, 2013, if any.
There are significant differences between Ind AS and US GAAP and IFRS. Our Company does not provide reconciliation
of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify
their impact on the financial data included in this Red Herring Prospectus and it is urged that you consult your 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 Red Herring Prospectus will provide meaningful information is entirely dependent on the
reader’s level of familiarity with Indian accounting policies and practices, the Companies Act and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures
presented in this Red Herring Prospectus should accordingly be limited.
EBITDA presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not
required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Furthermore, EBITDA is not a measurement of
our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered as an alternative to
net profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS, IFRS or
US GAAP or as an alternative to cash flow from operations or as a measure of our liquidity. In addition, EBITDA is not a
standardised term, hence a direct comparison of EBITDA between companies may not be possible. Other companies may
calculate EBITDA differently from us, limiting its usefulness as a comparative measure.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due
to rounding off. All figures in decimals, including percentage figures, have been rounded off to the second decimal.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year; accordingly, all references
to a particular financial year or fiscal, unless stated otherwise, are to the 12-month period ended on March 31 of that year.
Unless the context requires otherwise, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 22, 115
and 276, respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of the Restated
Financial Statements.
Currency and Units of Presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and
• “USD” or “US$” are to United States Dollar, the official currency of the United States;
Except otherwise specified, our Company has presented certain numerical information in this Red Herring Prospectus in
“million” units. One million represents 1,000,000 and one billion represents 1,000,000,000.
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Exchange Rates
This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, as at the dated indicated, the exchange rate between the Rupee and the U.S. dollar:
(in ₹) Currency As on September 30, 2020 As on March 31, 2020 As on March 31, 2019 As on March 31, 2018
1 USD 73.80 75.39 69.17 65.04
Source: For information of March 31, 2018, the source is RBI Reference Rate as available on https://www.rbi.org.in/, whereas for
information post March 31, 2018, the source is FBIL Reference Rate as available on https://www.fbil.org.in/. On instances where the
given day is a holiday, the exchange rate from the previous working day has been considered.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived from
publicly available information as well as various industry publications and sources. Further, information has also been
derived from report dated September 22, 2020, titled “India Solid Waste Management Review” by Frost & Sullivan, which
has been commissioned by our Company. For risks in relation to commissioned reports, see “Risk Factor-This Red Herring
Prospectus contains information from the “India Solid Waste Management Overview” Report prepared by Frost and
Sullivan, which we have commissioned” beginning on page 27 .
Disclaimer in relation to the Frost & Sullivan Report
The Frost & Sullivan Report is subject to the following disclaimer:
“This independent market research study "India Solid Waste Management Overview’' has been prepared for the proposed
initial public offering of equity shares by Antony Waste Handling Cell Limited (the “Company”).
This study has been undertaken through extensive primary and secondary research, which involves discussing the status
of the industry with leading market participants and experts, and compiling inputs from publicly available sources,
including official publications and research reports. Estimates provided by Frost & Sullivan (India) Private Limited
(“Frost & Sullivan”) and its assumptions are based on varying levels of quantitative and qualitative analyses, including
industry journals, company reports and information in the public domain.
Frost & Sullivan has prepared this study in an independent and objective manner, and it has taken all reasonable care to
ensure its accuracy and completeness. We believe that this study presents a true and fair view of the industry within the
limitations of, among others, secondary statistics and primary research, and it does not purport to be exhaustive. The
results that can be or are derived from these findings are based on certain assumptions and parameters/conditions. As
such, a blanket, generic use of the derived results or the methodology is not encouraged.
Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently uncertain
because of changes in factors underlying their assumptions, or events or combinations of events that cannot be reasonably
foreseen. Actual results and future events could differ materially from such forecasts, estimates, predictions, or such
statements.
In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis of all
facts and information contained in the prospectus of which this report is a part and the recipient must rely on its own
examination and the terms of the transaction, as and when discussed. The recipients should not construe any of the contents
in this report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult
their own business, financial, legal, taxation, and other advisors concerning the transaction.”
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable, but their accuracy and completeness are not guaranteed,
and their reliability cannot be assured. Although the industry and market data used in this Red Herring Prospectus is
reliable, it has not been independently verified by us, the Book Running Lead Managers, or any of its affiliates or advisors.
The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources
may also not be comparable.
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The extent to which the market and industry data used in this 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 business of our Company is conducted, 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” beginning on page 22. Accordingly, investment decisions should not be based
solely on such information.
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FORWARD-LOOKING STATEMENTS
This 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”, “expect”, “estimate”, “intend”, “objective”,
“plan”, “project”, “will”, “will continue”, “will pursue”, “seek to” or other words or phrases of similar import. Similarly,
statements that describe our Company’s strategies, objectives, plans, prospects or goals are also forward-looking
statements. Moreover, 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.
Actual results of operations may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated without expectations with respect to, but not limited to, regulatory changes pertaining to the
logistics sector and our ability to respond to them, our ability to successfully implement our strategies, our growth and
expansion, technological changes, our Company’s exposure to market risks, general economic and political conditions in
India which have an impact on our Company’s 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 and changes
in competition in the industry we operate in.
Certain important factors that could cause actual results to differ materially from our Company’s expectations include, but
are not limited to, the following:
• Municipal Solid Waste (“MSW”) projects are typically awarded to us on satisfaction of prescribed pre-qualification criteria and following a competitive bidding process. Our business and our financial condition may be adversely
affected if new projects are not awarded to us or if contracts awarded to us are prematurely terminated;
• Most of our projects are awarded by various Municipalities. Many Municipalities have been struggling to fund various solid waste management projects from their own revenue receipts. Hence, Municipalities are highly
dependent on state/central grants/budget allocation to fund various projects. Any adverse change in government
policies or focus, delay in payment may adversely affect our business, financial condition, results of operations and
prospects;
• Our projects are exposed to various implementation and other risks and uncertainties, which may adversely affect our business, financial condition, results of operations, and prospects;
• We may be exposed to liabilities arising under our warranties/claims, which may adversely affect our business, financial condition, results of operations and prospects;
• Our Company, Subsidiaries, Directors, Promoters and Group Companies are involved in certain outstanding legal proceedings, which if determined adversely, may adversely affect our business, financial condition, results of
operations and prospects;
• Our actual cost in executing a contract may vary substantially from the assumptions underlying our bid. We may be unable to recover all or some of the additional expenses, which may have an adverse effect on our business, financial
condition, results of operations, and prospects; and
• We have significant working capital requirements. If we experience insufficient cash flows to enable us to make required payments on our debt or fund working capital requirements, there may be an adverse effect on our business,
financial condition, results of operations and prospects.
For further details, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 22, 115 and 276, respectively. By their nature, certain 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.
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.
Forward-looking statements reflect the current views of our Company as of the date of this Red Herring Prospectus and
are not a guarantee of future performance. These statements are based on the management’s beliefs and assumptions, which
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in turn are based on currently available information. Although 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, our Directors, the Selling Shareholders,
the Book Running Lead Managers, the Syndicate Members nor any of their respective affiliates or advisors 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. In accordance with the
SEBI ICDR Regulations and the SEBI Listing Regulations, our Company and the Book Running Lead Managers will
ensure that investors in India are informed of material developments from the date of this Red Herring Prospectus until the
time of the grant of listing and trading permission by the Stock Exchanges. In accordance with requirements of SEBI and
as prescribed under applicable law, each of the Selling Shareholders shall ensure that the Bidders in India are informed of
material developments, in relation to statements and undertakings specifically undertaken or confirmed by each of the
Selling Shareholders in relation to itself and its respective Offered Shares in this Red Herring Prospectus until the time of
the grant of listing and trading permission by the Stock Exchanges. Only statements and undertakings which are specifically
“confirmed” or “undertaken” by the Selling Shareholders, as the case may be, in this Red Herring Prospectus shall be
deemed to be statements and undertakings made by the Selling Shareholders.
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SUMMARY OF THIS RED HERRING PROSPECTUS
Unless otherwise stated or the context otherwise requires, references in this section to “we”, “our” or “us” refers to our
Company. This section should be read in conjunction with the sections titled “Risk Factors”, “Industry Overview” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 22, 91
and 276 of this Red Herring Prospectus, respectively, as well as the Restated Financial Statements included in “Financial
Statements” beginning on page 179 of this Red Herring Prospectus.
Further, the industry data included in this section has been derived from the Frost and Sullivan Report, commissioned by
our company. Please also read the disclaimer to the Frost and Sullivan Report in the section titled “Certain Conventions,
Presentations of Financial, Industry and Market Data - Disclaimer in relation to the Frost & Sullivan Report” on page 14
1. Summary of our Primary Business and the Industry in which we operate:
We are one of the top five players in the MSW management industry, providing full spectrum of MSW services
which includes solid waste collection, transportation, processing and disposal services across the country, primarily
catering to Indian Municipalities. (Source: Frost & Sullivan Report) We primarily undertake MSW collection and
transportation projects, MSW processing projects and mechanized sweeping projects through ourselves and/or our
Subsidiaries. Our Company has undertaken more than 25 projects as of November 15, 2020, of which 18 are
ongoing.
Urbanization is a critical factor driving the MSW generation in the country. Changing lifestyle patterns, increasing
disposable incomes, have paved way for consumerism, have also contributed to waste generation in urban India.
MSW generation is expected to grow at a CAGR of 8.9 % (FY 2020-25) to reach 115 million TPA by FY2025. The
MSW Management market is estimated at INR 50,000 million for FY2020 and is expected to reach INR 98,000
million by FY 2025 at a CAGR of 14.4%. Increasing participation of professional players in collection and
transportation services and development of scientific recycling and disposal methods for management of MSW is
expected to be key driver for the market. (Source: Frost & Sullivan Report)
2. The Promoters of our Company are Jose Jacob Kallarakal, Shiju Jacob Kallarakal and Shiju Antony Kallarakkal.
3. The Issue is an initial public offer of up to [●] Equity Shares of ₹ 5 each, at an Issue Price of ₹ [●] per Equity Share for cash (including a securities premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] million. The Issue
comprises a Fresh Issue of up to [●] Equity Shares aggregating to ₹ 850 million and an Offer for Sale of up to
6,824,933 Equity Shares aggregating to ₹ [●] million by the Selling Shareholders.
4. Objects of the Issue
The Issue comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. The Selling
Shareholders will be entitled to their respective portion of the proceeds of the Offer for Sale after deducting their
proportion of Issue related expenses. We will not receive any proceeds from the Offer for Sale and the proceeds
received from the Offer for Sale will not form part of the Net Proceeds.
Our Company proposes to utilize the Net Proceeds of the Fresh Issue towards funding of the following objects: (in ₹ million)
Particulars Amount
Part-financing for PCMC WTE Project through investment in our Subsidiaries, AG
Enviro and/or ALESPL
400.00
Reduction of the consolidated borrowings of our Company by infusing debt in our
Subsidiary - AG Enviro for repayment / prepayment of portion of their outstanding
indebtedness
385.00
General corporate purposes(1) [●]
Total [●] (1) To be determined on finalisation of the Issue Price and updated in the Prospectus prior to the filing with the RoC.
5. Shareholding of our Promoters, Promoter Group and the Selling Shareholders
Details of the Equity Shares held by our Promoters, members of the Promoter Group and the Selling Shareholders
on the date o