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Mahindra Holidays & Resorts India Limited DRAFT RED HERRING PROSPECTUS Dated December 14, 2007 Please read section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED (Our Company was incorporated as a private limited company called ‘Mahindra Holidays & Resorts India Private Limited’ on September 20, 1996. The status of our Company was changed to a public limited company by a special resolution of the members passed at the annual general meeting held on January 29, 1998. The fresh certificate of incorporation consequent upon conversion was issued to our Company on April 17, 1998, by the Registrar of Companies, Tamil Nadu at Chennai.) Registered Office: Mahindra Towers, 2nd Floor, No. 17/18, Patullos Road, Chennai – 600 002, Tamil Nadu Company Secretary and Compliance Officer: Mr. Rajiv Balakrishnan Tel: (91 44) 3988 1000, Fax: (91 44) 3027 7778, Email: [email protected], Website: www.clubmahindra.com PUBLIC ISSUE OF 10,719,347 EQUITY SHARES OF Rs. 10 EACH OF MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED (“MAHINDRA HOLIDAYS” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE), CONSISTING OF A FRESH ISSUE OF 4,122,826 EQUITY SHARES AND AN OFFER FOR SALE OF 6,596,521 EQUITY SHARES BY MAHINDRA HOLDINGS AND FINANCE LIMITED (THE “SELLING SHAREHOLDER”), AGGREGATING Rs. [●] MILLION (THE “ISSUE”). THE ISSUE WOULD CONSTITUTE 13.0 % OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. The Selling Shareholder is considering a Pre-IPO Sale of up to 2,473,695 Equity Shares to certain investors (“Pre-IPO Sale”). The Selling Shareholder will complete the transfer and sale of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Sale is completed, the Offer for Sale and consequently the Issue size offered to the public would be reduced to the extent of such Pre-IPO Sale, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public. PRICE BAND: RS. [y] TO RS. [y] PER EQUITY SHARE OF FACE VALUE RS. 10. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS [•] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [•] TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Global Co-ordinator and Book Running Lead Manager and the Book Running Lead Manager and at the terminals of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contract Regulation Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. IPO GRADING The Issue has been graded [●] by [●]. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is [y] times of the face value. The Issue Price (as determined by the Company and the Selling Shareholder, in consultation with the Global Co-ordinator and Book Running Lead Manager and the Book Running Lead Manager, on the basis of assessment of market demand for the Equity Shares offered by way of book building) 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 of the Company 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 the 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 titled “Risk Factors” beginning on page x. ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY The Issuer and the Selling Shareholder, having made all reasonable inquiries, accept responsibility for and confirm that this Draft Red Herring Prospectus contains all information with regard to the Issuer 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 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. LISTING ARRANGEMENT The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from NSE and BSE for the listing of our Equity Shares pursuant to letters dated [•] and [•], respectively. For purposes of this Issue, the Designated Stock Exchange is NSE. GLOBAL CO-ORDINATOR AND BOOK BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE RUNNING LEAD MANAGER Kotak Mahindra Capital Company Limited HSBC Securities and Capital Markets (India) Karvy Computershare Private Limited 3rd Floor, Bakthawar, 229, Nariman Point, Private Limited Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Mumbai 400 021, India 52/60 Mahatma Gandhi Road, Fort, Mumbai 400 Hyderabad 500 081, India Tel: (91 22) 6634 1100 001, India Tel: (91 40) 2342 0815-20 Fax: (91 22) 2283 7517 Tel: (91 22) 2268 1086 Fax: (91 40) 2342 0814 Email: [email protected] Fax: (91 22) 2263 1984 Email: [email protected] Investor grievance id: [email protected] Email: [email protected] Website: www.karvy.com Website: www.kotak.com Website: www.hsbc.co.in Contact Person: Mr. M. Murali Krishna Contact Person: Mr. Chandrakant Bhole Contact Person: Mr. Amit Gupta BID/ISSUE PROGRAMME BID/ISSUE OPENS ON [•], 2008 BID/ISSUE CLOSES ON [•], 2008 TABLE OF CONTENTS SECTION 1- ii GENERAL…………………………………………………………………………………………………………. DEFINITIONS AND ABBREVIATIONS………………………………………………………………………. ii CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………………………………………………………………………………………….. vii FORWARD-LOOKING ix STATEMENTS………………………………………………………………………........................................... SECTION II- RISK FACTORS…………………………………………………………………………………... x SECTION III- INTRODUCTION………………………………………………………………………………... 1 SUMMARY OF OUR BUSINESS STRENGTHS AND STRATEGY…….…………………………………… 1 SUMMARY FINANCIAL INFORMATION……………………………………………………………………. 5 THE ISSUE………………………………………………………………………………………………………. 9 GENERAL INFORMATION……………………………………………………………………………………. 10 CAPITAL STRUCTURE………………………………………………………………………………………… 18 OBJECTS OF THE ISSUE………………………………………………………………………………………. 28 BASIS FOR ISSUE PRICE……………………………………………………………………………………… 33 STATEMENT OF TAX BENEFITS…………………………………………………………………………….. 35 SECTION IV- ABOUT THE COMPANY……………………………………………………………………….. 43 OUR INDUSTRY………………………………………………………………………………………………... 43 OUR BUSINESS…………………………………………………………………………………………………. 51 REGULATIONS AND POLICIES………………………………………………………………………………. 69 HISTORY AND CERTAIN CORPORATE MATTERS………………………………………………………... 73 OUR MANAGEMENT…………………………………………………………………………………………... 81 OUR 93 PROMOTERS……………………………………………………………………………………………………. RELATED PARTY TRANSACTIONS…………………………………………………………………………. 108 DIVIDEND POLICY…………………………………….………………………………………………………. 111 SECTION V- FINANCIAL STATEMENTS…………………………………………………………………….. 112 CONSOLIDATED FINANCIAL STATEMENTS………………………...…………………………………….. 112 UNCONSOLIDATED FINANCIAL STATEMENTS…………………………………………………………... 139 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 171 OF OPERATIONS……………………………………………………………………………………………….. FINANCIAL INDEBTEDNESS………………………………………………………………………………….
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