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Indian Railway Catering and Tourism Corporation Limited

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Indian Railway Catering and Tourism Corporation Limited RED HERRING PROSPECTUS Dated: September 24, 2019 Please read section 32 of the Companies Act, 2013 Book Building Offer INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED Our Company was incorporated as “Indian Railway Catering and Tourism Corporation Limited” on September 27, 1999, as a public limited company under the Companies Act, 1956, and was granted a certificate of incorporation by the Deputy Registrar of Companies, N.C.T. of Delhi and Haryana. Our Company received its certificate for commencement of business from the Deputy Registrar of Companies, N.C.T. of Delhi and Haryana on December 2, 1999. For details of changes in the registered office of our Company, see “History and Certain Corporate Matters” on page 156. Registered Office: 11th Floor, B – 148, Statesman House, Barakhamba Road, New Delhi – 110 001, Delhi, India Contact Person: Suman Kalra, Company Secretary and Compliance Officer; Telephone: +91 11 2331 1263 / 64; E-mail: [email protected]; Website: www.irctc.com; Corporate Identity Number: U74899DL1999GOI101707 OUR PROMOTER: THE PRESIDENT OF INDIA ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA INITIAL PUBLIC OFFERING OF 20,160,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED (OUR “COMPANY” OR THE “ISSUER”) THROUGH AN OFFER FOR SALE BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA (THE “SELLING SHAREHOLDER”), FOR CASH AT A PRICE OF ₹ [●]* PER EQUITY SHARE ((INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “OFFER PRICE”), AGGREGATING TO ₹ [●] MILLION (THE “OFFER”). THE OFFER COMPRISES OF A NET OFFER (DEFINED BELOW) OF 20,000,000 EQUITY SHARES AND EMPLOYEE RESERVATION PORTION (DEFINED BELOW) OF UPTO 160,000 EQUITY SHARES. THE OFFER LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET OFFER. THE OFFER AND THE NET OFFER SHALL CONSTITUTE 12.60% AND 12.50%, RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, THE RETAIL DISCOUNT, EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL EXPRESS AND ALL EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER JANSATTA (HINDI BEING THE REGIONAL LANGUAGE OF DELHI WHEREIN THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES. *Retail Discount of ₹ [●] per Equity Share to the Offer Price may be offered to the Retail Individual Bidders and Employee Discount of ₹ [●] per Equity Share to the Offer Price may be offered to the Eligible Employees Bidding in the Employee Reservation Portion. In case of any revision in the Price Band or in the case of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Offer Period for at least three additional Working Days following such event, subject to the total Bid / Offer Period not exceeding ten Working Days. Any revision in the Price Band, and the revised Bid / Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members, and by intimation to Self- Certified Syndicate Banks (“SCSBs”), the Sponsor Bank, and other Designated Intermediaries, as applicable. The Offer is being made 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, as amended (“SEBI ICDR Regulations”). The Offer is being made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, up to 160,000 Equity Shares shall be offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received from them at or above the Offer Price. All Bidders shall only participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account (including UPI ID for RIBs using UPI Mechanism) (UPI ID, RIBs and UPI Mechanism are defined hereinafter) wherein the Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. For details, see “Offer Procedure” on page 307. RISKS IN RELATION TO THE FIRST ISSUE This being the first public offer 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 Offer Price / Floor Price/ Price Band 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, nor 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 Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in this Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 24. OUR COMPANY’S AND SELLING SHAREHOLDER’S 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 this Offer, which is material in the context of this Offer, 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. The Selling Shareholder accepts responsibility for and confirms the statements made by it in this Red Herring Prospectus to the extent of information specifically pertaining to itself and the Equity Shares being sold by it in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. LISTING The Offered Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated September 6, 2019 and September 5, 2019, respectively. For the purposes of this Offer, BSE shall be the Designated Stock Exchange. A signed copy of this Red Herring Prospectus has been and the Prospectus shall be delivered to the Registrar of Companies, N.C.T. of Delhi & Haryana (“RoC”) in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents that will be available for inspection from the date of this Red Herring Prospectus upto the Offer Closing Date, please see “Material Contracts and Documents for Inspection” on page 376. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER IDBI Capital Markets & Securities Limited SBI Capital Markets Limited YES Securities (India) Limited Alankit Assignments Limited 6th Floor, IDBI Tower 202, Maker Tower “E” IFC, Tower 1 & 2, Unit No. 602 A, 6th Floor 205 – 208, Anarkali Complex WTC Complex, Cuffe Parade Senapati Bapat Marg, Elphinstone (West) Jhandewalan Extension Cuffe Parade Mumbai 400 005 Mumbai 400 013 New Delhi 110 055, Delhi,
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