DRAFT RED HERRING PROSPECTUS Dated [_] (to be dated after filing with the Registrar of Companies) Please read Section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon RoC filing and become Prospectus on the date of filing with the RoC) 100% Book Building Issue SHRI RAMRUPAI BALAJI STEELS LIMITED (Incorporated in India on May 06, 2002 as Shri Ramrupai Balaji Steels Private Limited under the Companies Act, 1956 with Registration No. 21-94606 with Registrar of Companies, West Bengal. The Company subsequently became a public company under the name of Shri Ramrupai Balaji Steels Limited with effect from 26th , Nov 2002) Registered Office: 5, Bentinck Street, 1st Floor, Kolkata-700 001, India. Tel.: +91 33 2248-8173/9808, Fax: +91 33 2243-0021 e-mail: [email protected] Website: www.jaibalajigroup.com Public Issue of 2,00,00,000 Equity Shares of Face Value Rs. 10 each at a price of Rs. [•] for cash aggregating Rs. [•] Lacs (hereinafter referred to as the “Issue”). The Issue would constitute 30.31% of the post issue paid up capital of the Company. The face value of the Equity Shares is Rs. 10 and the Issue Price is [•] times the face value at the minimum of the price band and [•] times the face value at the maximum of the price band. The Issue is being made through a 100% Book Building Process wherein not more than 50% of the Net Offer to the Public (subject to mandatorily minimum 10%) shall be allocated on a discretionary basis to Qualified Institutional Buyers, not less than 25% of the Net Offer to the Public would be allocated to Non-Institutional Investors and not less than 25% of the Net Offer to the Public would be allocated to Retail Investors on a proportionate basis, subject to valid bids being received from them at or above the Issue Price. PRICE BAND: Rs. [•] TO Rs. [•] PER EQUITY SHARE OF FACE VALUE OF RS. 10 RISK IN RELATION TO THE FIRST ISSUE This being the first issue of the Equity Shares of Shri Ramrupai Balaji Steels Limited, there has been no formal market for the Equity shares of the company. The face value of the shares is Rs.10/ and the issue price is [•] times of the face value. The issue price (as determined by the company in consultation with the Book Running Lead Managers, on the basis of assessment of market demand of the equity shares 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 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 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 offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The equity shares have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is specifically invited to the Statement of Risk Factors beginning on page no (x) of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms 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 the 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares issued through this Draft Red Herring Prospectus are proposed to be listed on The National Stock Exchange of India Limited (NSE) (The Designated Stock Exchange) and The Stock Exchange, Mumbai (BSE). We have received in-principle approvals from these Stock Exchanges for the listing of our Equity Shares pursuant to letters dated [___] and [___], respectively. BOOK RUNNING LEAD MANAGERS (BRLMs) REGISTRAR TO THE ISSUE ANAND RATHI SECURITIES PVT LTD MICROSEC INDIA LTD INTIME SPECTRUM REGISTRY LTD nd J.K. Somani Building, 3rd Floor, Azimganj House, 2 Floor British Hotel Lane C-13, Pannalal Silk Mills Compound L B 7, Camac Street, Bombay Samachar Marg S Marg, Bhandup (West) Kolkata 700 017 Fort, Mumbai-400 023. Mumbai 400 078 Ph: 91-33-2282 9330 Tel: +91-22 5637 7000 Tel: +91-22-5555 5454 Fax: 91-33-2282 9335 Fax: +91-22 5637 7070 Fax: +91-22-5555 5353 E-Mail: [email protected] Email: [email protected] E-Mail :[email protected] ISSUE PROGRAMME BID/ISSUE OPENS : BID/ ISSUE CLOSES ON TABLE OF CONTENTS PAGE DEFINITIONS AND ABBREVIATIONS i FORWARD-LOOKING STATEMENTS; MARKET DATA ix RISK FACTORS x SUMMARY xxv THE ISSUE xxvi GENERAL INFORMATION 1 CAPITAL STRUCTURE 15 OBJECTS OF THE ISSUE 23 BUSINESS 36 INDUSTRY OVERVIEW 56 OUR HISTORY 62 SELECTED FINANCIAL DATA 63 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 65 RESULTS OF OPERATIONS OUR MANAGEMENT 69 OUR PROMOTERS 74 OUR GROUP COS AND AFFILIATES 76 GOVERNMENT APPROVALS 83 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 87 DIVIDEND POLICY 89 BASIS OF ISSUE PRICE 90 AUDITORS REPORT 93 TAX BENEFITS 107 OTHER REGULATORY DISCLOSURES 122 TERMS OF THE OFFER 123 OFFER PROCEDURE 127 STATUTORY AND OTHER INFORMATION 144 MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION 150 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 158 DECLARATION 160 DEFINITIONS AND ABBREVIATIONS Conventional Terms Term Description “Shri Ramrupai Unless the context otherwise requires, refers to, Shri Ramrupai Balaji Balaji Steels Steels Limited, a public limited company incorporated under the Limited ” or the Companies Act and having its registered office at 5, Bentinck Street, 1st “Issuer” or the Floor, Kolkata-700 001 together with its subsidiaries. “Company”, “we”, “us”, “our” and “SRBSL” You Unless the context otherwise requires, refers to, investors. Issue Related Terms Term Description Allotment Issue or transfer, as the context requires, of Equity Shares pursuant to the Offer to the successful Bidders as the context requires. Allottee The successful Bidder to whom the Equity Shares are being/have been issued or transferred. ARSL Refers to, Anand Rathi Securities Private Limited, a private limited company incorporated under the provisions of the Companies Act and with its registered office at J.K. Somani Building, 3rd Floor, British Hotel Lane, Bombay Samachar Marg, Fort, Mumbai - 400 023. Articles/Articles of The Articles of Association of Shri Ramrupai Balaji Steels Limited. Association Auditors The statutory auditors of the Company, viz. M/s Rashmi & Co. Chartered Accountants. Bankers to the [●] Offer Bid An offer made during the Bidding Period by a prospective investor to subscribe to Equity Shares at a price within the Price Band, including all revisions and modifications thereto. Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder on submission of the Bid in the Offer. In case of retail investors bidding at cut-off, bid amount shall be the number of shares bid at cut-off multiplied by the cap at price band. Bid Closing Date / Offer Closing Date, the date after which the members of the Syndicate will not accept any Bids for the Offer, which shall be notified in a widely Issue Closing Date circulated English national newspaper, Hindi national newspaper and Bengali newspaper Bid cum Application The form in terms of which the Bidder shall make an offer to subscribe Form to Equity Shares and which will be considered as the application for allotment/transfer of the Equity Shares. Bid Opening Date / The date on which the members of the Syndicate shall start accepting Bids for the Offer, which shall be the date notified in a widely circulated Issue Opening Date English national newspaper, Hindi national newspaper and Bengali newspaper Bidder Any prospective investor who makes a Bid pursuant to the terms of this Draft Red Herring Prospectus. i Term Description Bidding Period / The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Issue Bidders can submit their Bids. Board of The Board of Directors of Shri Ramrupai Balaji Steels Limited or a committee thereof. Directors/Board Book Building Book building route as provided in Chapter XI of the DIP Guidelines, in terms of which this Offer is made. Process BRLMs Book Running Lead Managers to the Offer, in this case being MIL and ARSL BSE The Stock Exchange, Mumbai CAN/ Confirmation Means the note or advice or intimation of allocation of Equity Shares of Allotment Note sent to the Bidders who have been allocated Equity Shares in the Book Building Process. Cap Price The high end of the Price Band, above which the Offer Price will not be finalized and above which no Bids will be accepted. Captive Power Shall mean that part of the project pertaining to the setting up of the Project/CPP Project CPP.