RED HERRING PROSPECTUS January 18, 2023 (Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
(Please scan this QR code to view the RHP)
ADANI ENTERPRISES LIMITED
Corporate Identity Number: L51100GJ1993PLC019067
REGISTERED AND CORPORATE OFFICE | CONTACT PERSON | EMAIL AND TELEPHONE | WEBSITE | |||||
Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. | Jatin Jalundhwala (Company Secretary | Email: investor.ael@adani.com | www.adanienterprises.com | |||||
G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India | and Compliance Officer) | Telephone: +91 79 2555 5555 | ||||||
THE PROMOTERS OF OUR COMPANY ARE GAUTAM S. ADANI AND RAJESH S. ADANI | ||||||||
DETAILS OF THE OFFER TO PUBLIC | ||||||||
Type | Fresh Issue Size | Offer for Sale size | Total Offer Size | Eligibility and Reservations | ||||
Fresh Issue | Up to [●] FPO Equity Shares aggregating | Not Applicable | Up to [●] FPO Equity Shares | The Offer is being made in terms of Regulation 155 and | ||||
up to ` 20,000 crore* issued on a partly | aggregating up to ` 20,000 crore* issued | 129(1) of the Securities and Exchange Board of India (Issue | ||||||
paid basis | on a partly paid basis | of Capital and Disclosure Requirements) Regulations, 2018, | ||||||
*Assuming full subscription and | *Assuming full subscription and | as amended ("SEBI ICDR Regulations"). For details in | ||||||
relation to share reservation among Qualified Institutional | ||||||||
Allotment and receipt of all Call Monies | Allotment and receipt of all Call Monies | Buyers, Non-Institutional Bidders, Retail Individual Bidders | ||||||
with respect to the FPO Equity Shares | with respect to the FPO Equity Shares | and Eligible Employees, see "Offer Structure" on page 695. |
PAYMENT SCHEDULE FOR THE FPO EQUITY SHARES | ||||
Amount Payable per FPO Equity Share* | Face Value (`) | Premium (`) | Total (`) | |
On Application | [●] | [●] | [●] | |
One or more subsequent Call(s) as determined by our Board or a committee thereof at its sole discretion, from time to time | [●] | [●] | [●] | |
Total (`) | [●] | [●] | [●] | |
*For further details on Payment Schedule, see "Terms of the Offer - Terms of Payment" on page 690. | ||||
GENERAL RISK |
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. For tak ing an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The FPO Equity Shares have neither been recommended, nor 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 Bidders is invited to "Risk Factors" on page 26.
COMPANY'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 the Offer, which is material in the context of the 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.
LISTING
The FPO Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received 'in-principle' approvals from BSE Limited and National Stock Exchange of India Limited for the listing of the FPO Equity Shares pursuant to letters dated January 17, 2023. For the purposes of the Offer, NSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
LOGO OF THE BOOK RUNNING
LEAD MANAGERS
NAME OF THE BOOK
RUNNING LEAD MANAGERS
CONTACT PERSON
TELEPHONE
ICICI Securities Limited | Shekher Asnani / Harsh Thakkar | ael.fpo@icicisecurities.com | +91 | 22 6807 7100 | ||||
Jefferies India Private Limited | Suhani Bhareja | adanienterprises.fpo@jefferies.com | +91 | 22 4356 6000 | ||||
SBI Capital Markets Limited | Karan Savardekar / Sambit Rath | ael.fpo@sbicaps.com | +91 | 22 4006 9807 | ||||
Axis Capital Limited | Sagar Jatakiya | ael.fpo@axiscap.in | +91 | 22 4325 2183 | ||||
BOB Capital Markets Limited | Ninad Jape / Nivedika Chavan | ael.fpo@bobcaps.in | +91 | 22 6138 9353 | ||||
IDBI Capital Markets & Securities | Subodh Gandhi / Indrajit Bhagat | ael.fpo@idbicapital.com | +91 | 22 2217 1953 | ||||
Limited | ||||||||
JM Financial Limited | Prachee Dhuri | ael.fpo@jmfl.com | +91 | 22 6630 3030/ 3262 | ||||
IIFL Securities Limited | Mukesh Garg/ Pawan Jain | ael.fpo@iiflcap.com | +91 | 22 4646 4728 | ||||
Monarch Networth Capital Limited | Saahil Kinkhabwala / Ashok | ael.fpo@mnclgroup.com | +91 | 22 6883 6402 | ||||
Devarajan | ||||||||
Elara Capital (India) Private Limited | Astha Daga | ael.fpo@elaracapital.com | +91 | 22 6164 8599 | ||||
REGISTRAR TO THE OFFER | ||||||||||||
NAME OF THE REGISTRAR | CONTACT PERSON | EMAIL AND TELEPHONE | ||||||||||
Link Intime India Private Limited | Shanti Gopalkrishnan | Email: ael.fpo@linkintime.co.in; Tel: +91 81081 14949 | ||||||||||
BID/OFFER PERIOD | ||||||||||||
ANCHOR INVESTOR BIDDING DATE* | January 25, 2023 | BID/OFFER OPENS ON* | January 27, 2023 | BID/OFFER CLOSES ON | January 31, 2023** |
*Our Company in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
**UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.
RED HERRING PROSPECTUS
January 18, 2023
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
ADANI ENTERPRISES LIMITED
Our Company was originally established as a partnership firm in 1988. Our Company was, thereafter, registered and incorporated in Ahmedabad, Gujarat as 'Adani Exports Limited' on March 2, 1993, as a company limited by shares pursuant to Part IX of the Companies Act, 1956 and pursuant to a certificate of incorporation issued by the Registrar of Companies, Gujarat at Ahmedabad ("RoC"). A certificate of commencement of business was issued by the RoC on March 4, 1993. Subsequently, the name of our Company was changed to 'Adani Enterprises Limited' pursuant to a resolution of our Board of Directors passed on May 20, 2006 and subsequently a resolution of our Shareholders was passed on July 29, 2006 and to reflect the changes in our business strategies. Consequently, a fresh certificate of incorporation was issued by the RoC on August 10, 2006. For further details in relation to the changes in our name and the registered office of our Company, see
"History and Certain Corporate Matters - Brief history of our Company" and "History and Certain Corporate Matters - Changes in the registered office of our Company" on page 228.
Registered and Corporate Office: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India; Telephone: +91 79 2555 5555
Contact Person: Jatin Jalundhwala, Company Secretary and Compliance Officer; Email: investor.ael@adani.com; Telephone: +91 79 2555 5377
Website: www.adanienterprises.com; Corporate Identity Number: L51100GJ1993PLC019067
THE PROMOTERS OF OUR COMPANY ARE GAUTAM S. ADANI AND RAJESH S. ADANI
FURTHER PUBLIC OFFERING OF UP TO [●] PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF `1 EACH ("FPO EQUITY SHARES") OF ADANI ENTERPRISES LIMITED ("COMPANY") FOR CASH AT A PRICE* OF ` [●] PER FPO EQUITY SHARE (INCLUDING A PREMIUM OF ` [●] PER FPO EQUITY SHARE) ("OFFER PRICE") AGGREGATING UP TO ` 20,000 CRORE* BY WAY OF A FRESH ISSUE (THE "OFFER").
THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ` 50 CRORE, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES NOT EXCEEDING 5% OF OUR POST-OFFER
PAID-UP EQUITY SHARE CAPITAL ("EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND NET OFFER SHALL CONSTITUTE [●]% AND [●]%, OF THE POST-OFFERPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.
#RETAIL DISCOUNT OF `[●] TO THE OFFER PRICE MAY BE OFFERED TO RETAIL INDIVIDUAL BIDDERS.
*ASSUMING FULL SUBSCRIPTION AND ALLOTMENT AND RECEIPT OF ALL CALL MONIES WITH RESPECT TO THE FPO EQUITY SHARES
THE FACE VALUE OF EQUITY SHARES IS `1 EACH. THE PRICE BAND, THE RETAIL DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK
RUNNING LEAD MANAGERS, AND WILL BE ADVERTISED IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER, FINANCIAL EXPRESS, ALL EDITIONS OF HINDI NATIONAL DAILY NEWSPAPER, JANSATTA, AND REGIONAL EDITION OF THE GUJARATI DAILY NEWSPAPER, JAI HIND, (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, W HERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), AT LEAST ONE WORKING DAY PRIOR TO THE BID/OFFER 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 ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED ("SEBI ICDR REGULATIONS").
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Ba nd, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the Book Running Lead Managers, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock E xchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book Running Lead Managers and at the terminals of the members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Banks, as applicable.
The Offer is being made in terms of Regulation 155 of the SEBI ICDR Regulations. The Offer is being made in accordance with Regulation 129(1) of the SEBI ICDR Regulations and through a book bui lding process wherein not more than 50% of the Net Offer shall be allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs", and such portion, the "QIB Portion"). Our Company in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), out of which at least one-third shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance FPO Equity Shares shall be added to the portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors ("Net QIB Portion"). Further, 5% of the Net 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 other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance FPO Equity Shares available for allocation will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation t o Non-Institutional Bidders, in accordance with Regulation 129(1) of the SEBI I CDR Regulations, out of which (a) one third of such portion shall be reserved for Bidders with Bids exceeding `2,00,000 up to `10,00,000; and (b) two third of such portion shall be reserved for applicants with Bids exceeding `10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders ("RIBs") in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (" ASBA") process by providing details of their respective bank account (including UPI ID in case of UPI Bidders) in which the corresponding Bid Amounts will be blocked by the SCSBs, or by the Sponsor Banks under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate i n the Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure" on page 698.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to ta ke the risk of losing their investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The FPO Equity Share have neither been recommended, nor approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders is invited to "Risk Factors" on page 26.
COMPANY'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 the Offer, which is material in the context of the 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.
LISTING
The FPO Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received 'in-principle' approvals from BSE and NSE for the listing of the FPO Equity Shares pursuant to letters January 17, 2023. For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed copy of this Red Herring Prospectus has been, and the Prospectus shall be, filed with the RoC in accordance with the Companie s 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/Offer Closing Date, see "Material Contracts and Documents for Inspection" on page 723.
BOOK RUNNING LEAD MANAGERS | REGISTRAR TO THE OFFER | ||
ICICI Securities Limited ICICI Venture House Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 Maharashtra, India
Tel: +91 22 6807 7100
Email: ael.fpo@icicisecurities.com
Website: www.icicisecurities.com
Investor Grievance ID: customercare@icicisecurities.com
Contact Person: Shekher Asnani / Harsh Thakkar
SEBI Registration Number: INM000011179
Jefferies India Private Limited 42/43, 2 North Avenue, Maker Maxity Bandra Kurla Complex
Bandra (East), Mumbai 400 051 Maharashtra, India
Tel: +91 22 4356 6000
Email: adanienterprises.fpo@jefferies.com
Website: www.jefferies.com
Investor Grievance ID: jipl.grievance@jefferies.com
Contact Person: Suhani Bhareja
SEBI Registration Number:INM000011443
SBI Capital Markets Limited
202, Maker Tower 'E'
Cuffe Parade, Mumbai 400 005 Maharashtra, India
Tel: +91 22 4006 9807
Email: ael.fpo@sbicaps.com
Website: www.sbicaps.com
Investor Grievance ID: investor.relations@sbicaps.com
Contact Person: Karan Savardekar/ Sambit Rath
SEBI Registration Number: INM000003531
Link Intime India Private Limited
C 101, 247 Park, L.B.S Marg Vikhroli (West), Mumbai 400 083 Maharashtra, India
Tel: +91 81081 14949
E-mail:ael.fpo@linkintime.co.in
Website: www.linkintime.co.in
Investor Grievance ID: ael.fpo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
Axis Capital Limited | BOB Capital Markets Limited | IDBI Capital Markets & | JM Financial Limited | IIFL Securities Limited | Monarch Networth Capital | Elara Capital (India) Private | ||||
1st Floor, Axis House | 1704, B Wing, 17th Floor, Parinee | Securities Limited | 7th floor, Cnergy | 10th Floor, IIFL Centre | Limited | Limited | ||||
C-2, Wadia International Centre | Crescenzo, | 6th Floor, IDBI Towers, | Appasaheb Marathe Marg | Kamala City, Senapati Bapat Marg | 4th Floor, B Wing, Laxmi Tower, | 21st Floor, Tower 3, One International | ||||
Pandurang Budhkar Marg, Worli | Plot No. C - 38/39, G Block, | WTC Complex, Cuffe Parade, | Prabhadevi | Lower Parel (W) | G Block, | Centre, Senapati Bapat Marg, | ||||
Mumbai 400 025 | Bandra Kurla Complex | Mumbai 400 005, | Mumbai, 400 025 | Mumbai-400013 | Bandra Kurla Complex, Bandra (E), | Elphinstone Road West | ||||
Maharashtra, India | Bandra East, Mumbai 400 051 | Maharashtra, India | Maharashtra, India | Maharashtra, India | Mumbai 400 051 | Mumbai 400 013 | ||||
Tel: +91 22 4325 2183 | Maharashtra, India | Tel: +91 22 2217 1953 | Tel: +91 22 6630 3030/3262 | Tel: +91 22 46464728 | Maharashtra, India | Maharashtra, India | ||||
E-mail: ael.fpo@axiscap.in | Tel: +91 22 6138 9353 | E-mail: ael.fpo@idbicapital.com | E-mail: Ael.fpo@jmfl.com | E-mail:ael.fpo@iiflcap.com | Tel: +91 22 6883 6402 | Tel: +91 22 6164 8599 | ||||
Investor Grievance ID: | E-mail: ael.fpo@bobcaps.in | Investor Grievance ID: redressal@ | Investor Grievance ID: grievance. | Investor Grievance ID: ig.ib@ | Email: ael.fpo@mnclgroup.com | Email: ael.fpo@elaracapital.com | ||||
complaints@axiscap.in | Investor Grievance ID: | idbicapital.com | ibd@jmfl.com | iiflcap.com | Investor Grievance ID: mbd@ | Investor Grievance | ||||
Website: www.axiscapital.co.in | investorgrievance@bobcaps.in | Website: www.idbicapital.com | Website: www.jmfl.com | Website: www. iiflcap.com | mnclgroup.com | ID:mb.investorgrievances@elaracapit | ||||
Contact Person: Sagar Jatakiya | Website: www.bobcaps.in | Contact Person: Subodh Gandhi/ | Contact Person: Prachee Dhuri | Contact Person: Mukesh Garg/ | Website: www.mnclgroup.com | al.com | ||||
Website: www.elaracapital.com | ||||||||||
SEBI Registration Number: | Contact Person: Ninad Jape/ | Indrajit Bhagat | SEBI Registration Number: | Pawan Jain | Contact Person: Saahil | Contact Person: Astha Daga | ||||
INM000012029 | Nivedika Chavan | SEBI Registration Number: | INM000010361 | SEBI Registration Number: | Kinkhabwala / Ashok Devarajan | SEBI Registration Number: | ||||
SEBI Registration Number.: | INM000010866 | INM000010940 | SEBI Registration Number: | INM000011104 | ||||||
INM000009926 | INM000011013 | |||||||||
BID/OFFER PROGRAMME | ||||||||||
BID/OFFER OPENS ON* | January 27, 2023 | BID/OFFER CLOSES ON** | January 31, 2023 |
- Our Company in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
**UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date
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TABLE OF CONTENTS | |
SUMMARY OF THE OFFER DOCUMENT | 13 |
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA | 20 |
FORWARD-LOOKING STATEMENTS | 25 |
SECTION II: RISK FACTORS | 26 |
SECTION III: INTRODUCTION | 60 |
THE OFFER | 60 |
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION | 62 |
GENERAL INFORMATION | 69 |
CAPITAL STRUCTURE | 79 |
OBJECTS OF THE OFFER | 84 |
BASIS FOR OFFER PRICE | 123 |
STATEMENT OF SPECIAL TAX BENEFITS | 129 |
SECTION IV: ABOUT OUR COMPANY | 134 |
INDUSTRY OVERVIEW | 134 |
OUR BUSINESS | 171 |
KEY INDUSTRY REGULATIONS AND POLICIES | 213 |
HISTORY AND CERTAIN CORPORATE MATTERS | 228 |
OUR MANAGEMENT | 333 |
OUR PROMOTERS AND PROMOTER GROUP | 347 |
OUR GROUP COMPANIES | 350 |
DIVIDEND POLICY | 356 |
SECTION V: FINANCIAL INFORMATION | 357 |
CONSOLIDATED FINANCIAL INFORMATION | 357 |
OTHER FINANCIAL INFORMATION | 627 |
CAPITALISATION STATEMENT | 629 |
FINANCIAL INDEBTEDNESS | 630 |
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY | 633 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
............................................................................................................................................................................................... | 635 |
SECTION VI: LEGAL AND OTHER INFORMATION | 655 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 655 |
GOVERNMENT AND OTHER APPROVALS | 666 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 668 |
SECTION VII: OFFER INFORMATION | 689 |
TERMS OF THE OFFER | 689 |
OFFER STRUCTURE | 695 |
OFFER PROCEDURE | 698 |
SECTION VIII - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION | 715 |
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION | 715 |
SECTION IX: RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 722 |
SECTION X: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 723 |
DECLARATION | 727 |
(i)
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts, regulations, rules, directions, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts, regulations, rules, guidelines or policies as amended, updated, supplemented, re-enacted or modified, from time to time, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under such provision.
The words and expressions used in this Red Herring Prospectus, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, SEBI Listing Regulations, the Companies Act, 2013, the SCRA, and the Depositories Act and the rules and regulations made thereunder. Further, the Offer related terms used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined below). In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail.
The terms not defined herein but used in "Basis of Offer Price", "Statement of Special Tax Benefits", "Industry Overview", "Key Industry Regulations and Policies in India", "History and Certain Corporate Matters", "Our Group Companies", "Consolidated Financial Information", "Outstanding Litigation and Material Developments", "Offer Procedure" and "Description of Equity Shares and Terms of the Articles of Association" beginning on pages 123, 129, 134, 213, 228, 350, 357, 655, 698 and 715, respectively, shall have the meanings ascribed to such terms in these respective sections.
General Terms
Term | Description |
"our Company" or "the Issuer" or | Adani Enterprises Limited, a public limited company incorporated under the Companies Act, 1956 |
"the Company" | and having its Registered and Corporate Office at Adani Corporate House, Shantigram, Near Vaishno |
Devi Circle, S. G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India | |
"we" or "us" or "our" | Unless the context otherwise indicates or implies, our Company together with our Subsidiaries, on a |
consolidated basis as on the date of this Red Herring Prospectus |
Company Related Terms
Term | Description | ||
Adani group | Gautam S. Adani, Rajesh S. Adani, any person who is related to Gautam S. Adani or Rajesh S. Adani | ||
by blood, respective spouses of Gautam S. Adani and Rajesh S. Adani, or any person who is controlled | |||
by such persons, and any combination of those persons acting together, in addition to Adani | |||
Enterprises Limited, Adani Ports and Special Economic Zone Limited, Adani Power Limited, Adani | |||
Transmission Limited, Adani Green Energy Limited and Adani Total Gas Limited, along with their | |||
respective subsidiaries, joint ventures and associates and such other companies, firms and ventures | |||
promoted and/or owned by our Company. | |||
ANIL | Adani New Industries Limited | ||
"Articles of Association" or "AoA" | Articles of association of our Company, as amended | ||
Associates | Cleartrip Private Limited and Adani Power Resources Limited | ||
Audit Committee | Audit committee of our Board, constituted in accordance with the applicable provisions of the | ||
Companies Act, 2013, the SEBI Listing Regulations and as described in "Our Management - | |||
Committees of the Board" on page 341 | |||
"Auditors" or "Statutory Auditors" | M/s. Shah Dhandharia & Co LLP, Chartered Accountants, the statutory auditors of our Company | ||
"Board" or "Board of Directors" | Board of directors of our Company or a duly constituted committee thereof | ||
Executive Chairman | Executive chairman of our Company, Gautam S. Adani | ||
Chief Financial Officer | Chief financial officer of our Company, Jugeshinder Singh | ||
CRISIL | CRISIL Limited | ||
CRISIL Report | Report titled "Industry Report on Infrastructure, Utilities and Consumer Sectors" dated January, 2023, | ||
issued by CRISIL, which is exclusively prepared for the purpose of the Offer and is commissioned | |||
and paid for by our Company. CRISIL was appointed pursuant to an engagement letter dated January | |||
6, 2023. The CRISIL Report is available on the website of our Company at | |||
www.adanienterprises.com/investors/investor-downloads | |||
"Company | Secretary" | and | Company secretary and compliance officer of our Company, Jatin Jalundhwala |
"Compliance Officer" | |||
Consolidated Financial Information | Unaudited special purpose condensed interim consolidated financial information as at and for the six | ||
months ended September 30, 2022 ("Unaudited Special Purpose Condensed Interim Consolidated | |||
Financial Information") and consolidated financial information of our Company as at and for the | |||
financial years ended March 31, 2022, March 31, 2021 and March 31, 2020 (consolidated financial | |||
information of our Company as at and for the financial years ended March 31, 2022, March 31, 2021 | |||
and March 31, 2020 referred to as "Audited Financial Information") comprising condensed interim | |||
consolidated balance sheet as at September 30, 2022, the condensed interim consolidated statement of | |||
profit and loss (including other comprehensive income) for the six months ended September 30, 2022, | |||
the condensed interim consolidated statement of cash flows for the six months ended September 30, | |||
2022 and audited consolidated statement of assets and liabilities as at March 31, 2022, March 31, 2021 | |||
and March 31, 2020 and the audited consolidated financial statements as at March 31, 2022, March | |||
2 |
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Adani Enterprises Ltd. published this content on 20 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 February 2023 22:57:07 UTC.