Apollo Micro Systems..

340 Pages·2017·5.68 MB·English

by  Viplaw K

Draft Red Herring Prospectus
Dated: September 23, 2017
(This Draft Red Herring Prospectus will be updated upon filing
with the RoC)
Please read Section 32 of the Companies Act, 2013
Book Built Offer
APOLLO MICRO SYSTEMS LIMITED
Our Company was incorporated as “Apollo Micro Systems Private Limited” on March 3, 1997 in Hyderabad as a private limited company, under the Companies Act, 1956 and was granted a certificate
of incorporation issued by the Registrar of Companies, Andhra Pradesh at Hyderabad. Our Company became a public limited company with effect from April 1, 2017 and a fresh certificate of
incorporation consequent upon conversion was issued by Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad. For details in connection with the change in the registered office of
our Company, refer to the chapter “History and Certain Corporate Matters” on page 137 of this Draft Red Herring Prospectus.
Registered Office: Plot No 128/A, Road No. 12, BEL Road, IDA Mallapur, Uppal Mandal, Hyderabad– 500 076, Telangana, India
Contact Person: Mr. Vitta Chaitanya Siva Shankar, Company Secretary and Compliance Officer;
Telephone: [phone] – 99; Facsimile: [phone];
E-mail: [email protected]; Website: www.apollo-micro.com; Corporate Identity Number: U72200TG1997PLC026556
OUR PROMOTER: MR. KARUNAKAR REDDY BADDAM
PUBLIC ISSUE OF [] EQUITY SHARES OF FACE VALUE OF `10 EACH (“EQUITY SHARES”) OF APOLLO MICRO SYSTEMS LIMITED (OUR “COMPANY” OR “ISSUER”)
FOR CASH AT A PRICE OF `[]* PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF `[]* PER EQUITY SHARE, AGGREGATING UP TO `15,600.00 LACS (THE
“ISSUE”). THE ISSUE AND THE NET ISSUE SHALL CONSTITUTE []% AND []%, RESPECTIVELYOF THE FULLY DILUTED POST-ISSUE PAID UP EQUITY SHARE
CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS `10 EACH. THE EMPLOYEE RESERVATION PORTION, IF ANY, SHALL NOT EXCEED 5%
OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE ISSUE WILL COMPRISE THE NET ISSUE (DEFINED BELOW) OF UP TO [] EQUITY
SHARES AND THE EMPLOYEE RESERVATION PORTION OF UP TO [] EQUITY SHARES.
THE ISSUE PRICE IS [] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, THE RETAIL DISCOUNT, THE EMPLOYEE DISCOUNT, AS APPLICABLE
AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE
ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [], ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER [] AND THE [] EDITION OF
THE TELUGU NEWSPAPER, [] (TELUGU BEING THE REGIONAL LANGUAGE OF TELANGANA, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH
WIDE CIRCULATION, AT LEAST FIVE 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 WEBSITES.
*A discount of up to []% (equivalent to up to `[]) on the Issue Price may be offered to Retail Individual Investors (“Retail Discount”) and to Eligible Employees (defined below) Bidding in
the Employee Reservation Portion (if any) (“Employee Discount”)
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, 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 website of the BRLM and at the terminals of the members of the Syndicate.
Pursuant to Rule 19(2) (b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), this Issue is being made for at least 25% of the post-Issue paid-up Equity Share
capital of our Company. The Issue is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009, as amended (the “SEBI ICDR Regulations”), through the Book Building Process wherein 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers
(“QIBs”), provided that our Company in consultation with the BRLM may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be
reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price, in accordance with the SEBI ICDR
Regulations. 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 Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net 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. Further, up to [] Equity Shares may be
offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, conditional upon valid Bids being received from them at or
above the Issue Price. All potential investors, 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 which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) to participate in the Issue. Anchor Investors are not permitted to participate in the
Anchor Investor Portion through the ASBA process. Specific attention of investors is invited to the chapter titled “Issue Procedure” on page 261 of this Draft Red Herring Prospectus.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first issue of the Issuer, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 each and the Floor Price is [] times of
the face value and the Cap Price is [] times of the face value. The Issue Price (as determined and justified by our Company in consultation with the BRLM), as stated in the chapter titled “Basis
for Issue Price” on page 91 of this Draft Red Herring Prospectus should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance
can be given regarding an active and/or sustained trading in the Equity Shares 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 entire
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 this 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 the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk
Factors” on page 19 of this Draft Red Herring Prospectus.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this
Issue, which is material in the context of this 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
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received ‘In-principle’ approval from BSE and NSE for the
listing of the Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be []. A copy of the Red Herring Prospectus and
the Prospectus shall be delivered for registration to the Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad in accordance with Section 26(4) of the Companies Act, 2013. For
details of the material contracts which were made available for inspection from the date of the Red Herring Prospectus up to Bid/ Issue Closing Date, see “Material Contracts and Documents for
Inspection” on page 337 of this Draft Red Herring Prospectus.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
ARYAMAN FINANCIAL SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED
60, Khatau Building, Alkesh Dinesh Modi Marg, 1st Floor, Bharat Tin Works Building,
Fort, Mumbai – 400 001, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (East)
Maharashtra, India Mumbai – 400 059, Maharashtra, India
Tel No.: +91 – 22 – 6216 6999 Tel No.: +91 – 22 – 62638200
Fax No.: +91 – 22 – 2263 0434 Fax No.: +91 – 22 – 62638299
Email: [email protected] Email: [email protected];
Website: www.afsl.co.in Website: www.bigshareonline.com
Investor Grievance Email: [email protected] Investor Grievance Email: [email protected];
Contact Person: Mr. Deepak Biyani Contact Person: Mr. Ashok Shetty
SEBI Registration No. INM000011344 SEBI Registration No.: INR000001385
BID / ISSUE PROGRAMME
BID/ISSUE OPENING DATE* : [] BID/ISSUE CLOSING DATE**: []
*Our Company may in consultation with the BRLM, 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.
** Our Company may in consultation with the BRLM consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR
Regulations.
TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................................. 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY
OF PRESENTATION ........................................................................................................................................................ 16
FORWARD – LOOKING STATEMENTS ....................................................................................................................... 18

SECTION II – RISK FACTORS .................................................................................................................................... 19

SECTION III – INTRODUCTION ................................................................................................................................. 45
SUMMARY OF INDUSTRY ............................................................................................................................................ 45
SUMMARY OF BUSINESS .............................................................................................................................................. 55
SUMMARY FINANCIAL INFORMATION .................................................................................................................... 61
THE ISSUE ........................................................................................................................................................................ 66
GENERAL INFORMATION ............................................................................................................................................. 68
CAPITAL STRUCTURE ................................................................................................................................................... 74

SECTION IV – PARTICULARS OF THE ISSUE ........................................................................................................ 85
OBJECTS OF THE ISSUE ................................................................................................................................................ 85
BASIS FOR ISSUE PRICE ................................................................................................................................................ 91

SECTION V – ABOUT THE COMPANY ..................................................................................................................... 96
INDUSTRY OVERVIEW .................................................................................................................................................. 96
OUR BUSINESS .............................................................................................................................................................. 116
KEY REGULATIONS AND POLICIES ......................................................................................................................... 132
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 137
OUR MANAGEMENT .................................................................................................................................................... 141
OUR PROMOTER AND PROMOTER GROUP ............................................................................................................ 155
OUR GROUP ENTITIES ................................................................................................................................................. 157
RELATED PARTY TRANSACTIONS ........................................................................................................................... 160
DIVIDEND POLICY ....................................................................................................................................................... 161

SECTION VI – FINANCIAL INFORMATION .......................................................................................................... 162
FINANCIAL STATEMENTS .......................................................................................................................................... 162
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION ................................................................................................................................................................... 207
FINANCIAL INDEBTEDNESS ...................................................................................................................................... 222
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS .................................... 228

SECTION VII – LEGAL AND OTHER INFORMATION ........................................................................................ 233
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 233
GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 236
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 238

SECTION VIII – ISSUE RELATED INFORMATION ............................................................................................. 250
TERMS OF THE ISSUE .................................................................................................................................................. 250
ISSUE STRUCTURE ....................................................................................................................................................... 256
ISSUE PROCEDURE ...................................................................................................................................................... 261

SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................................................. 314

SECTION X – OTHER INFORMATION ................................................................................................................... 337
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 337
DECLARATION .............................................................................................................................................................. 339

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SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft 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, rule,
guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented
or re-enacted from time to time.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the
SCRA, the Depositories Act or the rules and regulations made there under. If there is any inconsistency between the
definitions given below and the definitions contained in the General Information Document (defined hereinafter),
the following definitions shall prevail.

General Terms

Term Description
“we”, “our”, “the Apollo Micro Systems Limited, a company incorporated under the Companies Act,
Company”, “our Company”, 1956, having its registered office at Plot No 128/A, Road No. 12, BEL Road, IDA
“the Issuer” or “Apollo” Mallapur, Uppal Mandal, Hyderabad, Telangana 500 076, India.

Company Related Terms

Term Description
“Articles” or “Articles of The Articles of Association of our Company, as amended.
Association” or “AoA”
Audit Committee The committee of the Board of Directors as described in the chapter “Our
Management” on page 141 of this Draft Red Herring Prospectus.
“Auditor” or “Statutory The statutory auditors of our Company, being M/s. S. T. Mohite & Co., Chartered
Auditor” Accountants.
“Board” or “Board of The Board of Directors of our Company, as duly constituted from time to time
Directors” or “our Board” including any committees thereof.
CCDs 10,00,000 unrated, unlisted, unsecured, compulsorily convertible debentures of ₹
200 each, issued by our Company and our Promoter to OHM Commodity Broker
Private Limited and OHM Equity Solution India Private Limited, which will be
converted in the Equity Shares prior to filing the Red Herring Prospectus
CSR Committee The corporate social responsibility committee of our Board, as described in the
chapter “Our Management” on page 141 of this Draft Red Herring Prospectus.
Director(s) Unless the context requires otherwise, the director(s) of our Company
Equity Shares Equity shares of our Company of ₹ 10 each, fully paid up
IPO Committee The committee constituted by our Board for the Issue, as described in the chapter
“Our Management” on page 141 of this Draft Red Herring Prospectus.
“Key Managerial Personnel” The personnel listed as key managerial personnel in the chapter “Our Management”
or KMP on page 141 of this Draft Red Herring Prospectus.
“Memorandum” or The Memorandum of Association of our Company, as amended.
“Memorandum of
Association” or “MoA”
Nomination and The nomination and remuneration committee of our Board, as described in the
Remuneration Committee chapter “Our Management” on page 141 of this Draft Red Herring Prospectus.
Promoter Karunakar Reddy Baddam
Promoter Group The persons and entities constituting our promoter group pursuant to Regulation
2(1) (zb) of the SEBI ICDR Regulations.
Registered Office Plot No 128/A, Road No. 12, BEL Road, IDA Mallapur, Uppal Mandal, Hyderabad,
500 076, Telangana, India
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Term Description
Registrar of Companies / Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad
RoC
Restated Financial The audited financial statements of our Company as of and for the fiscal years
Statements ended March 31, 2013, March 31, 2014, March 31, 2015, March 31, 2016 and
March 31, 2017 and the related notes, schedules and annexures thereto, prepared in
accordance with applicable provisions of the Companies Act, and restated in
accordance with the SEBI ICDR Regulations.
Shareholders Shareholders of the Company
Stakeholders’ Relationship The stakeholders’ relationship Committee of our Board, as described in the chapter
Committee “Our Management” on page 141 of the Draft Red Herring Prospectus.

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 ASBA Form
“Allot” or “Allotment” or The allotment of Equity Shares pursuant to the Issue
“Allotted”
Allotment Advice The note or advice or intimation of Allotment of the Equity Shares 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 Allotment is made.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who
has Bid for an amount of at least ₹ 1,000 lacs.
Anchor Investor Bid / Issue The day, one Working Day prior to the Bid/Issue Opening Date, on which Bids by
Period Anchor Investors shall be submitted and allocation to Anchor Investor shall be
completed
Anchor Investor Issue Price The price at which Allotment will be made to Anchor Investors in terms of the Red
Herring Prospectus and Prospectus, which price will be equal to or higher than the
Issue Price but not higher than the Cap Price, which will be decided by our
Company in consultation with the BRLM
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Form and which will be considered as an application for Allotment in terms of the Red
Herring Prospectus and the Prospectus.
Anchor Investor Portion Up to 60% of the QIB Portion which, may be allocated by our Company in
consultation with the BRLM, to Anchor Investors, on a discretionary basis. One
third of the Anchor Investor Portion is reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Issue Price
Anchor Investor Pay-in Date The Anchor Investor Bidding Date and in the event the Anchor Investor Allocation
Price is lower than the Issue Price, not later than two Working Days after the Bid /
Issue Closing Date.
“ASBA” or “Application An application, whether physical or electronic, used compulsorily by all the
Supported by Blocked Bidders (except Anchor Investors) authorizing the SCSBs to block the Bid Amount
Amount” in their specified bank account maintained with the SCSB.
ASBA Account Account maintained with an SCSB which will be blocked by such SCSB to the
extent of the Bid Amount of the ASBA Bidder/ Applicant.
ASBA Bidder A Bidder, other than Anchor Investors in this Issue, who Bids through ASBA
process.
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 the Red Herring
Prospectus and the Prospectus.
Bankers to the Issue/Escrow Banks which are clearing members and registered with SEBI as banker to an issue
Collection Bank(s) with whom the Escrow Account will be opened, in this case being [●].
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Term Description
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under the
Issue and which is described in the chapter “Issue Procedure” on page 261 of this
Draft Red Herring Prospectus.
Bid An indication to make an offer during the Bidding Period by a Bidder (other than
an Anchor Investor), or on the Anchor Investor Bid/Issue Period by an Anchor
Investor, to subscribe or purchase the Equity Shares of our Company at a price
within the Price Band, including all revisions and modifications thereto as
permissible under the SEBI ICDR Regulations and in terms of the Red Herring
Prospectus and the Bid cum Application Form.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid-cum-Application Form, including an Anchor
Investor unless stated or implied otherwise
Bidding The process of making a Bid.
Bid Amount The highest value of optional Bids indicated in the Bid-cum-Application Form and
payable by the Bidder/blocked in the ASBA Account on submission of a Bid in the
Issue, less the Retail Discount and the Employee Discount, if applicable.
Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and which
will be considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus.
Bidding Centre Broker centres notified by the Stock Exchanges, where Bidders can submit the Bid
cum Application Forms i.e., Designated Branches of SCSBs, Specified Locations
for members of the Syndicate, Broker Centres for Registered Brokers, Designated
RTA Locations for RTAs and Designated CDP Locations for CDPs.
Bid Lot [●] Equity Shares.
Bid Price The prices indicated against each optional Bid in the Bid cum Application Form.
Bid / Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Syndicate, the Designated Branches and the Registered Brokers will not
accept any Bids, and which shall be notified in all editions of the English national
newspaper [●], all editions of the Hindi national newspaper [●] and the [●] edition
of the Telugu newspaper [●] (Telugu being the regional language of Telangana,
where the Registered Office of our Company is situated), each with wide
circulation and in case of any revision, the extended Bid Closing Date also to be
notified on the website and terminals of the Syndicate and SCSBs, as required
under the SEBI ICDR Regulations. Our Company in consultation with the BRLM,
may decide to close the Bidding by QIBs one Working Day prior to the Bid/Issue
Closing Date, which shall also be notified in an advertisement in the same
newspapers in which the Bid/Issue Opening Date was published.
Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Syndicate, the Designated Branches and the Registered Brokers shall
start accepting Bids, and which shall be notified in all editions of the English
national newspaper [●], all editions of the Hindi national newspaper [●] and the [●]
edition of the Telugu newspaper [●] (Telugu being the regional language of
Telangana, where the Registered Office of our Company is situated), each having
wide circulation and in case of any revision, the extended Bid / Issue Opening Date
also to be notified on the website and terminals of the Syndicate Members.
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 such date and the Bid Opening
Date) during which prospective Bidders, other than Anchor Investors, can submit
their Bids, inclusive of any revision thereof. Provided however that the Bidding
shall be kept open for a minimum of three Working Days for all categories of
Bidders, other than Anchor Investors.

Our Company in consultation with the BRLM, may decide to close Bidding by
QIBs one day prior to the Bid Closing Date which shall also be notified in an
4
Term Description
advertisement in same newspapers in which the Bid Opening Date was published.
Bid Lot [●] Equity Shares
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid-cum-Application Form, including an Anchor
Investor unless stated or implied otherwise
Bidding The process of making a Bid.
Bid Amount The highest value of optional Bids indicated in the Bid-cum-Application Form and
payable by the Bidder/blocked in the ASBA Account on submission of a Bid in the
Issue, less discount to Retail Individual Bidders, if applicable.
Bidding Centre Broker centres notified by the Stock Exchanges, where Bidders can submit the Bid
cum Application Forms i.e., Designated Branches of SCSBs, Specified Locations
for members of the Syndicate, Broker Centres for Registered Brokers, Designated
RTA Locations for RTAs and Designated CDP Locations for CDPs.
Book Building The book building route as provided under Schedule XI of the SEBI ICDR
Process/Method Regulations in terms of which the Issue is being made.
Book Running Lead Book running lead manager to this Issue, being Aryaman Financial Services
Manager or BRLM Limited.
Broker Centre Broker centres notified by the Stock Exchanges, where Bidders can submit the Bid
cum Application Forms to a Registered Broker. The details of such Broker Centres,
along with the names and contact details of the Registered Brokers are available on
the websites of the Stock Exchanges.
CAN/Confirmation of The note or advice or intimation sent to each successful Bidder/Applicant
Allotment Note indicating the Equity Shares which may be Allotted, after approval of Basis of
Allotment by the Designated Stock Exchange
Cap Price The higher end of the Price Band and any revisions thereof, above which the Issue
Price will not be finalized and above which no Bids will be accepted.
Client ID Client identification number maintained with one of the Depositories in relation to
demat account.
CDP or Collecting A depository participant as defined under the Depositories Act, 1996, registered
Depository Participant 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.
Cut-Off Price Issue Price, as finalized by our Company in consultation with the BRLM. Only
Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-
Institutional Bidders are not entitled to Bid at the Cut-off Price.
Depository NSDL and CDSL or any other depository registered with the SEBI under Securities
and Exchange Board of India (Depositories and Participants) Regulations, 1996 as
amended from time to time read with the Depositories Act, 1996.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant or A depository participant registered with the SEBI under the Depositories Act.
DP
Designated Branches Such branches of the SCSBs, which shall collect the Bid cum Application Form
from ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries 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 (at www.bseindia.com and
www.nseindia.com, respectively) as updated from time to time.
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the
Escrow Account, or the amounts blocked by the SCSBs are transferred from the
ASBA Accounts, as the case may be, to the Public Issue Account or the Refund
Account, as appropriate, or the amount blocked by the SCSB is transferred from
5
Term Description
the bank account of the ASBA Bidder to the Public Issue Account, as the case may
be, after the Prospectus is filed with RoC, following which the Board of Directors
shall Allot the Equity Shares to successful Bidders in the Issue.
Designated Collectively, the Syndicate, Sub-Syndicate Members/ agents, SCSBs, Registered
Intermediary(ies) Brokers, CDPs and RTAs, who are authorised to collect ASBA Forms from the
ASBA Bidders in theIssue.
Designated Stock Exchange [●]
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 at www.bseindia.com and www.nseindia.com,
respectively.
Draft Red Herring This draft red herring prospectus datedSeptember 23, 2017 prepared and issued by
Prospectus or DRHP our Company in accordance with the SEBI ICDR Regulations filed with SEBI.
Eligible Employee A permanent and full time employee of our Company (excluding such employees
who are not eligible to invest in the Issue under applicable laws, rules, regulations
and guidelines and the Promoter and his immediate relatives) as of the date of
registration of the Red Herring Prospectus with the RoC and who continues to be
an employee of our Company, as the case may be, until the submission of the
ASBA Form and who is an Indian national, and is based, working and present in
India as on the date of submission of the ASBA Form.

An employee of our Company, who is recruited against a regular vacancy but is on
probation as on the date of submission of the ASBA Form will also be deemed a
“permanent and a full time employee”.
Eligible NRIs NRIs from such a jurisdiction outside India where it is not unlawful to make an
offer or invitation under this Issue and in relation to whom the Red Herring
Prospectus constitutes an invitation to subscribe to or purchase the Equity Shares.
Eligible QFIs Qualified Foreign Investors from such jurisdictions outside India where it is not
unlawful to make an invitation under the Issue and in relation to whom the Red
Herring Prospectus constitutes an invitation to subscribe to or purchase the Equity
Shares issued thereby, and who have opened dematerialized accounts with SEBI
registered qualified depositary participants, and are deemed as FPIs under the SEBI
FPI Regulations
Employee Discount Discount of [●]% (equivalent of ₹ [●]) to the Issue Price which may be given to
Eligible Employees bidding in the Employee Reservation Portion
Employee Reservation Portion of the Issue being [●] Equity Shares aggregating up to ₹ [●] lacs available
Portion for allocation to Eligible Employees, on a proportionate basis, not exceeding [●] %
of our post – Issue paid – up Equity Share capital. Up to [●] Equity Shares may be
reserved for allocation and Allotment on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion. The Employee
Reservation Portion, if any, shall not exceed 5% of the post – Issue capital of our
Company, subject to the Net Issue constituting at least 25% of the post – Issue paid
– up Equity Share capital of our Company.
Escrow Account(s) Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect of the
Bid Amount when submitting a Bid.
Escrow Agreement The agreement dated [●] to be entered among our Company, the Registrar to the
Issue, the Escrow Collection Bank(s), Refund Bank(s), the BRLM and the
Syndicate Members for the collection of Bid Amounts and where applicable, for
remitting refunds, if any, to the Bidders (excluding the ASBA Bidders) on the
terms and conditions thereof.
First Bidder Bidder whose name appears first in the Bid cum Application Form in case of a joint
bid and whose name shall also appear as the first holder of the beneficiary account
6
Term Description
held in joint names or any revisions thereof.
Floor Price The lower end of the Price Band, and any revisions thereof, below which the Issue
Price will not be finalized and below which no Bids will be accepted and which
shall not be less than the face value of the Equity Shares
Issue The issue of [●] Equity Shares aggregating up to ₹ 15,600 lacs offered by our
Company for subscription pursuant to the terms of this Draft Red Herring
Prospectus. If the Employee Reservation Portion is offered, the Issue will comprise
of the Net Issue and the Employee Reservation Portion.
General Information The General Information Document for investing in public issues prepared and
Document/GID issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23,
2013, notified by SEBI, suitably modified and updated pursuant to, inter alia, the
circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by SEBI and
included in the chapter “Issue Procedure” on page 261 of this Draft Red Herring
Prospectus.
Issue Agreement The agreement dated September 1, 2017 entered into between our Company and
the BRLM, pursuant to which certain arrangements are agreed to in relation to the
Issue.
Issue Expense Expenses in connection with the Issue (including the listing fees).
Issue Price The price (net of Retail Discount and Employee Discount, if applicable), as
determined by our Company in consultation with the BRLM on the Pricing Date, at
which the Equity Shares will be issued and Allotted/transferred in terms of the Red
Herring Prospectus Unless otherwise stated or the context otherwise implies, the
term Issue Price refers to the Issue Price applicable to investors other than Anchor
Investors.
Issue Proceeds The proceeds of this Issue available to our Company.
Listing Agreement The listing agreement(s) to be entered into by our Company with 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.
Monitoring Agency [●]
Monitoring Agency The agreement dated [●] entered between our Company and [●]
Agreement
Mutual Fund Portion [●] Equity Shares or 5% of the Net QIB Portion (excluding the Anchor Investor
Portion), available for allocation to Mutual Funds only.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
Net Issue The Issue less the Employee Reservation Portion, if any
Net Proceeds The proceeds of the Issue less our Company’s share of the Issue related expenses.
Net QIB Portion QIB Portion less the Anchor Investor Portion.
Non-Institutional Bidders All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders
and who have Bid for Equity Shares for a cumulative amount more than ₹ 200,000.
(but not including NRIs other than Eligible NRIs, QFIs other than Eligible QFIs
and Eligible Employees Bidding in the Employee Reservation Portion (if any))
Non-Institutional Portion / The portion of the Net Issue being not less than 15% of the Net Issue consisting of
Non-Institutional Category [●] Equity Shares, available for allocation on a proportionate basis to Non-
Institutional Bidders subject to valid bids received at or above the Issue Price.
Price Band Price band between the Floor Price and Cap Price (both included), including any
revisions thereof. The Price Band and the minimum Bid lot size for the Issue will
be decided by our Company in consultation with the BRLM and advertised in all
editions of the English national newspaper [●], all editions of the Hindi national
newspaper [●] and the [●] edition of the Telugu newspaper [●] (Telugu being the
regional language of Telangana, where the Registered Office of our Company is
7
Term Description
situated) each with wide circulation at least five Working Days prior to the
Bid/Issue Opening Date and all such advertisement(s) shall be available on the
websites of the Stock Exchanges
Pricing Date The date on which the Issue Price is finalised by our Company, in consultation with
the BRLM.
Prospectus The prospectus of our Company to be filed with the RoC for this Issue after the
Pricing Date, with the provisions of 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.
Public Issue Account The bank account opened with the Bankers to the Issue by our Company under
Section 40 (3) of the Companies Act, 2013 to receive money from the Escrow
Accounts on the Designated Date, and into which the funds shall be transferred by
the SCSBs from the ASBA Accounts.
QIBs or Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of the SEBI
Institutional Buyers ICDR Regulations.
QIB Portion /QIB Category The portion of the Issue (including the Anchor Investor Portion) being [●] Equity
Shares which shall be available for allocation to QIBs (including the Anchor
Investor Portion).
Red Herring Prospectus or The red herring prospectus to be issued in accordance with Section 32 of the
RHP Companies Act, 2013 and the SEBI ICDR Regulations, which will not have
complete particulars of the price at which the Equity Shares shall be offered and the
size of the Issue. The Red Herring Prospectus will be filed with the RoC at least
three Working Days before the Bid/Issue Opening Date and will become the
Prospectus upon filing with the RoC after the Pricing Date.
Refund Account(s) The account(s) opened by our Company, from which refunds of the whole or part
of the Bid Amount (excluding the ASBA Bidders), shall be made.
Refunds through electronic Refunds through NECS, NEFT, direct credit or RTGS, as applicable.
transfer of funds
Refund Banks Escrow Collection Banks with whom Refund Accounts will be opened and from
which a refund of the whole or part of the Bid Amount, if any, shall be made, in
this case being, [●]
Registrar Agreement The agreement datedSeptember 1, 2017, entered between our Company and the
Registrar to the Issue, in relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue.
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of
India (Stock Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges
having nationwide terminals, other than the Members of the Syndicate and having
terminals at any of the Broker Centres and eligible to procure Bids in terms of
Circular No. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI.
RTAs or Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure
Transfer Agents Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Registrar or Registrar to the Bigshare Services Private Limited
Issue
Retail Individual Bidders / Bidders (including HUFs applying through their karta, Eligible NRIs and Resident
RIB(s) Retail Individual Bidders) whose Bid Amount for Equity Shares in the Net Issue is
not more than ₹ 200,000 in any of the Bidding options in the Net Issue.
Retail Discount A discount of up to [●]% (equivalent of up to ₹ [●]) on the Issue Price, which may
be offered to Retail Individual Investors
Retail Portion The portion of the Net Issue being not less than 35% of the Net Issue, consisting of
[●] Equity Shares, available for allocation on a proportionate basis to Retail
Individual Bidders.
Revision Form The form used by the Bidders, including ASBA Bidders, to modify the quantity of
8
Term Description
Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any
previous Revision Form(s).

QIB Bidders and Non-Institutional Investors 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 and Eligible Employees Bidding in the Employee
Reservation Portion (if any) can revise their Bids during the Bid/ Issue Period and
withdraw their Bids until the Bid/ Issue Closing Date
SEBI (Alternative Securities and Exchange Board of India (Alternative Investment Funds)
Investment Funds) Regulations, 2012.
Regulations/SEBI AIF
Regulations
Self Certified Syndicate The banks which are registered with SEBI under the Securities and Exchange
Banks or SCSBs Board of India (Bankers to an Issue) Regulations, 1994 and offer services in
relation to ASBA a list of which is available on website of SEBI
(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised Intermediaries)
and updated from time to time
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms, a list
of which is available on the website of the SEBI
(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised Intermediaries)
and updated from time to time
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLM and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Stock Exchanges The BSE and the NSE.
Syndicate Agreement The agreement dated [●] to be entered into amongst the members of the Syndicate,
our Company and the Registrar to the Issue in relation to the collection of Bids in
the Issue (other than Bids directly submitted to the SCSBs under the ASBA process
or to Registered Brokers at the Broker Centres)
Syndicate ASBA Bidders ASBA Bidders submitting their Bids through the members of the Syndicate or Sub-
Syndicate Members at the Syndicate ASBA Centres.
Syndicate ASBA Branches Branches of SCSBs in the Syndicate ASBA Bidding Centres, which would accept
the Bid cum Application Forms from the Syndicate ASBA Members.
Syndicate ASBA Members Those members of the Syndicate who can procure Bid cum Application Forms (in
relation to ASBA).
Syndicate Members An Intermediary registered with the SEBI to act as a syndicate member and who
are permitted to carry out activities as an underwriter, namely [●]
Syndicate / members of the The BRLM and the Syndicate Members
Syndicate
Underwriters The BRLM and the Syndicate Members.
Underwriting Agreement The agreement to be entered into between the Underwriters and our Company on or
after the Pricing Date.
Wilful Defaulter A company or a person categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the Reserve Bank of India and includes any company whose
director or promoter is categorised as such.
Working Days All days, other than second and fourth Saturday of the month, Sunday or a public
holiday, on which commercial banks in Mumbai are open for business; provided
however, with reference to the time period between (a) announcement of Price
Band and the Bid/Issue Closing Date, “Working Day” shall mean all days,
excluding all Saturdays, Sundays or a public holiday, on which commercial banks
in Mumbai are open for business; and (b) 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
SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016.
9