arihant institute limited

343 Pages·2017·3.85 MB·English

DRAFT PROSPECTUS
Dated: February 21, 2018
Please read Section 26 & 32 of the
Companies Act, 2013
100 % Fixed Price Issue
ARIHANT INSTITUTE LIMITED
(Formerly known as Arihant Institute Private Limited) Corporate Identity Number: U80301GJ2007PLC050413
Our Company was originally incorporated on March 30, 2007 as “Arihant Institute Private Limited” vide Registration no. 050413 (CIN:
U80301GJ2007PTC050413) under the provisions of the Companies Act, 1956 with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli. Later, our
Company was converted into Public Limited Company and consequently the name of our Company was changed from “Arihant Institute Private Limited” to
“Arihant Institute Limited” vide Special resolution passed by the Shareholders at the Extra Ordinary General Meeting held on January 22, 2018 and a fresh
certificate of incorporation dated February 01, 2018 issued by the Registrar of Companies, Gujarat, Ahmedabad. For details of the changes in our Name and
Registered Office, please see section titled “History and Certain Corporate Matters” on page 158 of this Draft Prospectus.

Registered Office: 2, Navinpark Society, Near. Muncipal School No.4, Sardar Patel Colony Road, Naranpura, Ahmedabad - 380 013, Gujarat, India.
Contact Person: Mrs. Falguni Dhrumil Shah (Company Secretary & Compliance officer) Tel No: 079- 27683113 ,
E-mail: [email protected] Website: www.arihantinstitute.com
Promoter of our Company: Mr. Sandip Vinodray Kamdar, Mr. Vinodray Keshavlal Kamdar, Mrs. Maduben Vinodray Kamdar and Mrs. Anjali Sandipbhai
Kamdar.
THE ISSUE
PUBLIC ISSUE OF 25,00,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH OF ARIHANT INSTITUTE LIMITED (“OUR COMPANY” OR “THE
ISSUER”) FOR CASH AT A PRICE OF RS. 30/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 20/- PER EQUITY SHARE) (“ISSUE PRICE”)
AGGREGATING TO Rs.750 LAKHS (“THE ISSUE”), OF WHICH 1,32,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR A CASH PRICE OF RS.
RS. 30/- PER EQUITY SHARE, AGGREGATING TO RS. 39.60 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER
RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 23,68,000 EQUITY SHARES OF FACE
VALUE OF RS. 10/- EACH AT AN ISSUE PRICE OF RS. 30/-PER EQUITY SHARE AGGREGATING TO RS. 710.40 LAKHS IS HEREINAFTER REFERRED TO
AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.58% AND 25.18%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY
SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED “TERMS OF THE ISSUE” BEGINNING ON PAGE
253 OF THIS DRAFT PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE IS RS. 30/-. THE ISSUE PRICE IS 3 TIMES OF THE FACE VALUE.
THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE “SEBI ICDR REGULATIONS”), AS AMENDED. THIS ISSUE IS A FIXED PRICE ISSUE AND
ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 43(4) OF THE SEBI (ICDR) REGULATIONS, 2009, AS
AMENDED. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED “ISSUE PROCEDURE” BEGINNING ON PAGE 263 OF THIS DRAFT
PROSPECTUS.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential Investors shall participate in the Issue only through an Application Supported by Blocked Amount
("ASBA") process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. For further details, please refer to
section titled "Issue Procedure" beginning on page no. 263 of this Draft Prospectus.
The Copy Of This Prospectus Has Been Delivered For Registration To The Registrar Of Companies As Required Under Section 26 Of Companies Act, 2013
ELIGIBLE INVESTORS
For details in relation to Eligible Investors, please refer to section titled “Issue Procedure” beginning on page 263 of this Draft Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares
of the Company is `10.00 per equity share and the Issue Price is 3 times of the face value. The Issue Price (has been determined and justified by our Company in consultation with
the Lead Manager as stated under the paragraph „Basis for Issue Price‟ on page 100 of this Draft Prospectus) 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 our Company or regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing
their investment. Investors are advised to read the “Risk Factors” carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely
on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the
Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Prospectus. Specific attention of the investors is invited to the
section titled ‘Risk Factors’ beginning on page 19 of this Draft Prospectus.
ISSUER‟S ABSOLUTE RESPONSIBILITY
The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 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 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 this Draft Prospectus are proposed to be listed on the SME Platform of Bombay Stock Exchange of India Limited (“BSE” i.e. “BSE SME
PLATFORM”). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended, we are not required to obtain an in-principle listing approval for the shares being
offered in this issue. However, our Company has received an in-principle approval letter dated [●] from BSE Limited for using its name in this offer document for listing of our
shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

KARVY COMPUTERSHARE PRIVATE LIMITED
MONARCH NETWORTH CAPITAL LIMITED, Address: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Address - Monarch House, Opp., Ishwar Bhuvan, Commerce Six Road, Navrangpura, Nanakramguda, Hyderabad 500 032 India
Ahmedabad - 380009. Tel. No. – 079 – 6600 0754/ 2666 6754 Tel. No.: 040-67162222 Fax No.: [phone]
Website: https://www.mnclgroup.com/ Email: [email protected] E-mail: [email protected]
Investor Grievance Email: [email protected] Investor Grievance Email: [email protected]
Contact Person: Mr. Shivam Patel SEBI Regn. No. MB/ INM000011013 Website: www.karisma.karvy.com
Contact Person: Mr. M Murali Krishna SEBI Registration No.: INR000000221
ISSUE PROGRAMME
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
Contents
SECTION I – GENERAL ............................................................................................................ 2
DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF FINANCIAL PRESENTATION ............................................................................................. 15
FORWARD LOOKING STATEMENT ........................................................................................................... 17
SECTION II – RISK FACTORS ................................................................................................ 19
SECTION III – INTRODUCTION ............................................................................................. 37
SUMMARY OF INDUSTRY .............................................................................................................................. 37
SUMMARY OF BUSINESS ................................................................................................................................ 41
SUMMARY OF FINACIALS .............................................................................................................................. 44
THE ISSUE .......................................................................................................................................................... 48
GENERAL INFORMATION ............................................................................................................................... 49
CAPITAL STRUCTURE ..................................................................................................................................... 58
SECTION-IV PARTICULARS OF THE ISSUE ......................................................................... 87
OBJECTS OF THE ISSUE .................................................................................................................................. 87
BASIC TERMS OF THE ISSUE ......................................................................................................................... 95
BASIS FOR ISSUE PRICE ................................................................................................................................ 100
STATEMENT OF TAX BENEFITS .................................................................................................................. 103
SECTION V – ABOUT THE ISSUER COMPANY ................................................................... 113
INDUSTRY OVERVIEW .................................................................................................................................. 113
BUSINESS OVERVIEW ................................................................................................................................... 135
KEY INDUSTRY REGULATIONS AND POLICIES ...................................................................................... 150
HISTORY AND CERTAIN CORPORATE MATTER ..................................................................................... 158
OUR MANAGEMENT ...................................................................................................................................... 163
OUR PROMOTERS & PROMOTER GROUP .................................................................................................. 179
OUR GROUP COMPANIES ............................................................................................................................. 186
DIVIDEND POLICY ......................................................................................................................................... 193
SECTION VI - FINANCIAL INFORMATION OF THE COMPANY ....................................... 194
AUDITORS REPORT ON RESTATED FINANCIAL STATEMENT ............................................................. 194
STATEMENT OF FINANCIAL INDEBTNESS ............................................................................................... 220
MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS & RESULT OF
OPERATIONS ................................................................................................................................................... 221
SECTION VII – LEGAL AND OTHER INFORMATION ........................................................ 230
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ...................................................... 230
GOVERNMENT AND OTHER APPROVALS ................................................................................................ 233
SECTION VIII – ISSUE RELATED INFORMATION ............................................................. 253
TERMS OF THE ISSUE .................................................................................................................................... 253
ISSUE STRUCTURE ......................................................................................................................................... 260
ISSUE PROCEDURE ........................................................................................................................................ 263
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................... 319
SECTION IX – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .............................. 321
SECTION X – OTHER INFORMATION ................................................................................. 337
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................... 337
DECLARATION ................................................................................................................................................ 339

ARIHANT INSTITUTE LIMITED 1
SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft 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 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.

Notwithstanding the foregoing, terms used in of the sections “Statement of Tax Benefits”, “Financial
Information of the Company” and “Main Provisions of Articles of Association” on pages 103,194.and 321,
respectively, shall have the meaning ascribed to such terms in such sections.

General Terms

Terms Description
―AIL‖, ―the Company‖, ―our Arihant Institute Limited, a company incorporated in India under the
Company‖ and Arihant Companies Act 1956 having its Registered office at 2, Navinpark society,
Institute Limited Near Municipal School No. 4, Sardar Patel Colony Road, Naranpura,
Ahmedabad - 380013 Gujarat, India
―we‖, ―us‖ and ―our‖ Unless the context otherwise indicates or implies, refers to our Company
―you‖, ―your‖ or ―yours‖ Prospective investors in this Issue

Company Related Terms

Terms Description
AOA / Articles / Articles of Articles of Association of Arihant Institute Limited, as amended from time to
Association time.
The Auditors of Arihant Institute Limited being M/s A J Parekh & Associates,
Auditors/ Statutory Auditors
Chartered Accountants, Mumbai.
The Committee of the Board of Directors constituted as the Company‘s Audit
Committee in accordance with Section 177 of the Companies Act, 2013 and
Audit Committee
Regulation 18 of SEBI (Listing Obligations and Disclosures Requirement)
Regulation, 2015
Bankers to the Company The State bank of India, Ahmadabad, Gujarat
Board of Directors /the The Board of Directors of Arihant Institute Limited, including all duly
Board / our Board constituted Committees thereof.
CIN Corporate Identification Number.
The Chief financial Officer of our Company being Mr. Rushiraj Zaverbhai
Chief financial Officer
Patel
The Companies Act, 2013 and amendments thereto. The Companies Act,
Companies Act / Act
1956, to the extent of such of the provisions that are in force.
Company Secretary and The Company Secretary and Compliance Officer of our Company being Ms.
Compliance Officer Falguni Dhrumil Shah
Depositories Act The Depositories Act, 1996, as amended from time to time.
National Securities Depository Limited (NSDL) and Central Depository
Depositories
Services (India) Limited (CDSL).
ARIHANT INSTITUTE LIMITED 2
Terms Description
DIN Directors Identification Number.
Director(s) / our Directors The Director(s) of our Company, unless otherwise specified.
Equity Shares of the Company of Face Value of Rs.10/- each unless otherwise
Equity Shares
specified in the context thereof.
Equity Shareholders Persons/ Entities holding Equity Shares of our Company.
The word ―group companies‖, wherever they occur, shall include such
companies as covered under the applicable accounting standards and also
Group Companies other companies as considered material by the board of the company as
disclosed in ―Our Group Companies‖ promoted by the Promoters on page 186
of this Draft Prospectus.
HUF Hindu Undivided Family.
IBC The Insolvency and Bankruptcy Code, 2016
IFRS International Financial Reporting Standards
A non-executive &independent Director as per the Companies Act, 2013 and
Independent Director
the Listing Regulations.
Indian GAAP Generally Accepted Accounting Principles in India
ISIN International Securities Identification Number. In this case being – [●]
IT Act The Income Tax Act,1961 as amended till date
Key Management Key Management Personnel of our Company in terms of the SEBI
Personnel/ Regulations and the Companies Act, 2013. For details, see section entitled
KMP ―Our Management‖ on page 163 of this Draft Prospectus.
MOA / Memorandum /
Memorandum of Association of Arihant InstituteLimited as amended from
Memorandum of
time to time.
Association
Non Residents A person resident outside India, as defined under FEMA Regulations, 2000
Nomination and The nomination and remuneration committee of our Board constituted in
Remuneration Committee accordance with the Companies Act, 2013 and the Listing Regulations.
Non-Executive Director A Director not being an Executive Director or an Independent Director
A person resident outside India, as defined under FEMA Regulation and who
NRIs / Non-Resident is a citizen of India or a Person of Indian Origin under Foreign Exchange
Indians Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2000.
Independent Auditor having a valid Peer Review certificate in our case being
Peer Review Auditor
NGST & Associates, Chartered Accountants, Mumbai.
Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company,
Person or Persons partnership, limited liability company, joint venture, or trust or any other
entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.
Shall mean promoters of our Company i.e. Mr. Sandip Vinodray Kamdar , Mr.
Promoters Vinodray Keshavlal Kamdar, Mrs. Madhuben Vinodray Kamdar and Mrs.
Anjali Sandipbhai Kamdar
Includes such Persons and entities constituting our promoter group covered
under Regulation 2(1)(zb) of the SEBI (ICDR) Regulations as enlisted in the
Promoter Group
section titled ―Our Promoters and Promoters Group‖ beginning on page 179 of
this Draft Prospectus.
RBI Act The Reserve Bank of India Act, 1934 as amended from time to time.
Registered Office of our 2, Navinpark society, Near Municipal School No. 4, Sardar Patel Colony
Company Road, Naranpura, Ahmedabad - 380013 Gujarat, India
Reserve Bank of India / RBI Reserve Bank of India constituted under the RBI Act.
ARIHANT INSTITUTE LIMITED 3
Terms Description
The restated audited financial information of the Company, which comprises
of the restated audited balance sheet, the restated audited profit and loss
information and restated audited cash flow information, as at and for years
Restated Financial
ended March 31, 2013, 2014, 2015, 2016, 2017 and upto 31st January, 2018
Information
together with the annexure and notes thereto as disclosed in chapter titled
―Financial Information of the Company‖ beginning on Page 194 of this Draft
Prospectus.
RoC/Registrar of
Registrar of Companies, Ahmedabad, Gujarat
Companies
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992.
Securities and Exchange Board of India Act, 1992, as amended from time to
SEBI Act
time.
SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
/ICDR Regulation/ issued by SEBI on August 26, 2009, as amended, including instructions and
Regulation clarifications issued by SEBI from time to time.
SEBI Takeover Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
or SEBI (SAST)
Takeover) Regulations, 2011, as amended from time to time.
Regulations
SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as
Regulations amended from time to time.
The Securities and Exchange Board of India (Prohibition of Insider Trading)
SEBI Insider Trading
Regulations, 2015 as amended, including instructions and clarifications issued
Regulations
by SEBI from time to time.
SEBI Listing Regulations,
The Securities and Exchange Board of India (Listing Obligation and
2015/ SEBI Listing
Disclosure Requirements) Regulations, 2015 as amended, including
Regulations/Listing
instructions and clarifications issued by SEBI from time to time.
Regulations/SEBI (LODR)
Shareholders Holders of Equity Shares of our Company from time to time
Sub- accounts registered with SEBI under the Securities and Exchange Board
Sub- Account of India (Foreign Institutional Investor) Regulations, 1995, other than sub-
accounts which are foreign corporate or foreign individuals.
Initial Subscriber to MOA & AOA being Mr. Sandip Vinodray Kamdar and
Subscriber to MOA
Mr. Vinodray Keshvlal Kamdar
Stock Exchange Unless the context requires otherwise, refers to, BSE Limited
Stakeholder‘s relationship committee of our Company constituted in
Stakeholders
accordance with Regulation 20 of the SEBI (LODR) Regulations and
Relationship Committee
Companies Act, 2013.
Wilful Defaulter(s) Wilful defaulter as defined under Regulation 2(zn) of the SEBI Regulations

ARIHANT INSTITUTE LIMITED 4
ISSUE RELATED TERMS

Terms Description
Unless the context otherwise requires, means the allotment of Equity Shares
Allotment/Allot/Allotted
pursuant to the Public Issue.
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an applicant as
proof of registration of the Application.
Note or advice or intimation of Allotment sent to the Applicants who have
Allotment Advice
been allotted Equity Shares after the Basis of Allotment has been approved by

the Designated Stock Exchanges.
Allottee (s) A successful applicant to whom the Equity Shares are allotted
Any Prospective Investor who makes an application pursuant to the terms of
Applicant/Investor
the Draft Prospectus and the Application Form.
The amount at which the Applicant makes an application for the Equity Shares
Application Amount
of our Company in terms of Draft Prospectus.
The form, whether physical or electronic, used by an Applicant to make an
Application Form application, which will be considered as the application for Allotment for
purposes of this Draft Prospectus.
Account maintained by the ASBA Investor with an SCSB which will be
ASBA Account blocked by such SCSB to the extent of the Application Amount of the ASBA
Investor.
ASBA Application
Cities as specified in the SEBI Circular No. CIR/CFD/DIL/1/2011 dated April
Location (s)/
29, 2011, namely, Ahmedabad, Bangalore, Baroda (Vadodara), Chennai,
Specified Cities
Delhi, Hyderabad, Jaipur, Kolkata, Mumbai, Pune, Rajkot and Surat

Bankers to the Company State Bank of India, Ahmedabad, Gujarat
Banks which are clearing members and registered with SEBI as Bankers to an
Bankers to the Issue Issue and with whom the Public Issue Account will be opened, in this case
being [●]
Banker to the Issue Agreement dated [●] entered into amongst the Company, Lead Manager, the
Agreement Registrar and the Banker of the Issue.
The basis on which the Equity Shares will be Allotted to successful applicants
Basis of Allotment under the Issue and which is described in the chapter titled ―Issue Procedure‖
beginning on page 263 of this Draft Prospectus.
Broker centers notified by the Stock Exchanges where investors can submit
the Application Forms to a Registered Broker. The details of such Broker
Broker Centres
Centers, along with the names and contact details of the Registered Brokers
are available on the websites of the Stock Exchange.
BSE Bombay Stock Exchange
The SME platform of BSE, approved by SEBI as an SME Exchange for listing
BSE SME
of equity shares Issued under Chapter X-B of the SEBI ICDR Regulations.
Business Day Monday to Friday (except public holidays)
The Note or advice or intimation sent to each successful Applicant indicating
CAN or Confirmation of
the Equity which will be allotted, after approval of Basis of Allotment by the
Allocation Note
designated Stock Exchange.
Client Identification Number maintained with one of the Depositories in
Client Id
relation to demat account
A depository participant as defined under the Depositories Act, 1996,
Collecting Depository registered with SEBI and who is eligible to procure Applications at the
Participants or CDPs Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Controlling Branches of the Such branches of the SCSBs which coordinate with the LM, the Registrar to
ARIHANT INSTITUTE LIMITED 5
Terms Description
SCSBs the Issue and the Stock Exchange.
The demographic details of the applicants such as their Address, PAN, name
Demographic Details
of the applicants father/husband, investor status, and Occupation and Bank

Account details.
A depository registered with SEBI under the Securities and Exchange Board
Depository / Depositories of India (Depositories and Participants) Regulations, 1996 as amended from
time to time, being NSDL and CDSL.
On the Designated Date, the amounts blocked by SCSBs are transferred from
Designated Date
the ASBA Accounts to the Public Issue Account and/ or unblocked in terms of

the Draft Prospectus.
Such branches of the SCSBs which shall collect the ASBA Application Form
from the Applicant and a list of which is available on the website of SEBI at
Designated SCSB Branches http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/. Recognized-
Intermediaries or at such other website as may be prescribed by SEBI from
time to time
Such locations of the CDPs where Applicant can submit the Application
Forms to Collecting Depository Participants.
The details of such Designated CDP Locations, along with names and contact
Designated CDP Locations
details of the Collecting Depository Participants eligible to accept Application
Forms are available on the website of the Stock Exchange i.e.
www.bseindia.com
Such locations of the RTAs where Applicant can submit the Application
Forms to RTAs. The details of such Designated RTA Locations, along with
Designated RTA Locations
names and contact details of the RTAs eligible to accept Application Forms
are available on the websites of the Stock Exchange i.e. www.bseindia.com
On the Designated Date, the SCSBs shall transfer the funds represented by
Designated Date
allocation of Equity Shares into the Public Issue Account with the Bankers to

the Issue.
An SCSBRs.s with whom the bank account to be blocked, is maintained, a
Designated syndicate member (or sub-syndicate member), a Stock Broker registered with
Intermediaries/Collecting recognized Stock Exchange, a Depositary Participant, a registrar to an Issue
Agent and share transfer agent (RTA) (whose names is mentioned on website of the
stock exchange as eligible for this activity)
Monarch Networth Capital Limited will act as the Market Maker and has
agreed to receive or deliver the specified securities in the market making
Designated Market Maker
process for a period of three years from the date of listing of our Equity Shares
or for any other period as may be notified by SEBI from time to time.
Designated Stock Exchange Bombay Stock Exchange (SME Exchange) (―BSE SME Platform‖)
DP Depository Participant
DP ID Depository Participants Identity number.
Draft Prospectus dated February 21, 2018 issued in accordance with Section
Draft Prospectus
32 of the Companies Act, 2013.
A Non Resident Indian in a jurisdiction outside India where it is not unlawful
to make an offer or invitation under the Issue and in relation to whom this
Eligible NRI
Draft Prospectus will constitute an invitation to subscribe for the Equity
Shares.
Equity Shares Equity Shares of our Company of face value Rs.10.00 each
Electronic Transfer of
Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Funds
QFIs from such jurisdictions outside India where it is not unlawful to make an
Eligible QFIs
offer or invitation under the Issue and in relation to whom the Draft Prospectus
ARIHANT INSTITUTE LIMITED 6
Terms Description
constitutes an invitation to purchase the Equity Shares Issued thereby and who
have opened demat accounts with SEBI registered qualified depositary
participants.
Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
FII / Foreign Institutional
Investors) Regulations, 1995, as amended) registered with SEBI under
Investors
applicable laws in India.
The Applicant whose name appears first in the Application Form or Revision
First/ Sole Applicant
Form.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI
Investors (Foreign Venture Capital Investor) Regulations, 2000.
A Foreign Portfolio Investor who has been registered pursuant to the of
Securities And Exchange Board of India (Foreign Portfolio Investors)
FPI / Foreign Portfolio Regulations, 2014, provided that any FII or QFI who holds a valid certificate
Investor of registration shall be deemed to be a foreign portfolio investor till the expiry
of the block of three years for which fees have been paid as per the SEBI
(Foreign Institutional Investors) Regulations, 1995, as amended
The General Information Document for investing in public issues prepared and
issued in accordance with the circulars (CIR/CFD/DIL/12/2013) dated October
General Information 23, 2013, notified by SEBI and updated pursuant to the circular
Document (GID) (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by the
SEBI.
GIR Number General Index Registry Number.
IPO Initial Public Offering
Issue Agreement The Agreement dated February 09, 2018 between our Companyand LM
The date after which the Lead Manager, Syndicate Member, Designated
Branches of SCSBs and Registered Brokers will not accept any Application
Issue Closing Date for this Issue, which shall be notified in a English national newspaper, Hindi
national newspaper and a regional newspaper each with wide circulation as
required under the SEBI (ICDR) Regulations. In this case being [●]
The date on which the Lead Manager, Syndicate Member, Designated
Branches of SCSBs and Registered Brokers shall start accepting Application
for this Issue, which shall be the date notified in an English national
Issue Opening Date
newspaper, Hindi national newspaper and a regional newspaper each with
wide circulation as required under the SEBI (ICDR) Regulations. In this case
being [●]
The period between the Issue Opening Date and the Issue Closing Date,
Issue Period inclusive of both days, during which prospective Applicants can submit their
Applications, including any revisions thereof.
The price at which Equity Shares will be issued by the Company in terms of
Issue Price
this Draft Prospectus i.e. Rs. 30per share.
The Public Issue of 25,00,000 Equity Shares of Face Value of Rs. 10/- each
Issue Size for Cash at a Price of Rs. 30 Per Equity Share (Including a Share Premium of
Rs. 20per Equity Share) aggregating to Rs.7,50,00,000.
Lead Manager to the Issue, in this case being Monarch Networth Capital
Lead Manager/LM
Limited, SEBI Registered Category I Merchant Bankers.
The Market Making Agreement dated February 09, 2018 between our
Market Making Agreement
Company, Lead Manager and Market Maker
The reserved portion of 1,32,000 Equity Shares of Rs.10/- each at an Issue
Market Maker Reservation
price of Rs. 30- each aggregating to Rs.39,60,000 to be subscribed by Market
Portion
Maker in this Issue.
ARIHANT INSTITUTE LIMITED 7
Terms Description
A Mutual Fund registered with SEBI under the SEBI (Mutual Funds)
Mutual Fund
Regulations, 1996, as amended.
The Issue (excluding the Market Maker Reservation Portion) of 23,68,000
Net Issue equity Shares of Rs.10/-each at a price of Rs. 30 per Equity Share (the ―Issue
Price‖), including a share premium of Rs. 20 per equity share.
Investors other than Retail Individual Investors, NRIs and QIBs who apply for
Non-Institutional Investors
the Equity Shares of a value of more than Rs.2,00,000/-
Investors other than Retail Individual Investors. These include individual
applicants other than retail individual investors and other investors including
Other Investors
corporate bodies or institutions irrespective of the number of specified
securities applied for.
Overseas Corporate Body means and includes an entity defined in clause (xi)
of Regulation 2 of the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCBRs.s) Regulations 2003 and
Overseas Corporate
which was in existence on the date of the commencement of these Regulations
Body/OCB
and immediately prior to such commencement was eligible to undertake
transactions pursuant to the general permission granted under the Regulations.
OCBs are not allowed to invest in this Issue.
The prospectus to be filed with the RoC in accordance with Section 32 of the
Prospectus Companies Act, containing, inter alia, the Issue Price will be determined
before filing the Prospectus with RoC.
Account opened with the Bankers to the Issue to receive monies from the
Public Issue Account SCSBs from the bank account of the ASBA Applicant, on the Designated
Date.
A Mutual Fund, Venture Capital Fund and Foreign Venture Capital Investor
registered with the SEBI, a foreign institutional investor and sub-account
(other than a sub-account which is a foreign corporate or foreign individual),
registered with the SEBI; a public financial institution as defined in Section
2(72) of the Companies Act, 2013; a scheduled commercial bank; a
multilateral and bilateral development financial institution; a state industrial
Qualified Institutional development corporation; an insurance company registered with the Insurance
Buyers/ QIBs Regulatory and Development Authority; a provident fund with minimum
corpus of Rs.25.00 Crore; a pension fund with minimum corpus of Rs.25.00
Crore; National Investment Fund set up by resolution No. F. No. 2/3/2005 –
DDII dated November 23, 2005 of the Government of India published in the
Gazette of India, insurance funds set up and managed by army, navy or air
force of the Union of India and insurance funds set up and managed by the
Department of Posts, India.
Registrar/ Registrar to the
Registrar to the Issue being Karvy Computershare Private Limited.
Issue/ RTA/ RTI
The agreement dated December 12, 2017, entered into between our Company
Registrar Agreement and the Registrar to the Issue in relation to the responsibilities and obligations
of the Registrar to the Issue pertaining to the Issue.
Individual investors (including HUFs, in the name of Karta and Eligible NRIs)
Retail Individual Investors
who apply for the Equity Shares of a value of not more than Rs. 2,00,000.
Individuals or companies registered with SEBI as ―Trading Members‖(except
Syndicate/Sub-Syndicate Members) who hold valid membership of either
BSE or NSE having right to trade in stocks listed on Stock Exchanges,
Registered Broker
through which investors can buy or sell securities listed on stock exchanges,
a list of which is available on
http://www.bseindia.com/membership/content/cat_of_mem.htm
ARIHANT INSTITUTE LIMITED 8
Terms Description
http://www.nseindia.com/membership/content/cat_of_mem.htm
The form used by the applicants to modify the quantity of Equity Shares in
Revision Form
any of their Application Forms or any previous Revision Form(s).
The portion of the Issue reserved for category of eligible Applicant as
Reservation Portion
provided under the SEBI (ICDR) Regulations, 2009
Reserved Category/ Categories of persons eligible for making application under reservation
Categories portion.
SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009 as
Regulations
amended from time to time.
Registrar and share transfer agents registered with SEBI and eligible to
Registrar and Share Transfer procure Applications at the Designated RTA Locations in terms of circular
Agents or RTAs no.CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
SEBI SAST / SEBI (SAST) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as
Regulations amended
Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI Listing Regulations
Requirements) Regulations, 2015
Banks which are registered with SEBI under the Securities and Exchange
Self Certified Syndicate Board of India (Bankers to an Issue) Regulations, 1994 and Issue services of
Bank(s) / SCSB(s) ASBA, including blocking of bank account, a list of which is available
http://www.sebi.gov.in/pmd/scsb.pdf
SME Exchange SME Platform of the BSE
SEBI(PFUTP)
SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to
Regulations/PFUTP
Securities Markets) Regulations, 2003
Regulations
The Share Escrow Agreement dated [●] between our Company, Lead Manager
Share Escrow Agreement
and Escrow Agent.
The slip or document issued by a member of the Syndicate or an SCSB (only
Transaction Registration
on demand), as the case may be, to the applicants, as proof of registration of
Slip/ TRS
the Application
The LM who has underwritten this Issue pursuant to the provisions of the
Underwriters SEBI (ICDR) Regulations and the Securities and Exchange Board of India
(Underwriters) Regulations, 1993, as amended from time to time.
The Agreement dated February 09, 2018 entered between the Underwriter, LM
Underwriting Agreement
and our Company.
U.S. Securities Act U.S. Securities Act of 1933, as amended
Foreign Venture Capital Funds (as defined under the Securities and Exchange
Venture Capital Fund Board of India (Venture Capital Funds) Regulations, 1996) registered with
SEBI under applicable laws in India.
Any day, other than Saturdays or Sundays, on which commercial banks in
India are open for business, provided however, for the purpose of the time
period between the Issue Opening Date and listing of the Equity Shares on the
Working Day
Stock Exchanges, ―Working Days‖ shall mean all trading days excluding
Sundays and bank holidays in India in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016.

ARIHANT INSTITUTE LIMITED 9