balaji solutions limited

426 Pages·2017·6.42 MB·English

DRAFT RED HERRING PROSPECTUS
Dated: September 28, 2018
Read with section 32 of the Companies Act, 2013
(The Draft Red Herring Prospectus will be
updated upon filing with RoC)
100% Book Built Issue
BALAJI SOLUTIONS LIMITED
Our Company was originally incorporated as “Balaji Solutions Private Limited” at Kolkata, as a Private Limited Company under the provisions of Companies Act, 1956 vide Certificate of Incorporation dated February
19, 2001 bearing Corporate Identification Number U72900WB2001PTC092912 issued by the Registrar of Companies, West Bengal. Subsequently, our company was converted into a Public Limited Company pursuant to
special resolution passed by the members in Extra-Ordinary General Meeting held on March 03, 2008 and consequently Fresh Certificate of Incorporation dated March 28, 2008 was issued by Registrar of Companies,
West Bengal. Subsequently, our Company was converted into a Private Limited Company pursuant to a special resolution passed by the members at Extra-Ordinary General Meeting held on March 01, 2013 and the name
of our Company was changed to “Balaji Solutions Private Limited” vide a fresh Certificate of Incorporation dated March 20, 2013, issued by the Registrar of Companies, West Bengal. Further, our Company was
converted into a Public Limited Company pursuant to special resolution passed by the members at Extra-Ordinary General Meeting held on February 28, 2018 and the name of our company changed to “Balaji Solutions
Limited” vide a fresh Certificate of Incorporation dated August 07, 2018 issued by the Registrar of Companies, Kolkata. The Corporate Identification Number of our Company is U72900WB2001PLC092912. For further
details of Incorporation, Change of Name and Registered Office of our company, please refer to chapter titled “Our History and Certain Other Corporate Matters” beginning on page 149 of this Draft Red Herring
Prospectus.
Registered Office: Unit No. 4B, Eco Space Business Park, New Town, Rajarhat, 9th Floor, Room No – 902, Kolkata – 700 156, West Bengal, India
Tel: [phone]; Fax: NA; E-mail: [email protected]; Website: www.balajisolutions.in
Contact Person: Sanjay Bajaj, Company Secretary and Compliance Officer
PROMOTER OF OUR COMPANY: MR. RAJENDRA SEKSARIA
THE ISSUE
INITIAL PUBLIC OFFER CONSISTING OF FRESH ISSUE OF UPTO 64,48,000* EQUITY SHARES OF FACE VALUE OF RS.10/- EACH OF BALAJI SOLUTIONS LIMITED (THE “COMPANY”
OR THE “ISSUER”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF [●] PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO [●]**
LAKHS (“THE ISSUE”), OF WHICH [●] EQUITY SHARES OF FACE VALUE OF RS.10/- EACH FOR CASH AT A PRICE OF [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF [●]
PER EQUITY SHARE AGGREGATING TO [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION
PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF RS.10/- EACH AT A PRICE OF [●] PER
EQUITY SHARE AGGREGATING TO [●] LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [●] % AND [●] %
RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS RS.10/- EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK
RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [●], ALL EDITIONS OF THE HINDI NATIONAL
NEWSPAPER [●] AND [●] EDITION OF REGIONAL NEWSPAPER [●], EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE WITH
THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND WILL BE MADE AVAILABLE TO THE SME PLATFORM OF BSE LTD. (“BSE”, REFERRED
TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON IT’S WEBSITE.
In case of any revisions in 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 Exchange, by issuing a press release, and also by indicating the
change on the website of the BRLMs and the terminals of the Syndicate Members.
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 details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on
page 241 of this Draft Red Herring Prospectus. A copy of Red Herring Prospectus and Prospectus will be delivered for registration to the Registrar as required under Section 32 and 26 of the Companies Act, 2013.
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) the 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 Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time (“SEBI (ICDR)
Regulations”), wherein not more than 50 % of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLMs may allocate up to 60% of
the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at
or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 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 (excluding Anchor Investor Portion) shall be available for allocation on a
proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a
proportionate basis to Non-Institutional Investors and not less than 35% of the Net Issue will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received at or above the Issue Price. All investors (except Anchor Investors) shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by
providing details of their respective bank accounts which will be blocked by SCSBs. For further details please refer the section titled “Issue Information” beginning on page 230 of this Draft Red Herring Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs.10/- each. The Floor Price is [●] times of the face value and the Cap
Price is [●] times of the face value. The Issue Price (determined and justified by our Company in consultation with the BRLMs as stated in “Basis for Issue Price” on page 105 should not be taken to be indicative of
the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares 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 issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India 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” beginning on page 19 of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in
the context of the 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 of our company issued through the Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited in terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as
amended from time to time. Our Company has received an In-Principle approval letter dated [●] from BSE Limited for using its name in the offer document for listing of our shares on the SME Platform of BSE
Limited. For the purpose of this Issue, BSE Limited (“BSE”) shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
GRETEX CORPORATE SERVICES PRIVATE LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED
PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED Registered Office: Office no.102, 1st Floor, Kanakia Atrium-2, Karvy Selenium Tower No. B, Plot No. 31-32, Gachibowli,
406-408, Keshava Premises, Behind Family Court, Bandra Kurla Chakala Andheri Kurla Road, Behind Courtyard Marriot, Mumbai – Financial District, Nanakramguda, Hyderabad – 500 032
Complex, Bandra (East), Mumbai – 400 051 400 093 Tel. No.: +91 – 040 – 6716 2222
Tel. No.: +91 – 22 – 6194 6700 Tel. No.: +91 – 33 – 4006 9278 Fax No.: +91 – 040 – 2343 1551
Fax No.: +91 – 22 – 2659 8690 Fax No.: +91 – 33 – 4006 9278 Email: [email protected]
Email: [email protected] Email: [email protected]
Website: www.karisma.karvy.com
Website: www.pantomathgroup.com Website: www.gretexcorporate.com
Contact Person: Mr. Hardik Bhuta/Mr. Unmesh Zagade Contact Person: Ms. Kritika Rupda / Mr. Goutam Seal Contact Person: Murali Krishna M
SEBI Registration No.: INM000012110 SEBI Registration No: INM000012177 SEBI Registration No.: INR000000221
BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON: [●] *** BID/ISSUE CLOSES ON: [●] ****
*Number of shares may need to be adjusted for lot size upon determination of issue price
**Subject to finalization of basis of allotment.
***Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Shall bid on the Anchor Investor Bidding Date i.e.one working day prior to the Bid/Issue Opening
Date.
****Our Company may, in consultation with the BRLMs, consider closing the Bidding by QIB Bidders one working day prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations.
Contents
SECTION I: GENERAL ................................................................................................................................ 3
DEFINITIONS AND ABBREVIATIONS ................................................................................................. 3
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 ............................................................................................................... 41
SUMMARY OF OUR INDUSTRY ............................................................................................................ 41
SUMMARY OF OUR BUSINESS ............................................................................................................. 47
SUMMARY OF FINANCIAL INFORMATION ........................................................................................ 51
THE ISSUE ............................................................................................................................................... 57
GENERAL INFORMATION .................................................................................................................. 59
CAPITAL STRUCTURE ......................................................................................................................... 69
OBJECTS OF THE ISSUE ...................................................................................................................... 92
SECTION IV: PARTICULARS OF THE ISSUE ..................................................................................... 103
BASIC TERMS OF THE ISSUE ........................................................................................................... 103
BASIS FOR ISSUE PRICE ...................................................................................................................... 105
STATEMENT OF POSSIBLE TAX BENEFITS .................................................................................. 109
SECTION V: ABOUT THE COMPANY AND THE INDUSTRY ........................................................... 111
OUR INDUSTRY .................................................................................................................................... 111
OUR BUSINESS .................................................................................................................................... 124
KEY INDUSTRY REGULATIONS AND POLICIES .............................................................................. 138
HISTORY AND CERTAIN OTHER CORPORATE MATTERS........................................................ 149
OUR MANAGEMENT .......................................................................................................................... 155
OUR PROMOTER AND PROMOTER GROUP ................................................................................. 169
OUR GROUP COMPANIES ................................................................................................................. 172
RELATED PARTY TRANSACTIONS .................................................................................................... 175
DIVIDEND POLICY ............................................................................................................................. 176
SECTION VI – FINANCIAL INFORMATION ........................................................................................ 177
FINANCIAL STATEMENTS AS RESTATED ........................................................................................ 177
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION ........................................................................................................................................... 178
STATEMENT OF FINANCIAL INDEBTEDNESS ................................................................................. 194
SECTION VII – LEGAL AND OTHER INFORMATION ....................................................................... 198
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS................................................ 198
GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................................ 208
OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 220
SECTION VIII: ISSUE INFORMATION ................................................................................................. 230
TERMS OF THE ISSUE........................................................................................................................ 230
ISSUE STRUCTURE ............................................................................................................................. 237
ISSUE PROCEDURE ............................................................................................................................ 241
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................... 289
SECTION IX: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ............................................. 290
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 290
SECTION X: OTHER INFORMATION................................................................................................... 351
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................. 351
DECLARATION BY THE COMPANY ................................................................................................ 352
Page 1 of 358
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as
amended (“U.S. Securities Act”) or any state securities laws in the United States of America and may not
be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons (as defined
in Regulation S), except pursuant to exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities laws. Accordingly the Equity Shares are being offered and sold only
outside the United States in offshore transaction in reliance on Regulation S under the U.S Securities Act
and the applicable laws of the jurisdiction where those offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and application may not be made by persons in
any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Page 2 of 358
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
In this Draft Red Herring Prospectus, unless the context otherwise requires, the terms and abbreviations stated
hereunder shall have the meanings as assigned therewith.
Company Related Terms
Term Description
“Balaji Solutions Limited”, Balaji Solutions Limited, a public limited Company incorporated under the
“BSL”, “We” or “us” or provisions of the Companies Act, 1956
“Our Company” or “the
Issuer”
AOA/Articles / Articles of The Articles of Association of Balaji Solutions Limited, as amended from time
Association to time
Audit Committee The committee of the Board of Directors constituted as the Company’s Audit
Committee in accordance with Section 177 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014
Banker to the Company Such banks which are disclosed as bankers to the Company in the chapter titled
“General Information” on page 59 of this Draft Red Herring Prospectus.
Board/ Board of Directors / The Board of Directors of our Company, including all duly constituted
Our Board Committees thereof
Company Secretary and The Company Secretary of our Company, Mr. Sanjay Bajaj
Compliance Officer
Director(s) Director(s) of Balaji Solutions Limited as appointed from time to time, unless
otherwise specified
Equity Shares/Shares The equity shares of our Company of a face value of Rs.10/- each unless
otherwise specified in the context thereof
Equity The holders of the Equity Shares of the Company
Shareholders/Shareholders
Financial Statements as Collectively, the restated consolidated financial statements of our Company and
Restated restated standalone financial statements
FTPL Foxin Technologies Private Limited
Group Companies/Entities Such companies/entities as covered under the applicable accounting standards
and such other companies as considered material by the Board. For details of our
Group Companies/ entities, please refer “Our Group Companies” on page 172 of
this Draft Red Herring Prospectus
ISIN International Securities Identification Number. In this case being
INE00EW01015
Independent Director A non-executive, Independent Director as per the Companies Act, 2013 and the
Listing Regulations
Key Management Key management personnel of our Company in terms of Regulation 2(1)(s) of
Personnel / KMP the SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, 2013.
For details, please refer “Our Management” on page 155 this Draft Red Herring
Prospectus
MoA/ Memorandum The Memorandum of Association of our Company, as amended from time to
of Association time
Nomination & The committee of the Board of Directors constituted as the Company’s
Remuneration Committee Nomination& Remuneration Committee in accordance with Section 178(1) of
the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014
NYKTSPL NYK Techno Solutions Private Limited
Peer Reviewed Auditor The Independent Peer Reviewed Auditor of our Company M/s Gupta Agarwal &
Associates, Chartered Accountants
Promoter Mr. Rajendra Seksaria
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant
to Regulation 2(1) (zb) of the SEBI (ICDR) Regulations
Registered Office The registered office of our Company situated at Unit No 4B, Eco Space Business
Park, New Town, Rajarhat, 9th Floor, Room No-902, Kolkata – 700 156, West
Bengal, India
Page 3 of 358
Term Description
Restated Consolidated The restated consolidated financial statements of our company and our subsidiary
Financial Statements company for the Financial Year 2018 which comprises the restated consolidated
balance sheet, restated consolidated statement of profit and loss and the restated
consolidated cash flow statement, together with the annexures and notes thereto
and the examination report thereon
Restated Standalone The restated standalone financial statements of our company for the Financial
Financial Statements Years ended March 31, 2014, 2015, 2016, 2017 and 2018 which comprises the
restated standalone balance sheet, restated standalone statement of profit and loss
and the restated standalone cash flow statement, together with the annexures and
notes thereto and the examination report thereon
Stakeholders’ Relationship The committee of the Board of Directors constituted as the Company’s
Committee Stakeholders’ Relationship Committee in accordance with Section 178(5) of the
Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014
Statutory Auditors The Statutory Auditors of our Company, M/s Kedia Dhandharia & Co.,
Chartered Accountants
Roc/Registrar of Registrar of Companies, Kolkata, Nizam Palace, 2nd MSO Building, 2nd Floor,
Companies 234/4, A.J.C.B. Road, Kolkata – 700 020
VIEPL Venkatesh International Exim Private Limited
“you”, “your” or “yours” Prospective Investors in this Issue
Issue Related Terms
Term Description
Acknowledgement Slip The acknowledgement slips or document issued by the Designated Intermediary to
a Bidder as proof of having accepted the Application Form
Allocation/ Allocation of The Allocation of Equity Shares of our Company pursuant to Issue of Equity Shares
Equity Shares to the successful Applicants
Allot / Allotment Unless the context otherwise requires, allotment of the Equity Shares pursuant to
/Allotted the Issue of Equity Shares to the successful Applicants
Allottee(s) A successful Applicant to whom the Equity Shares are being Allotted
Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder who has
been or is to be Allotted the Equity Shares after approval of the Basis of Allotment
by the Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who
has Bid for an amount of at least Rs.1000 Lakhs, in accordance with the
requirements specified in the SEBI ICDR Regulations
Anchor Investor Notice or intimation of Allocation of Equity Shares sent to Anchor Investors who
Allocation Notice have been allocated Equity Shares, and includes any device, intimation or notice
sent to Anchor Investors in the event that the Issue Price is higher than the Anchor
Investor Allocation Price
Anchor Investor The price at which Equity Shares will be allocated in terms of the Red Herring
Allocation Price Prospectus and Prospectus to the Anchor Investors, which will be decided by our
Company, in consultation with the BRLMs, on the Anchor Investor Bidding Date
Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Application Form and which will be considered as an application for Allotment in terms of the Red
Herring Prospectus and Prospectus
Anchor Investor Bidding One Working Day prior to the Bid/Issue Opening Date on which Bids by Anchor
Date Investors shall be submitted, prior to or after which the members of the Syndicate
will not accept any Bids from Anchor Investors and allocation to Anchor Investors
shall be completed
Anchor Investor Escrow Accounts opened for the Issue to which funds shall be transferred by Anchor
Account(s) Investors
Anchor Investor Pay-in With respect to Anchor Investors, it shall be the Anchor Investor Bidding Date, and,
Date 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
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in
consultation with the BRLMs to Anchor Investors on a discretionary basis, out of
Page 4 of 358
Term Description
which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price
Applicant Any prospective investor who makes an application for Equity Shares of our
company in terms of the Red Herring Prospectus. All the applicants should make
application through ASBA only
Application Amount The amount at which the Applicant makes an application for Equity Shares of our
Company in terms of the Red Herring Prospectus
Application Collecting 1. a SCSB with whom the bank account to be blocked, is maintained
Intermediaries 2. a syndicate member (or sub-syndicate member) If any
3. a stock broker registered with a recognized stock exchange (and whose name
is mentioned on the website of the stock exchange as eligible for this activity)
(‘broker’) if any
4. a depository participant (‘DP’) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
5. a registrar to an issue and Share transfer agent (‘RTA’) (whose name is
mentioned on the website of the stock exchange as eligible for this activity)
Application Supported by The application (whether physical or electronic) by an Applicant to make an
Blocked Amount/ ASBA Application authorizing the relevant SCSB to block the Application Amount in the
relevant ASBA Account. Pursuant to SEBI Circular dated November 10, 2015 and
bearing Reference No. CIR/CFD/POLICYCELL/11/2015 which shall be applicable
for all public issues opening on or after January 01, 2016, all potential investors
shall participate in the Issue only through ASBA process providing details about the
bank account which will be blocked by the SCSBs
ASBA Account Account maintained with an SCSB and specified in the Application Form which
will be blocked by such SCSB to the extent of the appropriate Application Amount
in relation to an Application by an Applicant
ASBA Application Locations at which ASBA Applications can be uploaded by the SCSBs, namely
Location(s) / Specified Mumbai, New Delhi, Chennai, Kolkata, Raipur
Cities
ASBA Bidders Any Bidder except Anchor Investor
Banker to the The banks which are clearing members and registered with SEBI as Banker to an
Issue/Refund Issue with whom the Public Issue Account and Refund Account will be opened and
Banker/Public Issue Bank in this case being ICICI Bank Limited
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Applicants
under the Issue, described in “Issue Procedure” on page 241 of this Draft Red
Herring Prospectus
Bid An indication to make an issue during the Bid/Issue Period by a Bidder (other than
an Anchor Investor) or on Anchor Investor Bidding Date by an Anchor Investor,
pursuant to submission of the Bid cum Application Form, to subscribe to or
purchase the Equity Shares at a price within the Price Band, including all revisions
and modifications thereto as permitted under the SEBI ICDR Regulations in
accordance with the Draft Red Herring Prospectus and Bid cum Application Form
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
in the case of Retail Individual Bidders Bidding at Cut Off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder
and mentioned in the Bid cum Application Form and payable by the Retail
Individual Bidder or blocked in the ASBA Account upon submission of the Bid in
the Issue
Bid cum Application The application form in terms of which a bidder (including an ASBA Bidder) makes
Form a Bid in terms of the Red Herring Prospectus and which will be considered as an
application for allotment
Bid Lot [●] equity shares and in multiples of [●] equity shares thereafter
Bid/Issue Closing Date Except in relation to Anchor Investors, the date after which the Syndicate, the
Designated Branches and the Registered Brokers will not accept any Bids, which
shall be notified in all editions of the English national newspaper [●], all editions of
the Hindi national newspaper [●], and [●] edition of the Regional newspaper [●],
each with wide circulation and in case of any revision, the extended Bid/Issue
Page 5 of 358
Term Description
Closing Date shall also be notified on the website and terminals of the Syndicate
and SCSBs, as required under the SEBI ICDR Regulations
Bid/Issue Opening Date Except in relation to Anchor Investors, , the date on which the Syndicate, the
Designated Branches and the Registered Brokers shall start accepting Bids, which
shall be notified in all editions of the English national newspaper [●], all editions of
the Hindi national newspaper [●], and [●] edition of the Regional newspaper [●],
each with 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 and
SCSBs, as required under the SEBI ICDR Regulations
Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date,
inclusive of both days, during which Bidders other than Anchor Investors can
submit their Bids, including any revisions thereof. Provided however that the
Bidding/Issue Period shall be kept open for a minimum of three Working Days for
all categories of Bidders, other than Anchor Investors
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or
implied, includes an ASBA Bidder and Anchor Investor
Bid/Issue Proceeds Proceeds from the Issue that will be available to our Company, being Rs. [●] lakhs
Bidding/Collection Centres at which the Designated intermediaries shall accept the ASBA Forms, i.e.
Centres Designated SCSB Branch for SCSBs, specified locations for syndicate, broker
centre 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/Book Building Regulations, 2009 in terms of which this Issue is being made
Method
Book Running Lead Book Running Lead Managers to the Issue in this case being Pantomath Capital
Managers/ BRLMs Advisors Private Limited and Gretex Corporate Services Private Limited, SEBI
Registered Category I Merchant Bankers
Broker Centers Broker centers notified by the Stock Exchanges, where the Applicants can submit
the Application Forms to a Registered Broker. The details of such broker centers,
along with the name and contact details of the Registered Brokers, are available on
the website of the BSE on the following link- (www.bseindia.com)
Business Day Any day on which commercial banks are open for the business
CAN / Confirmation of The note or advice or intimation sent to each successful Bidder indicating the Equity
Allocation Note Shares which will be Allotted/ transferred, after approval of Basis of Allotment by
the Designated Stock Exchange. In the case of Anchor Investors, CAN shall mean
the note or advice or intimation of Allotment of Equity Shares sent to the Anchor
Investors to whom Equity Shares have been Allotted
Cap Price The higher end of the price band above which the Issue Price will not be finalised
and above which no Bids (or a revision thereof) will be accepted
Client ID Client identification number of the Applicant’s beneficiary account
Collecting Centres Centres at which the Designated Intermediaries shall accept the Application Forms,
being the Designated SCSB Branch for SCSBs, Specified Locations for Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered
Participant with SEBI and who is eligible to procure applications at the Designated CDP
Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI
Controlling Branches of Such branches of the SCSBs which coordinate with the Book Running Lead
the SCSBs Managers, the Registrar to the Issue and the Stock Exchange and a list of which is
available at www.sebi.gov.in or at such other website as may be prescribed by SEBI
from time to time
Cut Off Price Any price within the Price Band finalised by our Company in consultation with
BRLMs. A bid submitted at Cut Off Price is a valid price at all levels within the
Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut Off Price,
for a Bid Amount not exceeding Rs. [●]. No other category of bidders is entitled to
Bid at the Cut Off Price
Page 6 of 358
Term Description
Demographic Details The details of the Applicants including the Applicants’ address, names of the
Applicants’ father/husband, investor status, occupations and bank account details
Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996
Depository Participant / A depository participant as defined under the Depositories Act.
DP
Designated CDP Such centres of the CDPs where Bidders can submit the Bid cum Application
Locations Forms. The details of such Designated CDP Locations, along with names and
contact details of the Collecting Depository Participants eligible to accept Bid cum
Application Forms are available on the website of the Stock Exchange
(www.bseindia.com) and updated from time to time
Designated Date The date on which the amount blocked by the SCSBs is transferred from the ASBA
Account to the Public Issue Account or the amount is unblocked in the ASBA
Account, as appropriate, after the Issue is closed, following which the Equity Shares
shall be allotted to the successful Applicants
Designated Intermediaries An SCSB with whom the bank account to be blocked, is maintained, a syndicate
/ Collecting Agent member (or sub-syndicate member), a Registered Broker, Designated CDP
Locations for CDP, a Registrar to an Issue and Share Transfer Agent (RTA) (whose
names are mentioned on website of the stock exchange as eligible for this activity).
Designated RTA Such locations of the RTAs where Applicants can submit the Application Forms to
Locations RTAs. The details of such Designated RTA Locations, along with names and
contact details of the RTAs eligible to accept Application Forms are available on
the website of the Stock Exchange (www.bseindia.com)
Designated SCSB Such branches of the SCSBs which shall collect the Application Forms, a list of
Branches which is available on the website of SEBI at http://www.sebi.gov.in/ or at such other
website as may be prescribed by SEBI from time to time
Designated Stock BSE Limited
Exchange/ Stock
Exchange
Draft Red Herring This Draft Red Herring Prospectus dated September 28, 2018, filed with BSE
Prospectus / DRHP
EBITDA Revenue from operations (net) less total expenses (expenses other than finance cost,
and depreciation and amortisation).
EBITDA Margin EBITDA divided by revenue from operations (net).
Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or
invitation under the Issue and in relation to whom the Red Herring Prospectus
constitutes an invitation to subscribe to the Equity Shares offered herein
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an Issue
or invitation under the Issue and in relation to whom the Red Herring Prospectus
constitutes an invitation to purchase the Equity Shares offered thereby and who have
opened demat accounts with SEBI registered qualified depository participants.
Equity Shares or Ordinary The ordinary shares of our Company having a face value of Rs. 10/-, unless
Shares otherwise specified in the context thereof
First Applicant Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names
FII/Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors Investors) Regulations, 1995, as amended) registered with SEBI under applicable
laws in India
Floor Price The lowest end of the Price Band, subject to any revision thereto, at or above which
the Issue Price will be finalised and below which no Bids (or revisions thereof) will
be accepted
General Information The General Information Document for investing in public issues prepared and
Document issued in accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23,
2013, notified by SEBI and updated pursuant to 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 the SEBI
and included in “Issue Procedure” on page 241 of this Draft Red Herring Prospectus
Page 7 of 358
Term Description
Issue / Public issue / Issue The Initial Public Issue of up to 64,48,000* Equity Shares of Rs.10/- each for cash
size / Initial Public issue / at a price of Rs. [●] per equity share including a premium of Rs. [●] per equity share
Initial Public Offer / aggregating up to Rs. [●] Lakhs
Initial Public
Offering/IPO/Present
Issue
Issue Agreement The agreement dated September 10, 2018 between our Company and the Book
Running Lead Managers, pursuant to which certain arrangements are agreed to in
relation to the Issue
Issue Price The final price at which Equity Shares will be allotted in terms of the Red Herring
Prospectus. The Issue Price will be decided by our Company in consultation with
the BRLMs on the Pricing Date in accordance with the Book Building Process and
the Red Herring Prospectus
Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to
be signed between our Company and the BSE Limited
Market Making Market Making Agreement dated [●] between our Company, Book Running Lead
Agreement Managers and Market Maker
Market Maker Market Maker appointed by our Company from time to time, in this case being
NNM Securities Private Limited who has agreed to receive or deliver the specified
securities in the market making 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
Market Maker [●] Equity Shares of Rs.10/- each at Rs. [●]/- per Equity Share aggregating to Rs.
Reservation Portion [●] Lakhs reserved for subscription by the Market Maker
Materiality Policy The policy on identification of group companies, material creditors and material
litigation, adopted by our Board on August 08, 2018 in accordance with the
requirements of the SEBI (ICDR) Regulations
Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996, as amended from time to time
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion) i.e. [●] Equity
Shares available for allocation to Mutual Funds, out of the QIB Portion
NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of Government of India published in the Gazette of India
Net Issue The Issue (excluding the Market Maker Reservation Portion) aggregating up to [●]
Equity Shares of face value of Rs.10 each fully paid for cash at a price of Rs. [●]
per Equity Share aggregating Rs. [●] lakhs by our Company
Net Proceeds Proceeds of the Issue that will be available to our Company, which shall be the gross
proceeds of the Issue less the issue expense
Non-Institutional All Applicants, including Category III FPIs that are not QIBs or Retail Individual
Investors / NIIs Investors who have made Application for Equity Shares for an amount of more than
Rs.2,00,000 (but not including NRIs other than Eligible NRIs)
Non-Resident A person resident outside India, as defined under FEMA Regulations
Non-Resident Indian/ NRI A person resident outside India, who is a citizen of India or a Person of Indian Origin
as defined under FEMA Regulations, as amended
OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs, including overseas trusts in which
not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly as defined under the Foreign Exchange Management (Deposit)
Regulations, 2000, as amended from time to time. OCBs are not allowed to invest
in this Issue
Pay-in-Period The period commencing on the Bid/Issue Opening Date and extending until the
closure of the Anchor Investor Pay-in Date
Payment through Payment through NECS, NEFT or Direct Credit, as applicable
electronic transfer of
funds
Person/ Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
company, joint venture, or trust or any other entity or organization validly
Page 8 of 358
Term Description
constituted and/or incorporated in the jurisdiction in which it exists and operates, as
the context requires
Price Band Price Band of a minimum price (Floor Price) of Rs. [●] and the maximum price
(Cap Price) of Rs. [●] and includes revisions thereof. The Price Band will be
decided by our Company in consultation with the BRLMs and advertised in two
national daily newspapers (one each in English and in Hindi) with wide circulation
and one daily regional newspaper with wide circulation at least five working days
prior to the Bid/Issue Opening Date
Pricing Date The date on which our Company in consultation with the BRLMs, will finalize the
Issue Price
Prospectus The Prospectus to be filed with RoC on or after Pricing Date in accordance with
Section 32 and Section 26 of the Companies Act, 2013, and the SEBI ICDR
Regulations containing inter alia, the Issue Price, the size of the Issue and certain
other information
Public Issue Account The account to be opened with the Banker to the Issue under Section 40 of the
Companies Act, 2013 to receive monies from the ASBA Accounts on the
Designated Date
Public Issue Agreement/ Agreement entered on [●] amongst our Company, Book Running Lead Managers,
Escrow Agreement the Registrar to the Issue and Public Issue Bank/Banker to the Issue for collection
of the Application Amount on the terms and conditions thereof
QIB Portion The portion of the Issue not being more than 50% of the Net Issue, consisting of [●]
Equity Shares, available for Allocation to QIBs (including Anchor Investors),
subject to valid Bids being received at or above the Issue Price
QIB Bid/ Issue Closing In the event our Company, in consultation with the BRLMs, decides to close
Date Bidding by QIBs one Working Day prior to the Bid/issue Closing Date, the date
one Working Day prior to the Bid/issue Closing Date; otherwise it shall be the same
as the Bid/issue Closing Date
Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1) (zd) of the SEBI
Buyers / QIBs ICDR Regulations
Red Herring Prospectus / The Red Herring Prospectus to be issued in accordance with Section 32 of the
RHP Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will
not have complete particulars of the price at which the Equity Shares will be offered
and the size of the Issue, including any addenda or corrigenda thereto
Refund Account Account to which Application monies to be refunded to the Applicants in case of
failure of the Issue
Refund through electronic Refunds through NECS, direct credit, RTGS or NEFT, as applicable
transfer of funds
Registered Brokers Individuals or companies registered with SEBI as “Trading Members” (except
Syndicate/Sub-Syndicate Members) who hold valid membership of BSE having
right to trade in stocks listed on Stock Exchanges, through which investors can buy
or sell securities listed on stock exchanges, a list of which is available
on http://www.bseindia.com/membership/dynaContent/find_a_broker.html
Registrar Agreement The Agreement between the Registrar to the Issue and the Issuer Company dated
September 10, 2018 in relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue
Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure
Transfer Agents or RTAs Applications at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar/Registrar to the Karvy Computershare Private Limited
Issue/RTI
Retail Individual Applicants (including HUFs, in the name of Karta and Eligible NRIs) whose
Investors/ Retail Application Amount for Equity Shares in the Issue is not more than Rs.2,00,000/-
Individual Bidders/ RIIs/
RIBs
Retail Portion The portion of the Issue being not less than 35% of the Net Issue, consisting of [●]
Equity Shares, available for allocation to Retail Individual Bidders.
Page 9 of 358