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Untitled - Sebi PDF

409 Pages·2010·5.17 MB·English
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TABLE OF CONTENTS SECTION I – GENERAL........................................................................................................................................I DEFINITIONS AND ABBREVIATIONS.............................................................................................................I CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION....................................................................................................................IX FORWARD-LOOKING STATEMENTS.............................................................................................................1 SECTION II – RISK FACTORS...........................................................................................................................2 RISK FACTORS....................................................................................................................................................2 SECTION III – INTRODUCTION......................................................................................................................28 SUMMARY OF INDUSTRY..............................................................................................................................28 SUMMARY OF BUSINESS...............................................................................................................................32 THE ISSUE..........................................................................................................................................................38 SUMMARY FINANCIAL INFORMATION.....................................................................................................39 GENERAL INFORMATION..............................................................................................................................52 CAPITAL STRUCTURE....................................................................................................................................63 OBJECTS OF THE ISSUE..................................................................................................................................77 BASIS FOR THE ISSUE PRICE.........................................................................................................................82 STATEMENT OF TAX BENEFITS...................................................................................................................84 SECTION IV – ABOUT THE COMPANY........................................................................................................90 INDUSTRY OVERVIEW...................................................................................................................................90 OUR BUSINESS................................................................................................................................................104 REGULATIONS AND POLICIES...................................................................................................................118 HISTORY AND CERTAIN CORPORATE MATTERS..................................................................................124 OUR MANAGEMENT.....................................................................................................................................134 OUR PROMOTER AND GROUP COMPANIES............................................................................................151 RELATED PARTY TRANSACTIONS............................................................................................................153 DIVIDEND POLICY.........................................................................................................................................154 SECTION V – FINANCIAL INFORMATION................................................................................................155 FINANCIAL INFORMATION.........................................................................................................................155 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................................................................................................................243 FINANCIAL INDEBTEDNESS.......................................................................................................................277 SECTION VI – LEGAL AND OTHER INFORMATION.............................................................................280 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS......................................................280 GOVERNMENT AND OTHER APPROVALS...............................................................................................285 OTHER REGULATORY AND STATUTORY DISCLOSURES....................................................................289 SECTION VII – ISSUE INFORMATION........................................................................................................300 TERMS OF THE ISSUE....................................................................................................................................300 ISSUE STRUCTURE........................................................................................................................................303 ISSUE PROCEDURE........................................................................................................................................307 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES.................................................346 SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION...........................................350 SECTION IX – OTHER INFORMATION......................................................................................................380 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.........................................................380 DECLARATION...............................................................................................................................................383 SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, requires or implies, the following terms shall have the following meanings in this Red Herring Prospectus and any references to any statutes, regulations or policies shall include references to any amendments or reenactments made from time to time. Company Related Terms Term Description “Articles” or “Articles of The articles of association of our Company, as amended. Association” or “our Articles” Auditor The statutory auditor of our Company, being S.R. Batliboi & Co. “Board” or “Board of Directors” The board of directors of our Company or committees constituted by it from time to or “our Board” time. “Company” or the “Issuer” or One97 Communications Limited, a public limited company incorporated under the Companies Act. “We” or “us” or “our” The Company and where the context requires, the Subsidiaries, on a consolidated basis. Consolidated SHA Shareholders agreement dated December 12, 2008 entered amongst our Company, Intel, SICP, SAIF, our Promoter, Mr. Peeyush Aggarwal and Mr. Rajiv Madhok (SICP, SAIF, Mr. Vijay Shekhar Sharma, Mr. Peeyush Aggarwal and Mr. Rajiv Madhok collectively referred to as “Existing Shareholders”) and any person holding shares jointly with any of the Existing Shareholders. Director(s) The director(s) on our Board. ESOP Scheme 2008 The employee stock option plan of our Company for grant of options for 951,355 Equity Shares to permanent employees and Directors (whether whole time or not), but not the Promoter. Fixed Assets Unless otherwise specified, Fixed Assets shall include both tangible and intangible assets. “Memorandum” or The memorandum of association of our Company, as amended from time to time. “Memorandum of Association” or “our Memorandum” or “MoA” Group The Company together with its Subsidiaries i.e. Oorja Mobile Services Private Limited and PayTM Mobile Solutions Private Limited and its erstwhile associate i.e. TenCube Pte Ltd. Group Company Such company as mentioned in the section titled “Our Promoter and Group Companies” on page 151. IIAL IDFC Investment Advisors Limited Intel Intel Capital (Mauritius), Ltd., being an FVCI registered with SEBI. Promoter The promoter of our Company, being Mr. Vijay Shekhar Sharma. Promoter Group In addition to our Promoter, includes such persons and entities constituting our promoter group pursuant to Regulation 2(zb) of the ICDR Regulations namely i) Mrs. Mridula Parashar, ii) Mr. S.P. Sharma, iii) Mrs. Asha Sharma, iv) Mr. Ajay Shekhar Sharma, v) Ms. Manisha Sharma; vi) Ms. Meenu Pathak; vii) Mr. K.K. Parashar; viii) Mrs. Ashoka Parashar and ix) Ms. Divya Parashar. The companies which are a part of the Promoter Group are i) Aryan Ayurveda Private Limited and ii) Velocity Customer Services Private Limited. Registered Office and Corporate The registered and corporate office of our Company, presently situated at First Floor, Office Devika Towers, Nehru Place, New Delhi 110 019, India and at B-121, Sector 5, Noida, Uttar Pradesh 201 301, India, respectively. Restated Consolidated Summary Restated consolidated summary statements of assets and liabilities of the Group as at Statements June 30, 2010, March 31, 2010, March 31, 2009 and 2008 and related profits and losses and cash flows of the Group for the three month period ended June 30, 2010 and each of the years ended March 31, 2010, March 31, 2009 and 2008 as well as certain other consolidated financial information as more fully described in the auditors' examination report for such period included in this Red Herring Prospectus. Restated Financial Information Collectively, the Restated Consolidated Summary Statements and Restated Unconsolidated Summary Statements. Restated Unconsolidated Restated unconsolidated summary statements of assets and liabilities of the Company Summary Statements as at June 30, 2010, March 31, 2010, 2009, 2008, 2007 and 2006 and related profits and losses and cash flows of the Company for the three month period ended June 30, i Term Description 2010 and each of the years ended March 31, 2010, 2009, 2008, 2007 and 2006 as well as certain other unconsolidated financial information as more fully described in the auditors' examination report for such period included in this Red Herring Prospectus. SAIF SAIF III Mauritius Company Limited Scheme of Amalgamation Scheme of amalgamation for amalgamation of Worldwide Computer Services Private Limited with the Company, as approved by the High Court of Delhi under Section 394 of the Companies Act, vide its order dated August 24, 2005. Subsidiaries The subsidiaries of our Company, as described in the section titled “History and Certain Corporate Matters – Our Subsidiaries” on page 126. Suspension Agreement Agreement dated May 11, 2010 between the Company, our Promoter, Intel, Mr. Peeyush Aggarwal, Mr. Rajiv Madhok, SAIF and SICP. SICP SVB India Capital Partners I, L.P. TenCube TenCube Pte. Ltd., an erstwhile associate company in which we held 21.28% ownership interest as of June 30, 2010. We acquired a 21.28% ownership interest in TenCube Pte. Ltd. in December 2009 and sold /transferred our 21.28% ownership interest in TenCube Pte. Ltd. in August 2010. Issue Related Terms Term Description “Allot” or “Allotment” or The allotment of Equity Shares to the successful Bidders pursuant to this Issue. “Allotted” Allottee A successful Bidder to whom Equity Shares are being/have been Allotted. Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who has bid for an amount of at least ` 100 million. Anchor Investor Bid Bid made by Anchor Investor. Anchor Investor Bidding Date The date one Working Day prior to the Bid/ Issue Opening Date. 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 Investors shall be completed. Anchor Investor Portion Upto [●] Equity Shares representing 30% of the QIB Portion, available for allocation to Anchor Investors on a discretionary basis in accordance with the SEBI Regulations. Anchor Investor Price The price at which Allotment is made to Anchor Investors in terms of the Red Herring Prospectus, which shall be higher than or equal to the Issue Price, but not higher than the Cap Price. ASBA/ Application Supported The application (whether physical or electronic) used by a Bidder to make a Bid by Blocked Amount authorising the SCSB to block the Bid Amount in his/her specific bank account maintained with the SCSB. ASBA Account Account maintained by an ASBA Bidder with a SCSB which will be blocked by such SCSB to the extent of the Bid Amount of the ASBA Bidder. ASBA Bid cum Application The application form, whether physical or electronic, used by the ASBA Bidder to Form / ASBA Form make a Bid and which contains an authorisation to block the Bid Amount in an ASBA Account, which will be considered as an application for the Allotment for the purposes of the Red Herring Prospectus. ASBA Bidder Any Bidder who intends to apply through ASBA facility. ASBA Revision Form The form used by ASBA Bidders to modify the number of Equity Shares or the Bid Price in any of their ASBA Bid cum Application Forms or any previous ASBA Revision Form(s). Avendus Avendus Capital Private Limited “Bankers to the Issue” or The banks which are clearing members and registered with the SEBI and bankers to the “Escrow Collection Banks” Issue with whom the Escrow Account will be opened, in this case being HDFC Bank Limited and Standard Chartered Bank. Basis of Allotment The basis on which the Equity Shares will be allocated as described in the section titled “Issue Procedure–Basis of Allotment” on page 328. Bid An indication by a Bidder to make an offer to subscribe for Equity Shares in terms of the Red Herring Prospectus. Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus. Bid Amount The highest Bid Price indicated in the Bid cum Application Form, payable by the Bidders on submission of the Bid in the Issue. Bid cum Application Form The form in terms of which the Bidder (other than an ASBA Bidder) makes a Bid and which will be considered as the application for Allotment. Bid Price The prices indicated within the optional Bids in the Bid cum Application Form. Bid/Issue Opening Date Except in relation to Anchor Investors, the date on which the members of the Syndicate ii Term Description and SCSBs shall start accepting Bids, which shall be the date notified in an English national daily newspaper, a Hindi national daily newspaper and a regional daily 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 Regulations. Bid/Issue Closing Date Except in relation to Anchor Investors, the date after which the members of the Syndicate and SCSBs will not accept any Bids, which shall be notified in an English national daily newspaper, a Hindi national daily newspaper and a regional daily newspaper, each with wide circulation and in case of any revision, the extended Bid/Issue Closing Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI Regulations. Bidding Centre A centre for acceptance of the Bid cum Application Form. Bidding Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date (inclusive of both days) and during which Bidders, other than Anchor Investors, can submit their Bids, inclusive of any revision thereof. Book Building Process The book building process as described in Schedule XI of the SEBI Regulations. “Book Running Lead Book running lead managers to this Issue, being IDFC Capital Limited and Avendus Managers” or “BRLMs” Capital Private Limited. “CAN” or “Confirmation of Except in relation to the Anchor Investors, the note or advice or intimation sent to the Allocation Note” successful Bidders confirming the number of Equity Shares allocated to such Bidders after discovery of the Issue Price. In relation to Anchor Investors, the note or advice or intimation sent to the successful Anchor Investors who have been allocated Equity Shares after discovery of the Anchor Investor Price, including any revisions thereof. Cap Price The higher end of the Price Band above which the Issue Price will not be finalised and above which no Bids will be accepted, including any revisions thereof. Controlling Branches Such branches of the SCSBs which co-ordinate Bids under this Issue by the ASBA Bidders with the Registrar to the Issue and the Stock Exchanges and a list of which is available at http://www.sebi.gov.in/pmd/scsb.pdf 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 the BRLMs. A Bid submitted at the Cut-off Price is a valid Bid at all price levels within the Price Band. Only Retail Individual Bidders are entitled to bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional Bidders are not entitled to bid at the Cut-off Price. Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended. “Depository Participant” or A depository participant as defined under the Depositories Act. “DP” Designated Branch(es) Such branches of the SCSBs which shall collect the ASBA Forms and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf or at such other website as may be prescribed by SEBI from time to time. Designated Date The date on which the Escrow Collection Banks and the SCSBs transfer the funds from the Escrow Accounts and the ASBA Accounts, respectively, to the Public Issue Account, in terms of the Red Herring Prospectus. “Designated Stock Exchange” Bombay Stock Exchange. or “DSE” DRHP Draft Red Herring Prospectus dated May 18, 2010 filed with SEBI on May 19, 2010. Eligible NRI An NRI 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 Bid on the basis of the terms thereof. Equity Shares The equity shares of our Company of face value of ` 10 each. Escrow Account(s) An account to be opened with the Escrow Collection Bank(s) for this Issue and in whose favour the Bidder (including Anchor Investors and excluding ASBA Bidders) will issue cheques or drafts or RTGS instructions in respect of the Bid Amount. Escrow Agreement An agreement to be entered among our Company, the Registrar to the Issue, the Escrow Collection Banks, the Book Running Lead Managers and the Syndicate Members for the collection of Bid Amounts and for remitting refunds, if any, to the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof. First Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision Form or the ASBA Form. Floor Price The lower end of the Price Band, below which the Issue Price will not be finalised and below which no Bids will be accepted and which shall not be lesser than the face value iii Term Description of the Equity Shares, including revisions thereof. IDFC Capital IDFC Capital Limited IPO Grading Agency CRISIL Limited, the IPO grading agency appointed by our Company for grading this Issue. Issue The public issue of [●] Equity Shares for an amount aggregating to ` 1,200 million. Issue Price The final price at which Allotment will be made, as determined by our Company, in consultation with the Book Running Lead Managers. Key Managerial Personnel The personnel listed as key managerial personnel in the section titled “Our Management” on page 134. Mutual Fund Portion 5% of the Net QIB Portion or [●] Equity Shares, available for allocation to Mutual Funds on a proportionate basis. Net Proceeds Net proceeds of the Issue after deducting the Issue related expenses of our Company Net QIB Portion The portion of the QIB Portion less the number of Equity Shares allotted to the Anchor Investors, being a minimum of [●] Equity Shares to be allotted to QIBs on a proportionate basis. 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. Non-Institutional Bidders All Bidders (including Sub-Accounts which are foreign corporates or foreign individuals) that are not Qualified Institutional Buyers or Retail Individual Bidders and who have Bid for an amount more than ` 200,000. Non-Institutional Portion The portion of the Issue being not less than 10% of the Issue consisting of [●] Equity Shares, available for allocation to Non-Institutional Bidders. Pay-in Date With respect to Anchor Investors, shall be a date not later than two days after the Bid Closing Date. Pay-in Period With respect to Anchor Investors, commencing on the Anchor Investor Bidding Date and extending till the last date specified in the CAN, which shall not be later than two days after the Bid Closing Date. Price Band The price band between the Floor Price and Cap Price. Pricing Date The date on which the Issue Price is finalised by our Company, in consultation with the Book Running Lead Managers. Prospectus The prospectus of our Company to be filed with the RoC for this Issue post the Pricing Date in accordance with Sections 56, 60 and 60B of the Companies Act and the SEBI Regulations. Public Issue Account The bank account opened with the Bankers to the Issue by our Company under Section 73 of the Companies Act to receive money from the Escrow Accounts on the Designated Date and where the funds shall be transferred by the SCSBs from the ASBA Public Issue Accounts. “QIBs” or “Qualified Public financial institutions as defined in Section 4A of the Companies Act, FIIs and Institutional Buyers” Sub-Accounts (other than Sub-Accounts which are foreign corporates or foreign individuals), VCFs, scheduled commercial banks, Mutual Funds, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with a minimum corpus of ` 250 million, pension funds with a minimum corpus of ` 250 million, the NIF and Insurance Funds set up and managed by Army, Navy and Airforce of the Union of India and insurance funds set up and managed by the Department of Posts, India, eligible for bidding in this Issue. QIB Portion The portion of the Issue being at least 60% of the Issue or [●] Equity Shares to be Allotted to QIBs, including the Anchor Investor Portion. “Red Herring Prospectus” or The Red Herring Prospectus which will be filed with RoC in terms of Section 60B of “RHP” the Companies Act, at least three days before the Bid Opening Date and will become a Prospectus after filing with the RoC after the Pricing Date Refund Account(s) The account opened with the Refund Banker(s), from which refunds of the whole or part of the Bid Amount (excluding the ASBA Bidders), if any, shall be made. Refund Banker(s) The Bankers to the Issue with whom the Refund Accounts will be opened, in this case being HDFC Bank Limited. Registrar to the Issue Link Intime India Private Limited Retail Individual Bidders Individual Bidders (including HUFs and Eligible NRIs) who have not Bid for Equity Shares for an amount more than ` 200,000 in any of the bidding options in the Issue. Retail Portion The portion of the Issue being not less than 30% of this Issue, consisting of [●] Equity Shares, available for allocation to Retail Individual Bidders on a proportionate basis. Revision Form The form used by the Bidders, to modify the quantity of their Bids or their Bid Price. “Self Certified Syndicate Bank” The banks which are registered with SEBI under the Securities and Exchange Board of or “SCSB” India (Bankers to an Issue) Regulations, 1994 and offers services in relation to ASBA, including blocking of bank account and a list of which is available on iv Term Description http://www.sebi.gov.in/pmd/scsb.pdf or at such other website as may be prescribed by SEBI from time to time. Stock Exchanges The NSE and the BSE. Syndicate Agreement The agreement to be entered into among our Company and members of the Syndicate, in relation to the collection of Bids (excluding Bids from the ASBA Bidders). Syndicate Members Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this case being Sharekhan Limited, Avendus Securities Private Limited and Reliance Securities Limited. “Syndicate” or “members of the The Book Running Lead Managers and the Syndicate Members. Syndicate” “Transaction Registration Slip” The slip or document issued by any of the members of the Syndicate, or the SCSBs, as or “TRS” the case may be, upon demand to a Bidder as proof of registration of the Bid. Underwriters The Book Running Lead Managers and the Syndicate Members. Underwriting Agreement The agreement to be entered into between the Underwriters, our Company on or immediately after the Pricing Date. Working Days All days except Saturday, Sunday and any public holiday on which commercial banks in New Delhi and/or Mumbai are open for business. Conventional/General Terms, Abbreviations and References to Other Business Entities Abbreviation Full Form A/c Account. AS Accounting Standards as issued by the Institute of Chartered Accountants of India. BSE Bombay Stock Exchange Limited. CDSL Central Depository Services (India) Limited. Companies Act The Companies Act, 1956, as amended. Depositories NSDL and CDSL. Depositories Act The Depositories Act, 1996, as amended. DIN Director’s Identification Number. DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, GoI. DP ID Depository Participant’s Identity. ECB External Commercial Borrowings. NECS National Electronic Clearing System. EGM Extraordinary General Meeting. EPS Earnings per share i.e., profit after tax for a Fiscal/period divided by the weighted average number of equity shares/potential equity shares during that Fiscal/period. ESI Act Employees State Insurance Act, 1948 ESOP Employee Stock Option Plan. FCNR Account Foreign Currency Non-Resident Account. FDI Foreign Direct Investment, as understood under applicable Indian regulations. FEMA The Foreign Exchange Management Act, 1999, together with rules and regulations framed thereunder, as amended. FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 as amended. FII Foreign Institutional Investor, as defined in and registered under the FII Regulations. FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended. FVCI Foreign Venture Capital Investor as defined in and registered under the FVCI Regulations. FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended. FIPB The Foreign Investment Promotion Board, Minsitry of Finance, GoI. Fiscal or Financial Year or FY A period of twelve months ended March 31 of that particular year, unless otherwise stated. GDR Global Depository Receipts. GIR Number General Index Registry Number. GoI or Government of India Government of India. HUF Hindu Undivided Family. Indian GAAP Generally Accepted Accounting Principles in India. IFRS International Financial Reporting Standards. IPO Initial Public Offering. v Abbreviation Full Form IRDA The Insurance Regulatory and Development Authority constituted under the Insurance Regulatory and Development Authority Act, 1999, as amended. IT Information Technology. IT Act The Income Tax Act, 1961, as amended. Ltd. Limited. Merchant Banker Merchant banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. Merchant Banker Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended MICR Magnetic Ink Character Recognition. Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended. N.A. Not applicable. Net Worth The aggregate of the share capital, reserve and surplus, surplus/ deficit in profit and loss account and outstanding ESOP. NEFT National Electronic Fund Transfer Service. NGN Nigerian Naira NRE Account Non-Resident External Account. “Non Residents” or “NRs” Persons resident outside India, as defined under FEMA, including Eligible NRIs and FIIs. NRO Account Non-Resident Ordinary Account. “Non Resident Indian” or A person resident outside India, as defined under FEMA and who is a citizen of India “NRI” or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended. NSDL National Securities Depository Limited. NSE The National Stock Exchange of India Limited. “Overseas Corporate Body” or A company, partnership, society or other corporate body owned directly or indirectly “OCB” 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 and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the general permission granted to OCBs under FEMA. p.a. Per annum. PAN Permanent Account Number allotted under the IT Act. P/E Ratio Price/earnings ratio. Pvt. Private. RBI Reserve Bank of India. Regulation S Regulation S under the U.S. Securities Act. RoC Registrar of Companies, National Capital Territory of Delhi and Haryana RoNW Return on Net Worth. `, Rs. or Rupees Indian Rupees. RTGS Real Time Gross Settlement. SBI State Bank of India. SCRA The Securities Contracts (Regulation) Act, 1956, as amended. SCRR The Securities Contracts (Regulation) Rules, 1957, as amended. SEBI The Securities and Exchange Board of India constituted under the SEBI Act. SEBI Act The Securities and Exchange Board of India Act, 1992, as amended. SEBI Regulations/ ICDR The Securities and Exchange Board of India (Issue of Capital and Disclosure Regulations Requirements) Regulations, 2009, as amended. Sec Section. SGD Singapore Dollar SICA The Sick Industrial Companies (Special Provisions) Act, 1985, as amended. Sub-Account Sub-accounts registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investor) Regulations, 1995, as amended from time to time. TAN Tax Account Number Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended. TDSAT Telecom Disputes Settlement and Appellate Tribunal TRA Trust and Retention Account. TRAI Telecom Regulatory Authority of India U.S. or US or U.S.A The United States of America, including its territories and possessions, any state of the Unites States of America and the District of Columbia. USD U.S. Dollar vi Abbreviation Full Form U.S. GAAP Generally Accepted Accounting Principles in the United States of America. U.S. Securities Act The U.S. Securities Act of 1933, as amended. VCFs Venture Capital Funds as defined in and registered with SEBI under the VCF Regulations. VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended Industry/ Business Related Terms, Definitions and Abbreviations Abbreviation Full Form 2G Second generation wireless telephone technology 2.5G Stepping stone between 2G and 3G cellular wireless technologies 2.75G (EDGE) Enhanced Data Rates for GSM Evolution 3G Third generation wireless telephone technology 4G Fourth generation wireless telephone technology A2P Application to Peer AGR Adjusted Gross Revenue ARIPO African Regional Intellectual Property Organization ARPU Average Revenue Per User BSNL Bharat Sanchar Nigam Limited CDMA Code Division Multiple Access CRBT Caller Ring Back Tones CRM Customer Relationship Management DND Do Not Disturb DTH Direct-to-Home EAPO Eurasian Patent Office EPO European Patent Office EVAS Enterprise Value Added Services FMC Fixed Mobile Convergence GPRS General Packet Radio Service GR Gross Revenue GSM Global System for Mobile Communications HFCL HFCL Infotel Limited IBD Inbound Dialier IBEF India Brand Equity Foundation IDEA Idea Cellular Limited IN Intelligent Network ISA International Searching Authority ISO International Organization for Standardization ITES Information Technology Enabled Services IUC Interconnection Usage Charges IVR Interactive Voice Response IVRS Interactive Voice Response System MAT Minimum Alternative Tax m-Commerce Mobile Commerce MMS Multimedia Messaging Service MOU Minutes of Usage MTNL Mahanagar Telephone Nigam Limited MVAS Mobile Value Added Services NASSCOM National Association of Software and Services Companies NDNC Registry National Do Not Call Registry OAPI African Intellectual Property Organization OBD Outbound Dialer P2P Peer to Peer PCT Patent Co-operation Treaty, 1970 RAM Random Access Memory RBT Ring Bank Tone Reliance Reliance Communication Limited SFA Sales Force Automation SIM Subscriber Identity Module SMS Short Message Services SMSC Short Message Service Centres vii Abbreviation Full Form SNMP Simple Network Management Protocol STT Securities Transaction Tax UCC Unsolicitated Commercial Communications USSD Unstructured Supplementary Services Data VAS Value Added Services VIO Very Interactive Out dialler Vodafone Vodafone Essar Limited WAP Wireless Application Protocol viii

Description:
Peeyush Aggarwal, Mr. Rajiv Madhok, SAIF and SICP. SICP. SVB India Capital Partners I, L.P.. TenCube. TenCube Pte. Ltd., an erstwhile associate company in which we held 21.28% ownership interest as of June Prospectus, which shall be higher than or equal to the Issue Price, but not higher than.
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