V-Mart DRHP 23Jul2012

437 Pages·2013·9.63 MB·English

by  Akshay Bhandari

PROSPECTUS
Dated: February 8, 2013
Please read section 60B of the Companies Act, 1956
Book Built Issue

V-MART RETAIL LIMITED
Our Company was originally incorporated as Varin Commercial Private Limited under the Companies Act, 1956 vide certificate of incorporation dated July 24, 2002 issued by the Registrar of Companies,
West Bengal. The name of our Company was subsequently changed to V-Mart Retail Private Limited vide a fresh Certificate of Incorporation Consequent upon Change of Name dated July 11, 2006 issued by
the Registrar of Companies, West Bengal. The registered office of our Company was changed from the state of West Bengal to Delhi vide an order dated April 27, 2007 of the Company Law Board, Eastern
Region Bench at Kolkata, and subsequently, a Certificate of Registration of the Company Law Board order for Change of State dated May 22, 2007 was issued by the Registrar of Companies, National
Capital Territory of Delhi and Haryana. Our Company‟s name was changed to V-Mart Retail Limited upon conversion into a public limited company vide a Fresh Certificate of Incorporation Consequent
upon Change of Name on Conversion to a Public Limited Company dated July 11, 2008 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. The Corporate Identification
Number (“CIN”) of our Company is U51909DL2002PLC163727. For further details please refer to the chapter titled “General Information” and “History & Other Corporate Matters” on pages 42 and 153
respectively of the Prospectus.
Registered Office: F-11, Udyog Nagar Industrial Area, Peeragarhi, Rohtak Road, New Delhi – 110 041, India
Tel: [phone]; Fax: [phone]; Email: [email protected]; Website: www.vmart.co.in
Company Secretary and Compliance Officer: Yogesh Bhardwaj
PROMOTERS OF OUR COMPANY: LALIT AGARWAL, HEMANT AGARWAL, MADAN AGARWAL, MADAN GOPAL AGARWAL (HUF), LALIT M. AGARWAL (HUF) AND HEMANT
AGARWAL (HUF)
PUBLIC ISSUE OF 4,496,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH OF V-MART RETAIL LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF
` 210 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 200 PER EQUITY SHARE) AGGREGATING TO ` 944.16 MILLION (THE “ISSUE”) COMPRISING OF A FRESH
ISSUE OF 2,761,000 EQUITY SHARES BY OUR COMPANY AGGREGATING TO ` 579.81 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 1,735,000 EQUITY SHARES
(THE “OFFER FOR SALE”) BY NAMAN FINANCE AND INVESTMENT PRIVATE LIMITED (THE “SELLING SHAREHOLDER”) AGGREGATING TO ` 364.35 MILLION. THE ISSUE
WILL CONSTITUTE 25.04% OF THE POST ISSUE PAID-UP CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS `10 EACH. THE ISSUE PRICE IS ` 210 AND IS 21 TIMES THE FACE VALUE OF THE EQUITY SHARES.
In case of revision in the Price Band, the Bid/Issue Period will be extended for atleast 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 BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLM”), on the terminals of the Syndicate and to the Self Certified
Syndicate Banks (“SCSBs”).
The Issue is being made through a Book Building Process in accordance with Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended read with the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended,(“SEBI (ICDR) Regulations”) wherein 50% of the Issue shall be allocated on a proportionate basis to Qualified
Institutional Buyers (“QIBs”). Our Company and Selling Shareholder may, in consultation with the BRLM, allocated upto 30% of the QIB Portion to Anchor Investors at the Anchor Investor Price on a
discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders subject to valid Bids being
received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund
Portion will be added to the Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders
and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders as per the mechanism provided under the heading „Basis of Allotment or Allocation – For Retail Individual
Bidders‟ on page 353 of the Prospectus, subject to valid Bids being received from them at or above the Issue Price. All QIB bidders and Non-Institutional Bidders, excluding Anchor Investors, will
compulsorily participate in this Issue through the Application Supported by Blocked Amount (“ASBA”) process. Retail investors participating in this Issue may also utilize the ASBA process to submit their
Bids. For further details please see the chapter titled “Issue Procedure” on page 326 of the Prospectus.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The Face Value of Equity Shares is ` 10 and the Floor Price is 19.50
times of the Face Value and the Cap Price is 21.50 times of the Face Value. The Issue Price (as determined and justified by our Company and Selling Shareholder in consultation with the BRLM and as stated
under the chapter titled “Basis for Issue Price” on page 83 of the Prospectus) should not be taken to be indicative of the market price of Equity Shares after the Equity Shares are listed. No assurance can be
given regarding an active and/or sustained trading in Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involves 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 the Prospectus. Specific attention of the investors is invited to the chapter titled “Risk Factors” on page 15 of the Prospectus.
ISSUER‟S AND SELLING SHAREHOLDER‟S ABSOLUTE RESPONSIBILITY
Our Company having made all reasonable inquiries, accepts responsibility for, and confirms that the 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 the Prospectus is true and correct in all material respects 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. Further, the Selling Shareholder accepts responsibility for and confirms that the information relating to the Selling Shareholder contained in the Prospectus is true and correct in all material
aspects and is not misleading in any material respect.
IPO GRADING
The Issue has been graded by CARE and has been assigned the “CARE IPO Grade 3”, indicating average fundamentals through its letter dated January 4, 2013. For further details in this regard, please refer to
the chapter titled “General Information” on page 42 of the Prospectus.
LISTING ARRANGEMENT
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals of BSE and NSE, for listing of the Equity Shares
pursuant to letters dated September 05, 2012 and August 22, 2012, respectively. For the purpose of this Issue, the Designated Stock Exchange is BSE.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

Anand Rathi Advisors Limited Karvy Computershare Private Limited
11th Floor, Times Tower, Plot No. 17-24, Vithal Rao Nagar,
Kamala City, Senapati Bapat Marg, Madhapur, Hyderabad 500 081,
Lower Parel, Mumbai 400 013, India
India Tel : [phone] Toll Free: 180 0345 4001
Tel. No.: [phone] Fax: [phone]
Fax: No.: [phone] Email: [email protected]
Email: [email protected] Website: www.karvy.com
Website: www.rathi.com SEBI Registration No. INR000000221
SEBI Registration No.: MB / INM000010478 Contact person: M Murali Krishna
Contact Person: Akshay Bhandari
BID/ISSUE PROGRAMME
BID/ISSUE OPENED ON: FRIDAY, FEBRUARY 1, 2013* BID/ISSUE CLOSED ON: TUESDAY, FEBRUARY 5, 2013
* The Anchor Investor Bid / Issue Period closed on January 31, 2013
TABLE OF CONTENTS

PARTICULARS PAGE

Section I – Definitions and Abbreviations 1
Company Related Terms 1
Issue Related Terms 2
Technical/Industry Related Terms / Abbreviations 7
Conventional and General Terms/ Abbreviations 8
Section II – General 11
Presentation of Financial Information and Use of Market Data 11
Forward Looking Statements 13
Section III – Risk Factors 15
Section IV – Introduction 32
Summary of the Industry 32
Summary of our Business 34
Summary of Financial Information 36
The Issue 40
General Information 42
Capital Structure 52
Section V – Objects of the Issue 73
Objects of the Issue 73
Basis for Issue Price 83
Statement of Tax Benefits 86
Section VI – About Us 95
Industry Overview 95
Our Business 127
Key Industry Regulations and Policies 148
History and Other Corporate Matters 153
Our Management 165
Our Promoters and Promoter Group 185
Group Entity 190
Dividend Policy 192
Section VII – Financial Information 193
Financial Information 193
Financial Indebtedness 239
Management‟s Discussion and Analysis of Financial Condition and Results of Operations 245
Section VIII – Legal and other Regulatory Information 271
Outstanding Litigations, Material Developments and Other Disclosures 271
Government and Other Statutory Approvals 283
Section IX – Other Regulatory and Statutory Disclosures 307
Section X – Issue Related Information 320
Terms of the Issue 320
Issue Structure 323
Issue Procedure 326
Restrictions on Foreign Ownership of Indian Securities 365
Section XI – Description of Equity Shares and Terms of the Articles of Association 366
Main Provisions of the Articles of Association of our Company 366
Section XII – Other Information 421
Material Contracts and Documents for Inspection 421
Section XIII – Declaration 423
SECTION I

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as
assigned therewith.

Notwithstanding the definitions and abbreviations included in this section,

(i) In the chapter titled “Our Business” on page 127 of the Prospectus, defined terms shall have the meaning
given to such terms in that section;

(ii) In the chapter titled “Industry Overview” on page 95 of the Prospectus, defined terms shall have the
meaning given to such terms in that section;

(iii) In the chapter titled “Financial Information” on page 193 of the Prospectus, defined terms shall have the
meaning given to such terms in that section;

(iv) In the chapter titled “Management‟s Discussion and Analysis of Financial Condition and Results of
Operations” on page 245 of the Prospectus, defined terms shall have the meaning given to such terms in
that section;

(v) In the chapter titled “Key Industry Regulations and Policies” on page 148 of the Prospectus, defined
terms shall have the meaning given to such terms in that section.

Company Related Terms

Term Description
Articles /AoA / Articles of The articles of association of our Company, as amended from time to time.
Association
Auditor/ Statutory Auditor The statutory auditor of our Company Walker, Chandiok & Co., Chartered
Accountants.
Board of Directors/Board The board of directors of our Company or a committee constituted thereof,
unless the context otherwise specifies.
Director(s) Director(s) of our Company, unless otherwise specified.
Equity Shareholders Person(s) holding Equity Shares of our Company unless the context otherwise
specifies.
Executive Director(s) Lalit Agarwal, Hemant Agarwal and Madan Agarwal
Group Entity Companies, firms, ventures promoted by the Promoter, irrespective of
whether such entities are covered under section 370(1)(B) of the Companies
Act or not and disclosed in the chapter titled “Group Entity” on page 190 of
the Prospectus.
Hemant Agarwal The Individual Promoter and Director of our Company and also referred as
„Hemanta Kumar Agarwal‟ and „Hemant M Agarwal‟.
Independent Director(s) Aakash Moondhra, Krishan Kumar Gupta, Kamal Kumar Gupta
Individual Promoter(s) Lalit Agarwal, Hemant Agarwal and Madan Agarwal.
IPO Committee The committee of the Board of Directors constituted as our Company‟s initial
public offer committee and authorised to take decisions on matters related to
or incidental to the Issue.
KMP / Key Managerial Key Managerial Personnel of our Company as mentioned in the chapter titled
Personnel “Our Management”
Lalit Agarwal The Individual Promoter and Director of our Company and also referred as
„Lalit Madangopal Agarwal‟ or „Lalit M. Agarwal‟
Listing Agreements Listing agreement to be entered into between our Company and the Stock
Exchanges.
Madan Agarwal The Individual Promoter and Director of our Company and also referred as
„Madan Gopal Kandoi‟ and „Madan Gopal Agarwal‟ or Madan Gopilal
Agarwal.
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Term Description
Memorandum / MoA / The memorandum of association of our Company, as amended from time to
Memorandum of time.
Association
Operations Committee The committee of the Board of Directors constituted for the purpose of
reviewing the overall operations of our Company from time to time.
Promoters The promoters of our Company namely, Lalit Agarwal, Hemant Agarwal,
Madan Agarwal, Lalit M. Agarwal (HUF), Hemant Agarwal (HUF) and
Madan Gopal Agarwal (HUF)
Promoter Group Includes such persons and entities constituting our promoter group in terms of
Regulation 2(1)(zb) of the SEBI (ICDR) Regulations and disclosed in the
chapter titled “Our Promoters and Promoter Group”
Registered Office The registered office of our Company being F-11, Udyog Nagar Industrial
Area, Peeragarhi, Rohtak Road, New Delhi – 110041, India.
Selling Shareholder Naman Finance and Investment Private Limited, a company registered under
the Companies Act and having its registered office at 212, 2nd Floor, T.V.
Industrial Estate, 52, S.K. Ahire Marg, Worli, Mumbai – 400 030.
“V-Mart Retail Limited”, Unless the context otherwise indicates or implies, refers to V-Mart Retail
“V-Mart”, “We”, “us”, Limited, a company registered under the Companies Act, 1956 and having its
“our”, “Issuer”, registered office at F-11, Udyog Nagar Industrial Area, Peeragarhi, Rohtak
“Company” or “our Road, New Delhi – 110 041, India.
Company”

Issue Related Terms

Term Description
Allotment/ Allot/Allotted Unless the context otherwise requires, the allotment of Equity Shares pursuant
to the Fresh Issue and transfer of the Equity Shares offered by the Selling
Shareholder pursuant to the Offer for Sale to successful Bidders.
Allotment Advice The note or advice or intimation of Allotment sent to the Bidder except Anchor
Investors, who have been or are to be Allotted the Equity Shares after the Basis
of Allotment has been approved by the Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anand Rathi Advisors Anand Rathi Advisors Limited, a company incorporated under the Companies
Limited / Anand Rathi / Act, 1956 and having its corporate office at 11th Floor, Times Tower, Kamala
ARAL Mills, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, Maharashtra,
India.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion
with a minimum Bid of ` 100 million.
Anchor Investor Bid/Issue The day, one Working Day prior to the Bid/ Issue Opening Date, on which Bids
Period by Anchor Investors were submitted and allocation to Anchor Investors was
completed.
Anchor Investor Issue ` 210 per Equity Share
Price
Anchor Investor Portion Upto 30% of the QIB Portion which was allocated by our Company and / or the
Selling Shareholder 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
price at which allocation is being done to other Anchor Investors.
Application Supported by An application, whether physical or electronic, used compulsorily by all QIBs
Blocked Amount/ ASBA (except Anchor Investors) and Non-Institutional Bidders and optionally by
Retail Individual Bidders to make a Bid authorising a SCSB, either directly or
through the Syndicate ASBA Members, to block the Bid Amount in their
specified bank account maintained with the SCSB.
ASBA Account Account maintained with a SCSB which will be blocked by such SCSB to the
extent of the appropriate Bid Amount in relation to a Bid by an ASBA Bidder.
ASBA Bidder Any Bidder, other than Anchor Investors, in this Issue who bids through ASBA.
Banker(s) to the Issue/ The banks which are clearing members and registered with SEBI as Banker to
Escrow Collection Bank(s) the Issue with whom the Escrow Account will be opened, in this case being
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Term Description
IndusInd Bank Limited and Axis Bank Limited.
Basis of Allotment The basis on which Equity Shares will be Allotted to Bidders under the Issue
and which is described in chapter titled “Issue Procedure – Basis of Allotment”
on page 353 of the Prospectus.
Bid / Bids An indication to make an offer during the Bid / Issue Period (including, in the
case of Anchor Investors, the Anchor Investor Bid/Issue Period) by a Bidder
pursuant to submission of a Bid cum Application Form to subscribe to the
Equity Shares of our Company at a price within the Price Band, including all
revisions and modifications thereto.
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application
Form and which is payable by the Bidder on submission of the Bid in the Issue.
Bid / Issue Closing Date Except in relation to Anchor Investor, February 5, 2013.
Bid / Issue Opening Date Except in relation to the Anchor Investor(s), February 1, 2013.
Bid cum Application Form The form used by a Bidder to make the Bid and which is considered as the
application for Allotment for the purposes of the Red Herring Prospectus and
the Prospectus including the Bid cum Application Form used by ASBA
Bidders.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form.
Bid / Issue Period/ The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing
Bidding / Issue Period Date, inclusive of both days, during which prospective Bidders (except Anchor
Investors) and the ASBA Bidders submitted their Bids, including any revisions
thereof.
Book Building Process/ Book building process as provided in Schedule XI of the SEBI (ICDR)
Book Building Method Regulations, in terms of which this Issue is being made.
BRLM / Book Running Anand Rathi Advisors Limited.
Lead Manager
CAN / Confirmation of Notice or intimation of allocation of Equity Shares sent to Anchor Investors,
Allocation Note who have been allocated Equity Shares, after Basis of Allotment has been
approved by the Designated Stock Exchange.
CARE Credit Analysis and Research Limited
CARE Research Report Report prepared by CARE Limited titled “Indian Retail Industry 2012 – CARE
Research” on page 95 of the Prospectus.
Cap Price The higher end of the Price Band, above which the Issue Price will not be
finalized and above which no Bids will be accepted.
Compliance Officer The Company Secretary of our Company, being Yogesh Bhardwaj.
Controlling Branches Such branches of the SCSB which coordinate with, the Registrar to the Issue
and the Stock Exchanges, a list of which is available on http://www.sebi.gov.in
Cut-off Price The Issue Price, finalised by our Company and the Selling Shareholder in
consultation with the Book Running Lead Manager. Only Retail Individual
Bidders are entitled to Bid at the Cut-off Price, for a Bid Amount not exceeding
` 200,000. No other categories of Bidders are entitled to Bid at the Cut-off
Price.
Depository National Securities Depository Limited and Central Depository Services (India)
Limited or any other depository registered with the SEBI under the Securities
and Exchange Board of India (Depositories and Participants) Regulations, 1996.
Depositories Act The Depositories Act, 1996 as amended from time to time.
Depository Participant or A depository participant registered with the SEBI under the Depository Act.
DP
Designated Branches All branches of the SCSBs which shall collect the Bid cum Application Forms
used by the Bidders applying through the ASBA process and a list of which is
available on http://www.sebi.gov.in/pmd/scsb.pdf
Designated Date The date on which funds are transferred from the Escrow Account to the Public
Issue Account or the amount blocked by the SCSB is transferred from the bank
account of the ASBA Bidder to the ASBA Public Issue Account, as the case
may be, after this Prospectus is filed with the Designated Stock Exchange.
Designated Stock BSE Limited has been designated as the designated stock exchange for the
Exchange purposes of the Issue.
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Term Description
Draft Red Herring The draft red herring prospectus dated July 23, 2012 issued in accordance with
Prospectus or DRHP Section 60B of the Companies Act and SEBI (ICDR) Regulations, filed with
SEBI and which does not contain complete particulars of the price at which the
Equity Shares would be issued and the size of the Issue.
Escrow Account(s) Account opened with the Escrow Collection Bank(s) for the Issue and in whose
favour the Bidder (including Anchor Investor and excluding the ASBA Bidders)
issued or will issue cheques or drafts in respect of the Bid Amount when
submitting a Bid.
Escrow Agreement Agreement dated January 15, 2013 entered into by our Company, the Selling
Shareolder, the Registrar to the Issue, the BRLM, the Syndicate Members and
the Escrow Collection Bank(s) for collection of the Bid Amounts and where
applicable, refunds of the amounts collected to the Bidders (excluding the
ASBA Bidders) on the terms and conditions thereof.
Equity Shares Equity shares of our Company of the face value of ` 10 each, fully paid up,
unless otherwise specified in the context thereof.
Escrow Collection Banks The banks which are clearing members and registered with SEBI, in this case
being IndusInd Bank Limited and Axis Bank Limited.
First / Sole Bidder The Bidder whose name appeared first in the Bid cum Application Form or
Revision Form.
Floor Price The lower end of the Price Band, at or above which the Issue Price will be
finalised and below which no Bids will be accepted, that is, ` 195 per Equity
Share.
Fresh Issue The fresh issue of 2,761,000 Equity Shares by our Company of ` 10 each
aggregating to ` 579.81 million, to be issued by our Company for subscription
pursuant to the terms of the Prospectus.
Fresh Issue Proceeds Gross proceeds to be raised through the Fresh Issue
General Corporate Means and includes such identified purposes for which no specific amount is
Purposes allocated or any amount so specified towards general corporate purpose and
does‟not include any issue related expenses.
IPO Grading Agency CARE, the credit rating agency appointed by our Company for grading this
Issue.
Issue This Initial Public issue of 4,496,000 Equity Shares of ` 10 each for cash at a
price of ` 210 per equity share (including a share premium of ` 200 per equity
share) aggregating to ` 944.16 million consisting of the Fresh Issue by our
Company and Offer for Sale by the Selling Shareholder.
Issue Agreement The agreement dated July 19, 2012 entered into among our Company, the
Selling Shareholder and the BRLM, pursuant to which certain arrangements are
agreed to in relation to the Issue
Issue Price ` 210 per Equity Share
Issue Proceeds The proceeds of the Issue that is available to our Company and the Selling
Shareholder
Mutual Fund Portion 5% of the Net QIB Portion (excluding the Anchor Investor Portion) or 78,680
Equity Shares available for allocation to Mutual Funds only, out of the QIB
Portion (excluding the Anchor Investor Portion).
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996.
Net Proceeds The Fresh Issue Proceeds less our Company‟s share of Issue expenses.
Net QIB Portion The QIB Portion excluding the Anchor Investor Portion.
Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for
Equity Shares for an amount of more than ` 200,000.
Non-Institutional Portion The portion of the Issue not less than 674,400 Equity Shares of ` 10 each, for
cash at a price of ` 210 per Equity Share (including a share premium of ` 200
per Equity Share) available for allocation to Non-Institutional Bidders.
Non-Resident A person resident outside India, as defined under FEMA and includes a non-
resident Indian.
Non Syndicate Broker All the locations, around 400 as mentioned by SEBI in the circular no.
Centre CIR/CFD/14/2012 dated October 04, 2012 and consequently uploaded by BSE
and NSE on their respective websites at www.bseindia.com and
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Term Description
www.nseindia.com, where the Bids can be submitted to a Non Syndicate Stock
Broker.
Non Syndicate Stock shall mean a stock broker registered as a member of a Stock Exchange but not
Broker forming not entered into a Sub-Syndicate Agreement with the Syndicate
Member and is not a part of the Syndicate.
Non Syndicate Stock Investors applying through Non Syndicate Stock Broker at a Non Syndicate
Broker Mechanism Broker Centre pursuant to SEBI circular no. CIR/CFD/14/2012 dated October
04, 2012.
Offer for Sale The offer for sale of 1,735,000 Equity Shares aggregating to ` 364.35 million
by the Selling Shareholder.
Pay-in Date Bid Closing Date or the last date specified in the CAN sent to Bidders or
Anchor Investors, as applicable.
Pay-in-Period With respect to Anchor Investors, it shall be the Anchor Investor Bid/ Issue
Period and if the price fixed as a result of Book Building is higher than the price
at which the allocation is made to Anchor Investor, the Anchor Investor shall
bring in the additional amount. For Bidder(s), other than Anchor Investors, the
period commencing on the Bid / Issue Opening Date and continuing till the Bid
/ Issue Closing Date.
Pre-IPO Investors The investors who have been allotted Equity Shares under the Pre-IPO
Placement namely Antique Finsec Private Limited, Antique Stock Broking
Limited, Four Dimensions Securities (India) Limited, Lata Manek Bhanshali,
Merit Credit Corporation Limited and Tejal Rohit Kothari.
Pre-IPO Placement The allotment made by our Company on January 6, 2013, after filing of the
Draft Red Herring Prospectus with the Securities and Exchange Board of India,
of 1,250,000 Equity Shares at a price of ` 210 per Equity Share to the Pre-IPO
Investors aggregating to ` 262.50 million.
Price Band Price band, of a minimum price (floor of the price band) of ` 195 and the
maximum price (cap of the price band) of ` 215.
Pricing Date The date on which our Company and Selling Shareholder in consultation with
the BRLM finalizes the Issue Price.
Prospectus This prospectus dated February 8, 2013 of our Company filed with the RoC for
this Issue after the Pricing Date, in accordance with Sections 56, 60 and 60B of
the Companies Act and the SEBI (ICDR) Regulations.
Public Issue Account Account opened with the Bankers to the Issue to receive monies from the
Escrow Account and the SCSBs from the bank accounts of the ASBA Bidders
on the Designated Date.
Qualified Foreign Investors (i) Resident in a country that is a member of Financial Action Task Force
or QFIs‟ (FATF) or a member of a group which is a member of FATF; and

(ii) Resident in a country that is a signatory to IOSCO‟s MMOU (Appendix
A Signatories) or a signatory of a bilateral MOU with SEBI.

Provided that the person is not resident in a country listed in the public
statements issued by FATF from time to time on (i) jurisdictions having a
strategic Anti-Money Laundering/ Combating the Financing of Terrorism
(AML/CFT) deficiencies to which counter measures apply; (ii) jurisdictions that
have not made sufficient progress in addressing the deficiencies or have not
committed to an action plan developed with the FATF to address the
deficiencie.

Provided further such person is not resident in India: Provided further that such
person is not registered with SEBI as a Foreign Institutional Investor or sub-
account or Foreign Venture Capital Investor.

Explanation: For the purpose of this clause:

(1) The term “Person”shall carry the same meaning under section 2(31) of
the IT Act.
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Term Description
(2) The phrase “resident in India” shall carry the same meaning as in the IT
Act.
(3) “Resident” in a country, other than India, shall mean resident as per the
direct tax laws of the country.
(4) “Bilateral MoU with SEBI” shall mean the bilateral MoU between SEBI
and the overseas regulator that inter alia provides for information sharing
arrangements.
(5) Member of the FATF shall not mean an Associate member of FATF.
Qualified Institutional Regulation 2 (1) (zd) of the SEBI (ICDR) Regulations defines qualified
Buyers or QIBs institutional buyer to mean public financial institutions as specified in Section
4A of the Companies Act, scheduled commercial banks, mutual fund registered
with SEBI, FII and sub-account registered with SEBI, other than a sub-account
which is a foreign corporate or foreign individual, multilateral and bilateral
development financial institution, venture capital fund registered with SEBI,
alternative investment funds registered with SEBI, foreign venture capital
investor registered with SEBI, state industrial development corporation,
insurance company registered with IRDA, provident fund with minimum corpus
of ` 250 million, pension fund with minimum corpus of ` 250 million, National
Investment Fund set up by Government of India, insurance funds set up and
managed by the army, navy or air force of the Union of India and insurance
funds set up and managed by the Department of Posts, India.

Provided that for the purpose of this Issue, alternative investment funds
registered with SEBI and containing funds from foreign investors, FVCIs, QFIs,
FIIs and sub-account registered with SEBI and multilateral and bilateral
development financial institutions will not be permitted to invest in this Issue.
QIB Portion The portion of the Issue being 2,248,000 Equity Shares of ` 10 each, for cash at
a price of ` 210 per Equity Share (including a share premium of ` 200 per
Equity Share) to be Allotted to QIBs including the Anchor Investor Portion.
Reserve Bank of India Act/ The Reserve Bank of India Act, 1934, as amended.
RBI Act
Refund Account The account(s) opened with Escrow Collection Bank(s), from which refunds, if
any, of the whole or part of the Bid Amount (excluding to the ASBA Bidders)
shall be made.
Refund Bank(s) IndusInd Bank Limited
Refunds through electronic Refunds through electronic transfer of funds means refunds through Direct
transfer of funds Credit, ECS/ NECS, RTGS, NEFT as applicable.
Registrar to the Issue / Registrar to the Issue, in this case being Karvy Computershare Private Limited.
Registrar
Retail Individual Bidder(s) Individual Bidders (including HUFs applying through their Karta) who have
Bid for Equity Shares for an amount not more than ` 200,000 in any of the
bidding options in the Issue.
Retail Portion The portion of the Issue not less than 1,573,600 Equity Shares of ` 10 each, for
cash at a price of ` 210 per Equity Share (including a share premium of ` 200
per Equity Share) available for allocation to Retail Individual Bidder(s).
Revision Form The form used by the Bidders, including ASBA Bidders, to modify the quantity
of Equity Shares or the Bid Price in any of their Bid cum Application Forms or
any previous Revision Form(s).
RHP or Red Herring The red herring prospectus dated January 17, 2013 issued in accordance with
Prospectus section 60B of the Companies Act, which did not have complete particulars of
the price at which the Equity Shares are offered and the size of the Issue.
SCSB Agreement The deemed agreement between the SCSBs, the BRLM, the Registrar to the
Issue, our Company and the Selling Shareholder, in relation to the collection of
Bids from the ASBA Bidders and payment of funds by the SCSBs to the Public
Issue Account.
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to
time
SEBI ESOP Guidelines SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
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Term Description
Guidelines, 1999 as amended.
SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended from time
Regulations to time
SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as
amended from time to time.
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended from time to time
Self Certified Syndicate The Banks which are registered with SEBI under SEBI (Bankers to an Issue)
Bank or SCSBs Regulations, 1994 and offers services of ASBA, including blocking of bank
account and a list of which is available on http://www.sebi.gov.in
Stock Exchanges BSE Limited and National Stock Exchange of India Limited
Sub Syndicate Member A SEBI Registered member of BSE and/ or NSE appointed by the BRLM and/
or Syndicate Member to act as a Sub Syndicate Member in the Issue.
Syndicate The BRLM, the Syndicate Members and the Sub Syndicate Members.
Syndicate Agreement The agreement dated January 15, 2013 entered into between the BRLM along
with the Syndicate Members our Company and the Selling Shareholder in
relation to the collection of Bids (excluding Bids by ASBA Bidders submitted
directly to SCSBs) in this Issue.
Syndicate ASBA Branches Branches of SCSBs in the Syndicate ASBA Bidding Centres, which would
accept the Bid cum Application Forms from the Syndicate ASBA Members.
Syndicate ASBA Members Those members of the Syndicate who can procure Bid cum Application
Forms (in relation to ASBA).
Syndicate Members An intermediary registered with the SEBI to act as a syndicate member and who
is permitted to carry on the activity as an underwriter, in this case being Anand
Rathi Advisors Limited.
TRS / Transaction The slip or document issued by a member of the Syndicate or the SCSB (only
Registration Slip on demand), as the case may be, to the Bidder as proof of registration of the
Bid.
Underwriters The BRLM and the Syndicate Members
Underwriting Agreement The agreement dated February 8, 2013 among the Underwriters, our Company
and the Selling Shareholder.
Working Day All days on which banks in Mumbai are open for business except Sunday and
any bank holiday, provided however during the Bidding Period and the Anchor
Investor Bidding Date, a Working Day means all days on which banks in
Mumbai are open for business and shall not include a Saturday, Sunday or a
bank holiday.

Technical/Industry Related Terms / Abbreviations

Term Description
Classification of Cities by Except as disclosed in the „Industry‟ chapter, our Company has classified the
our Company cities for internal use, based on the population of the cities/districts as per Census
of India 2011 into the following categories: Metros, Tier-I, Tier-II and Tier-III
Metros and Tier-I Cities Internal classification of our Company for cities in this case being Delhi,
Mumbai, Chennai and Kolkata and cities which are either the capital of the states
and Union Territories or having a population of more than 3 million
Tier-II Cities Internal classification of our Company for cities having a population between 0.5
million to 3 million, excluding capital of the states
Tier-III Cities Internal classification of our Company for cities having a population of less than
0.5 million, excluding capital of the states
Average Billing / Average billing is the average value of the cash memos, also referred to as the
Transaction Size „Ticket Size,‟ which is determined by sales divided by number of cash memos
Concept Classification Internal classification of our stores based on which the product mix of the store is
decided being Aspire, Plus, Corporate and Budget
Conversion Number of cash memos divided by Footfall
F&B Food and Beverage
F&G Food and Grocery
FMCG Fast Moving Consumer Goods
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Term Description
Footfall Physical count of the number of people (adults) entering the store. Children will
be excluded from the counting
Inventory Stock Turn / No. of times the stock has been turned around during a year, calculated based on
Inventory Turnover ratio / the sales of our Company. Calculated as total revenue from operations divided by
times the average of opening and closing stock for the year
Inventory Stock Days/ No. of days for which the inventory is carried, calculated based on the sales of
Inventory Turnover Days our Company. Calculated as total revenue from operations divided by the average
of opening and closing stock for the year. The resultant number is then used as a
divisor for dividng 365 days
Like to Like Sales Sales of a particular store vis-à-vis the previous year, wherein they have been
operational for 12 months in a year
LOI Letter of Intent
MoU Memorandum of Understanding
LoI Letter of Intent
MRP Maximum Retail Price, the selling price (inclusive of all taxes) above which
goods cannot be priced and sold
PCI Per Capita Income
PFCE Private Final Consumption Expenditure
PoS Point of Sale
RFID Radio Frequency Identification Device
SCM Supply Chain Management
Shrinkage Shrinkage in the retail business is defined as the loss in inventory through a
combination of shoplifting by customer, pilferage by employee, damage,
obsolescence, expiry and error in documents and transaction that go un-noticed
and later adjusted for upon physical verification of stock with book stock
Young Families Start up families, nuclear families, young married couples with or without
children

Conventional and General Terms/ Abbreviations

Term Description
A/c Account
Act or Companies Act Companies Act, 1956 and amendments made from time to time
AGM Annual General Meeting
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
BPLR Bank Prime Lending Rate
BSE BSE Limited
BV Book Value
CAGR Compounded Annual Growth Rate
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CESTAT Central Excise and Service Tax Appellate Tribunal
CIN Corporate Identification Number
CST Act Central Sales Tax Act, 1956
CY Calendar Year
DER Debt Equity Ratio
DG Diesel Generator
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion
DP/ Depository Participant A depository participant as defined under the Depositories Act, 1996
DP ID Depository Participant‟s Identity
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EPF Act Employees' Provident Fund & Miscellaneous Provisions Act, 1952
EPFO Employees' Provident Fund Organisation
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