DRAFT RED HERRING PROSPECTUS Dated March 27, 2015 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please read Section 32 of the Companies Act, 2013) 100% Book Building Offer AMAR UJALA PUBLICATIONS LIMITED Our Company was initially formed and registered as a partnership firm under the provisions of Indian Partnership Act, 1932 through a partnership deed dated September 1, 1979 in the name and style of M/s Amar Ujala Publications, with registration number B-1695. Mr. Rajul Maheshwari and Ms. Sneh Lata Maheshwari, two of our Promoters, among others, were partners of the firm. Based on the mutual agreement of the partners, M/s Amar Ujala Publications was subsequently converted into a public limited company under the name and style ‘Amar Ujala Publications Limited’ under the Companies Act, 1956, with a certificate of incorporation granted on March 29, 2001 by the erstwhile Registrar of Companies, Uttar Pradesh (currently designated as the Registrar of Companies, Uttar Pradesh and Uttaranchal) at Kanpur. A fresh certificate of incorporation consequent upon change in the registered office of our Company from the State of Uttar Pradesh to Delhi was granted by the Registrar of Companies, NCT of Delhi and Haryana (“RoC”) on February 26, 2007. For details of the change in the registered office of our Company, see the section titled “History and Certain Corporate Matters” at page 152. Registered Office: 1101, 11th Floor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, Connaught Place, New Delhi 110 001, India Telephone: +91 11 2373 6873; Facsimile: +91 11 4151 6166 Corporate Office: C-21, Sector 59, Noida 201 301, India Telephone: +91 120 249 0994; 469 4000 Facsimile: +91 120 258 7325 Contact Person: Mr. Dipankar Dutta; Telephone: +91 120 469 4000; Facsimile: +91 120 258 7325 E-mail: [email protected]; Website: www.amarujala.com; Corporate Identity Number: U22121DL2001PLC159705 PROMOTERS OF OUR COMPANY: MR. RAJUL MAHESHWARI, MS. SNEH LATA MAHESHWARI, MR. TANMAY MAHESHWARI AND ANTARCTICA FINVEST PRIVATE LIMITED PUBLIC OFFER OF [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF AMAR UJALA PUBLICATIONS LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE, AGGREGATING UP TO ` [●] MILLION (THE “OFFER”) COMPRISING OF A FRESH ISSUE OF [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ` 500 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 2,690,234 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY MR. RAJUL MAHESHWARI, MS. SNEH LATA MAHESHWARI AND PUN UNDERTAKINGS NETWORK PRIVATE LIMITED (THE “SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE FULLY DILUTED POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.* *Our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, may offer a discount of up to [●]% (equivalent to ` [●]) on the Offer Price to Retail Individual Bidders (“Retail Discount”). THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH THE PRICE BAND, RETAIL DISCOUNT, IF ANY, AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID OPENING DATE In case of any revision in the Price Band, the Bidding Period shall be extended for at least three Working Days after such revision of the Price Band, subject to the total Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the Syndicate Members. Pursuant to Rule 19(2)(b)(i) of the Securities Contracts Regulation Rules, 1957, as amended (“SCRR”) read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”), the Offer is being made for at least 25% of the post-Offer capital. The Offer is being made through the Book Building Process in accordance with Regulation 26(1) of the SEBI Regulations, wherein 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 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. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Offer 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 remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received from them at or above the Offer Price such that, subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis. All investors, other than Anchor Investors, can participate through the Applications Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”). However, QIBs (excluding Anchor Investors) and Non-Institutional Bidders are mandatorily required to submit their Bids by way of ASBA only. For details, see the section titled "Offer Procedure" at page 370. RISKS IN RELATION TO FIRST OFFER This being the first public issue of the Issuer, there is no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 each. The Floor Price is [●] times of the face value and the Cap Price is [●] times of the face value. The Offer Price as determined and justified by our Company and the Selling Shareholders in consultation with the Book Running Lead Managers in accordance with the SEBI Regulations and as stated in the section titled “Basis for Offer Price” at page 88 should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Issuer and this Offer, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” at page 12. ISSUER’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Offer, which is material in the context of this Offer, 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. Further, the Selling Shareholders accept responsibility for and confirm that the information relating to the Selling Shareholders contained in this Draft Red Herring Prospectus are true and correct in all material aspects and are not misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received in-principle approvals from the BSE and the NSE for listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of this Offer, the [●] shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER AXIS CAPITAL LIMITED IDFC SECURITIES LIMITED LINK INTIME INDIA PRIVATE LIMITED 1st floor, Axis House, C 2 Wadia International Centre Naman Chambers C-32, G Block C-13, Pannalal Silk Mills Compound Pandurang Budhkar Marg, Worli Bandra Kurla Complex, Bandra (East) L.B.S. Marg, Bhandup (West) Mumbai 400 025, Maharashtra, India Mumbai 400 051, Maharashtra, India Mumbai 400 078 Telephone: +91 22 4325 2183 Telephone: +91 22 6622 2600 Telephone: +91 22 6171 5400 Facsimile: +91 22 4325 3000 Facsimile: +91 22 6622 2501 Facsimile: +91 22 2596 0329 E-mail: [email protected] E-mail: [email protected] Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected] Email: [email protected] Website: www.axiscapital.co.in Website: www.idfccapital.com Website: www.linkintime.co.in Contact Person: Ms. Kanika Goyal Contact Person: Mr. Akshay Bhandari Contact Person: Mr. Sachin Achar SEBI Registration No.: INM000012029 SEBI Registration No.: MB / INM000011336 SEBI Registration No.: INR000004058 BID/OFFER PROGRAMME* FOR ALL BIDDERS: OFFER OPENS ON [●] FOR QIBs**: OFFER CLOSES ON [●] FOR RETAIL AND NON-INSTITUTIONAL BIDDERS: OFFER CLOSES ON [●] * Our Company may consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Period, i.e., one Working Day prior to the Bid Opening Date. **Our Company and Selling Shareholders may, in consultation with the Book Running Lead Managers, decide to close the Bidding Period for QIBs one day prior to the Bid Closing Date. TABLE OF CONTENTS SECTION I – GENERAL ........................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ................................................................................................................ 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ......................................................................................................................... 9 FORWARD-LOOKING STATEMENTS ............................................................................................................... 11 SECTION II – RISK FACTORS ............................................................................................................................. 12 SECTION III – INTRODUCTION .......................................................................................................................... 41 SUMMARY OF INDUSTRY ................................................................................................................................. 41 SUMMARY OF BUSINESS ................................................................................................................................... 45 SUMMARY FINANCIAL INFORMATION ......................................................................................................... 47 THE OFFER ............................................................................................................................................................ 56 GENERAL INFORMATION .................................................................................................................................. 57 CAPITAL STRUCTURE ........................................................................................................................................ 66 OBJECTS OF THE OFFER .................................................................................................................................... 81 BASIS FOR OFFER PRICE ................................................................................................................................... 88 STATEMENT OF TAX BENEFITS ....................................................................................................................... 91 SECTION IV – ABOUT THE COMPANY........................................................................................................... 104 INDUSTRY OVERVIEW ..................................................................................................................................... 104 OUR BUSINESS ................................................................................................................................................... 115 REGULATIONS AND POLICIES ....................................................................................................................... 144 HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................... 152 OUR MANAGEMENT ......................................................................................................................................... 161 OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 175 OUR GROUP COMPANIES AND ENTITIES .................................................................................................... 181 RELATED PARTY TRANSACTIONS ................................................................................................................ 191 DIVIDEND POLICY ............................................................................................................................................ 192 SECTION V – FINANCIAL INFORMATION .................................................................................................... 193 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF OUR COMPANY .................................................................................................................. 275 FINANCIAL INDEBTEDNESS ........................................................................................................................... 295 SECTION VI – LEGAL AND OTHER INFORMATION .................................................................................. 303 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................... 303 GOVERNMENT AND OTHER APPROVALS ................................................................................................... 332 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 348 SECTION VII – OFFER INFORMATION .......................................................................................................... 362 TERMS OF THE OFFER ...................................................................................................................................... 362 OFFER STRUCTURE........................................................................................................................................... 366 OFFER PROCEDURE .......................................................................................................................................... 370 SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ........................................ 421 SECTION IX – OTHER INFORMATION ........................................................................................................... 447 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................. 447 DECLARATION ................................................................................................................................................... 449 SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, requires or implies, the following terms shall have the meanings set forth below in this Draft Red Herring Prospectus. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. Company Related Terms Term Description A and M Scheme Scheme of merger between A and M Publications Limited with our Company. Amar Ujala Prakashan Scheme Scheme of merger between Amar Ujala Prakashan Limited with our Company. “Articles” or “Articles of The articles of association of our Company, as amended. Association” or “AoA” Auditors The statutory auditors of our Company, being Doogar & Associates, Chartered Accountants. Audit Committee The audit committee of our Board of Directors. “Board” or “Board of Directors” or The board of directors of our Company, as duly constituted from time to time “our Board” including any duly constituted committees thereof. Corporate Office The corporate office of our Company, located at C-21, Sector 59, Noida 201 301. Director(s) The director(s) on our Board. Equity Listing Agreements Listing agreements to be entered into by our Company with the Stock Exchanges for listing of the Equity Shares. Equity Shares Equity shares of our Company of face value of ` 10 each. Group Companies and Entities The companies, firms, ventures, etc. promoted by our Promoters, as described in the section titled “Our Group Companies and Entities” at page 181. IPO Committee The committee of our Board constituted for the Offer in accordance with the Articles of Association. The IPO Committee consists of Mr. Deepak Bansal as the chairman and Mr. Rajul Maheshwari, Mr. Probal Ghosal, Ms. Sneh Lata Maheshwari and Mr. Dipankar Dutta, as members. “Key Managerial Personnel” or The key managerial personnel as listed in the section titled “Our Management” at page “KMP” 161. Managing Director The managing Director of our Company, Mr. Rajul Maheshwari. “Memorandum” or “Memorandum of The memorandum of association of our Company, as amended. Association” or “MoA” Nomination and Remuneration The nomination and remuneration committee of our Board of Directors. Committee “Our Company” or “the Company” Amar Ujala Publications Limited, a public limited company incorporated under the or “the Issuer” Companies Act, 1956. Promoters The promoters of our Company, namely Mr. Rajul Maheshwari, Ms. Sneh Lata Maheshwari, Mr. Tanmay Maheshwari and Antarctica Finvest Private Limited. Promoter Group The persons and entities constituting our promoter group pursuant to Regulation 2(1)(zb) of the SEBI Regulations and as set out in the section titled “Our Promoters and Promoter Group” at page 175. Registered Office The registered office of our Company, located at 1101, 11th Floor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, Connaught Place, New Delhi 110 001, India. Risk Management Committee The risk management committee of our Board of Directors. Selling Shareholders Mr. Rajul Maheshwari, Ms. Sneh Lata Maheshwari and Pun Undertakings Network Private Limited. Senior Managerial Personnel The persons listed as senior managerial personnel in the section titled “Our Management” at page 161. Shareholders Equity shareholders of our Company. Stakeholders’ Relationship The stakeholders’ relationship committee of our Board of Directors. Committee Subsidiary The wholly-owned subsidiary of our Company, Amar Ujala Web Services Private Limited. “We” or “us” or “our” Unless the context otherwise indicates or implies, refers to our Company and Subsidiary. 1 Offer Related Terms Term Description “Allot” or “Allotment” or “Allotted” The allotment of Equity Shares pursuant to the Fresh Issue and transfer of the Equity Shares offered by the Selling Shareholders pursuant to the Offer for Sale to successful bidders. Allotment Advice The advice or intimation of Allotment of the Equity Shares sent to the Bidders who are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange, in accordance with the Book Building Process. Allottee A successful Bidder to whom Allotment is made. Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who has Bid for an amount of at least ` 100 million. Anchor Investor Allocation Notice The note or advice or intimation of allocation of the Equity Shares sent to the Anchor Investors who have been allocated Equity Shares after discovery of the Anchor Investor Allocation Price, including any revisions thereof. Anchor Investor Allocation Price The price at which Equity Shares will be allocated in terms of the Red Herring Prospectus and Prospectus to the Anchor Investors, which will be decided by our Company, in consultation with the BRLMs on the Anchor Investor Bidding Period. Anchor Investor Bidding Period The day, one Working Day prior to the Bid Opening Date, on which Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed. Anchor Investor Offer Price The final price at which Allotment will be made to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which shall be higher than or equal to the Offer Price, but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our Company in consultation with the BRLMs. Anchor Investor Pay-in Date In case of the Anchor Investor Offer Price being higher than the Anchor Investor Allocation Price, the date as mentioned in the Anchor Investor Allocation Notice. Anchor Investor Portion The portion of the Offer available for allocation to Anchor Investors on a discretionary basis out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being at or above the Anchor Investor Allocation Price, in accordance with the SEBI Regulations, being up to 60% of the QIB Portion or up to [●] Equity Shares. “ASBA” or “Application Supported The application (whether physical or electronic) used by an ASBA Bidder to make a by Blocked Amount” Bid authorizing the SCSB to block the Bid Amount in the specified bank account maintained with such SCSB. ASBA is mandatory for QIBs (except Anchor Investors) and Non-Institutional Bidders participating in the Offer. Anchor Investors are not permitted to participate through the ASBA process. ASBA Account Account maintained with an SCSB which will be blocked by such SCSB to the extent of the Bid Amount of an ASBA Bidder as per the Bid-cum-Application Form submitted by the ASBA bidder. ASBA Bidder Any Bidder, other than Anchor Investors, in this Offer who Bids through ASBA. Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders, as described in “Offer Procedure - Allotment Procedure and Basis of Allotment” at page 411. Bid(s) An indication by a Bidder to make an offer during the Anchor Investor Bidding Period or Bidding Period, pursuant to submission of the Bid cum Application Form to subscribe for Equity Shares, at a price within the Price Band, including all revisions and modifications thereto, in terms of the Red Herring Prospectus and the Bid cum Application Form. Bidder A 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. Bidding The process of making a Bid. Bid Amount The highest value of optimal 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 entioned in the Bid cum Application Form, and payable by the Retail Individual Bidder upon submission of the bid in the Offer, less Retail Discount, if any. Bid cum Application Form The form, which is serially numbered comprising an eight digit application number, in terms of which a Bidder (including ASBA Bidder) makes a Bid in terms of the Red Herring Prospectus which will be considered as an application for Allotment. 2 Term Description Bid Closing Date Except in relation to Anchor Investors, the date after which the Syndicate, the Registered Brokers and the SCSBs will not accept any Bids, and which shall be notified in an English and a Hindi national daily newspaper, each with wide circulation and in case of any revision, the extended Bid Closing Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI Regulations. Further, our Company and the Selling Shareholders, in consultation with the BRLMs, may decide to close the Bidding Period for QIBs one day prior to the Bid Closing Date which shall also be notified in an advertisement in same newspapers in which the Bid Opening Date was published. Bid Opening Date Except in relation to Anchor Investors, the date on which the Syndicate, the Registered Brokers and the SCSBs shall start accepting Bids, and which shall be the date notified in an English and Hindi national daily newspaper, each with wide circulation and in case of any revision, the extended Bid Opening Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI Regulations. Bidding Period The period between the Bid Opening Date and the Bid Closing Date (inclusive of such date and the Bid Opening Date) during which Bidders (including ASBA Bidders), other than Anchor Investors, can submit their Bids, including any revisions thereof. Provided however that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors. Our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, decide to close the Bidding Period for QIBs one day prior to the Bid Closing Date. Bid Lot [●] Equity Shares. Book Building Process The book building process as described in Schedule XI of the SEBI Regulations. “Book Running Lead Managers” or Book running lead managers to this Offer, being Axis Capital Limited and IDFC “BRLMs” Securities Limited. Cap Price The higher end of the Price Band, and any revisions thereof, above which the Offer Price, the Anchor Investor Allocation Price and the Anchor Investment Allotment Price will not be finalised and above which no Bids will be accepted. Category II FPI FPIs who are registered as “Category II foreign portfolio investors” under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014. Category III FPI FPIs who are registered as “Category III foreign portfolio investors” under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014. Controlling Branches Such branches of the SCSBs which coordinate with the Registrar to the Offer, the BRLMs and the Stock Exchanges, a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries, and at such other websites as may be prescribed by SEBI from time to time. Cut-Off Price The Issue Price, which shall be any price within the Price Band, as determined by our Company and the Selling Shareholders, in consultation with the BRLMs, at which only the Retail Individual Bidders are entitled to Bid, for Equity Shares of an amount not exceeding ` 200,000. No other category of Bidders is entitled to Bid at the Cut-off Price. Demographic Details The address, the bank account details, MICR code, and occupation of a Bidder. Depository A depository registered with SEBI under the Depositories Act, 1996. Depositories Act The Depositories Act, 1996, as amended from time to time. “Depository Participant” or “DP” A depository participant registered with SEBI under the Depositories Act. Designated Branches Such branches of the SCSBs with which an ASBA Bidder, not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, may submit the Bid cum Application Forms, a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries, and at such other websites as may be prescribed by SEBI from time to time. Designated Date The date on which funds are transferred from the Escrow Accounts to the Public Offer Account or the Refund Account, as appropriate, or the funds blocked by the SCSBs are transferred from the ASBA Accounts specified by the ASBA Bidders to the Public Offer Account, as the case may be, in terms of the Red Herring Prospectus, after the Prospectus is filed with the RoC, following which our Board of Directors shall Allot 3 Term Description Equity Shares to successful Bidders in the Fresh Issue and the Selling Shareholders shall transfer the Equity Shares in the Offer for Sale. “Designated Stock Exchange” or [●]. “DSE” “Draft Red Herring Prospectus” or This draft red herring prospectus dated March 27, 2015 filed with SEBI, prepared and “DRHP” issued by our Company in accordance with the SEBI Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer. Eligible NRI An NRI from a jurisdiction outside India where it is not unlawful to make an offer or invitation under this Offer and in relation to whom the Red Herring Prospectus constitutes an invitation to Bid on the basis of the terms thereof. Escrow Account(s) The accounts opened for this Offer with Escrow Collection Banks and in whose favour cheques or drafts are issued by Bidders (excluding ASBA Bidders) in respect of the Bid Amount. Escrow Agreement The agreement to be entered into among our Company, the Selling Shareholders, the Registrar to the Offer, the Escrow Collection Banks, the Refund Bank(s), the BRLMs 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. Escrow Collection Banks/Bankers to The banks which are clearing members and registered with SEBI under the Securities the Offer and Exchange Board of India (Bankers to an Issue) Regulations, 1994, in this case being [●]. First Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision Form. Floor Price The lower end of the Price Band, subject to any revisions thereto, at or above which the Offer Price will be finalized and below which no Bids will be accepted, in this case being ` [●]. Fresh Issue The issue of [●] Equity Shares aggregating up to ` 500 million, to be issued by our Company for subscription pursuant to the terms of the Red Herring Prospectus. Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. Mutual Fund Portion 5% of the Net QIB Portion, available for allocation to Mutual Funds out of the Net QIB Portion on a proportionate basis. Net Proceeds The Offer Proceeds less the amount to be raised with respect to the Offer for Sale and less our Company’s share of the Offer expenses. Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors. Non-Institutional Bidders All Bidders (including Sub-Accounts which are foreign corporate or foreign individuals) who are not Qualified Institutional Buyers or Retail Individual Bidders and who have Bid for an amount more than ` 200,000 (but not including NRIs other than Eligible NRIs). Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity Shares, available for allocation to Non-Institutional Bidders, on a proportionate basis, subject to valid Bids being received at or above the Offer Price. Offer Public issue of [●] Equity Shares aggregating up to ` [●] million consisting of a Fresh Issue of [●] Equity Shares aggregating up to ` 500 million by our Company and an Offer for Sale of up to 2,690,234 Equity Shares aggregating up to ` [●] million by the Selling Shareholders. Offer Agreement The offer agreement entered into on March 23, 2015 among our Company, the Selling Shareholders and the BRLMs. Offer for Sale The offer for sale of up to 2,690,234 Equity Shares by the Selling Shareholders, comprising of 851,215 Equity Shares by Mr. Rajul Maheshwari, 851,214 Equity Shares by Ms. Sneh Lata Maheshwari and 987,805 Equity Shares by Pun Undertakings Network Private Limited, for cash, at a price of ` [●] per Equity Share, aggregating up to ` [●] million. Offer Price The price (less Retail Discount, if any) at which Allotment will be made to Bidders, as determined by our Company and the Selling Shareholders, in consultation with the BRLMs. The Rupee amount of the Retail Discount, if any, will be determined by our Company and the Selling Shareholders, in consultation with the BRLMs and advertised in an English and Hindi national daily newspaper, each with wide circulation in the place where our Registered Office is situated, at least five Working Days prior to the 4 Term Description Bid Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their website. Unless otherwise stated or the context otherwise implies, the term Offer Price refers to the Offer Price applicable to investors other than Anchor Investors. Offer Proceeds The proceeds of this Offer based on the total number of Equity Shares Allotted under this Offer and the Offer Price. Price Band The price band ranging from the Floor Price to the Cap Price, including any revisions thereof. The Price Band, Retail Discount, if any, and minimum Bid lot decided by our Company and the Selling Shareholders in consultation with the BRLMs, and advertised in an English and Hindi national daily newspaper, each with wide circulation in the place where our Registered Office is situated, at least five Working Days prior to the Bid Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their website. Pricing Date The date on which the Offer Price is decided by our Company and the Selling Shareholders, in consultation with the BRLMs. Prospectus The prospectus to be filed with the RoC for this Offer after the Pricing Date, in accordance with Section 26 of the Companies Act, 2013 and the SEBI Regulations containing, inter-alia, the Offer Price, size of the Offer and certain other information. Public Offer Account A bank account opened with the Bankers to the Offer under section 40 of the Companies Act, 2013 to receive money from the Escrow Accounts on the Designated Date and where the funds shall be transferred by the SCSBs from the ASBA Accounts. “QFIs” or “Qualified Foreign A qualified foreign investor as defined in the Securities and Exchange Board of India Investor” (Foreign Portfolio Investors) Regulations., 2014 “QIBs” or “Qualified Institutional Public financial institutions as defined in Section 2(72) of the Companies Act, 2013, Buyers” Foreign Portfolio Investor other than Category III Foreign Portfolio Investor, AIFs, VCFs, FVCIs, Mutual Funds, multilateral and bilateral financial institutions, scheduled commercial banks, state industrial development corporations, insurance companies registered with the IRDA, provident funds and pension funds with a minimum corpus of ` 250 million, 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, Government of India, eligible for Bidding. QIB Bid Closing Date In the event our Company and the Selling Shareholders, in consultation with the BRLMs, decide to close Bidding by QIBs one day prior to the Bid Closing Date, the date one day prior to the Bid Closing Date; otherwise it shall be the same as the Bid Closing Date. QIB Portion The portion of the Offer being 50% of the Offer or up to [●] Equity Shares available for allocation to QIBs (including the Anchor Investors) on a proportionate basis. “Red Herring Prospectus” or “RHP” The red herring prospectus to be issued by our Company in accordance with Section 32 of the Companies Act, 2013 and the SEBI Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer. Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds of the whole or part of the Bid Amounts (excluding for the ASBA Bidders), if any, shall be made. Refunds through electronic transfer Refunds through NECS, NEFT, direct credit or RTGS, as applicable. of funds Refund Banker(s) The Banker(s) to the Offer, with whom the Refund Account(s) will be opened, in this case being [●]. Registered Broker A broker registered with SEBI under the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers Regulations), 1992, having terminals in any of the Registered Broker Centres, and eligible to procure Bids in terms of the circular No. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI “Registered Broker Centre” or A broker centre of the stock exchanges with broker terminals, wherein a Registered “Specified Location” Broker may accept Bid cum Application Forms, details of which are available on the website of the Stock Exchanges, and at such other websites as may be prescribed by SEBI from time to time Registered Foreign Portfolio Investor Foreign portfolio investor registered under the Securities and Exchange Board of India or FPI (Foreign Portfolio Investors) Regulations, 2014. “Registrar” or “Registrar to the Link Intime India Private Limited. Offer” 5 Term Description Retail Discount A discount of up to [●]% (equivalent to ` [●]) on the Offer Price that may be offered to Retail Individual Bidders by our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, at the time of making a Bid. “Retail Individual Bidders” or Bidders (including HUFs applying through their Karta and Eligible NRIs), who have “Retail Individual Investors” or Bid for an amount less than or equal to ` 200,000 in any of the bidding options in the “RIIs” Offer. Retail Portion The portion of the Offer being not less than 35% of the Offer, consisting of [●] Equity Shares, available for allocation to Retail Individual Bidders as per the SEBI Regulations. Revision Form The form used by the Bidders, to modify the quantity of Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable. Self Certified Syndicate Banks or The banks which are registered with SEBI under the Securities and Exchange Board of SCSBs India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account in accordance with the SEBI Regulations and a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries, or at such other website as may be prescribed by SEBI from time to time. Stock Exchanges The BSE and the NSE. Sub Syndicate The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect Bid cum Application Forms. Syndicate Agreement The agreement to be entered into amongst the Syndicate, our Company, the Selling Shareholders and the Registrar in relation to collection of Bids in this Offer (excluding Bids from ASBA Bidders procured directly by SCSBs and Bids procured by Registered Brokers). Syndicate Bidding Centres Syndicate and Sub Syndicate centres established for acceptance of the Bid cum Application Form and Revision Forms. Syndicate Members Intermediaries registered with the SEBI who are permitted to carry out activities as an underwriter, in this case being [●]. Syndicate /members of the Syndicate The BRLMs and the Syndicate Members. “Transaction Registration Slip” or The slip or document issued by a Syndicate/Sub Syndicate, Registered Broker or an “TRS” SCSB (only on demand), as the case may be, to the Bidder as proof of uploading of a Bid. Underwriters [●]. Underwriting Agreement The agreement to be entered into between the Underwriters, our Company, the Selling Shareholders and the Registrar to the Offer on or immediately after the Pricing Date. Working Days All days, other than a Sunday or a public holiday on which commercial banks are open for business, provided however, with reference to (a) announcement of Price Band; and (b) Bidding Period, “Working Days” shall mean all days, excluding Saturdays, Sundays and public holidays, which are working days for commercial banks in India. Conventional/General Terms, Abbreviations and Reference to Other Business Entities Abbreviation Full Form AIFs Alternative investment funds registered under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. AGM Annual general meeting. AS Accounting Standards as issued by the Institute of Chartered Accountants of India. BSE BSE Limited. CDSL Central Depository Services (India) Limited. CIN Corporate identification number Companies Act, 2013 Companies Act, 2013, to the extent notified. DIN Director identification number. DP ID Depository Participant’s identification. ECS Electronic clearing system EGM Extraordinary general meeting. EPS Earnings per share. FCNR Account Foreign Currency Non-Resident Account. FDI Foreign direct investment, as laid down in the Consolidated FDI Policy dated April 17, 6 Abbreviation Full Form 2014. FEMA Foreign Exchange Management Act, 1999, as amended, together with rules and regulations framed thereunder. FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. FII Foreign Institutional Investors holding a valid certificate of registration under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as repealed, and who are deemed to be Foreign Portfolio Investors. FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995. FIPB Foreign Investment Promotion Board. “Fiscal Year” or “Financial Year” or Period of twelve months ended March 31 of that particular year, unless otherwise “FY” stated. FVCIs Foreign venture capital investors (as defined under the FVCI Regulations registered with SEBI. FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000. GAAP Generally accepted accounting principles. GDP Gross domestic product. GIR Number General Index Register Number. “GoI” or “Government of India” or The Government of India. “Central Government” HUF Hindu undivided family. IEC Importer Exporter Code. IFRS International Financial Reporting Standards. Indian GAAP Generally accepted accounting principles in India. IPO Initial public offer. IRDA Insurance Regulatory and Development Authority. IT Information Technology. IT Act Income Tax Act, 1961. Ltd. Limited. MAT Minimum alternate tax. MCA Ministry of Corporate Affairs, GoI. N.A. Not Applicable. NAV Net Asset Value. NECS National Electronic Clearing System. NEFT National Electronic Funds Transfer. No. Number. NRE Account Non-Resident External Account. NRI A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000. NRO Account Non-Resident Ordinary Account. “NR” or “Non Resident” A person resident outside India, as defined under FEMA, including an Eligible NRI, an FII, an FPI and an FVCI. NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited. OCBs A company, partnership, society or other corporate body owned directly or 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 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. PCB Pollution Control Board. P/E Ratio Price/earnings ratio. Pvt. Private. RBI Reserve Bank of India. 7 Abbreviation Full Form “RoC” or “Registrar of Companies” Registrar of Companies, NCT of Delhi and Haryana. “`” or “Rupees” or “Rs.” Indian Rupees. RTGS Real Time Gross Settlement. SCRA Securities Contracts (Regulation) Act, 1956. SCRR Securities Contracts (Regulation) Rules, 1957. SEBI The Securities and Exchange Board of India established under the SEBI Act. SEBI Act The Securities and Exchange Board of India Act, 1992. SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Securities Act (U.S.) Securities Act of 1933. SICA Sick Industrial Companies (Special Provisions) Act, 1985. State government The government of a state of Republic of India. Sub-Account Sub-accounts registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investor) Regulations, 1995, as repealed, and who can continue to buy, sell or otherwise deal in securities under the SEBI (Foreign Portfolio Investor) Regulations, 2014. Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. TAN Tax deduction account number allotted under the IT Act. “U.S.” or “US” or “U.S.A” or The United States of America, together with its territories and possessions. “United States” U.S. GAAP Generally accepted accounting principles in the United States of America. VCFs Venture Capital Funds as defined and registered with SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, or the SEBI AIF Regulations, as the case may be. w.e.f. With effect from. Industry/Project Related Terms, Definitions and Abbreviations Abbreviation Full Form ABC Audit Bureau of Circulation. Air Act Air (Prevention and Control of Pollution) Act, 1981. CAGR Compounded annual growth rate. Contract Labour Act Contract Labour (Regulation and Abolition) Act, 1970. ESI Code Employee code number under the Employee State Insurance Act, 1948. Employees Provident Fund Code Establishment code under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. Factories Act Factories Act, 1948. Hazardous Wastes Rules Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008. IRS Indian Readership Survey NCERT National Council of Educational Research and Training OOH Out of home advertising. Water Act Water (Prevention and Control of Pollution) Act, 1974. The words and expressions used in this Draft Red Herring Prospectus but not defined herein shall have the same meaning as is assigned to such words and expressions under the SEBI Regulations, the Companies Act, 1956, the Companies Act, 2013, the SCRA, the Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, terms in the sections titled, “Statement of Tax Benefits”, “Financial Information” and “Main Provisions of the Articles of Association” beginning at pages 91, 193 and 421, respectively, have the meanings given to such terms in these respective sections. 8