The following is a summary intended to present a general outline of the procedure relating to the application, payment, Allocation and Allotment of the Equity Shares offered in the Issue. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated in this section, and are not liable for any amendment, modification or change in applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. This section applies to all Applicants. The Applicants are advised to inform themselves of any restrictions or limitations that may be applicable to them. Please see “Selling Restrictions” and “Transfer Restrictions”. Applicants are advised to
make their independent investigations and ensure that their applications do not exceed the Issue Size or the investment limits or maximum number of Equity Shares that can be held by them under applicable laws.
Authority for the Issue
The Issue was authorised and approved by the Board of Directors through a resolution dated January 14, 2013 and by the shareholders of our Company through a special resolution dated February 20, 2013.
Our Company has applied for and received in-principle approvals from each of the Stock Exchanges on March 5, 2013 under Clause 24(a) of the Equity Listing Agreementfor listing of the Equity Shares offered in the Issue on the Stock Exchanges. Our Company has also filed a copy of this Red Herring Prospectus with the RoC, SEBI and the Stock Exchanges.
Prohibition by SEBI or Other Governmental Authorities
Our Company, its Promoter, the members of the Promoter Group, the Directors and the persons in control of our Company have not been debarred from accessing the capital market under any order or direction passed by SEBI or any other regulatory or governmental authority.
The companies with which the Promoter, the Directors or the persons in control of our Company are or were associated as promoter, directors or persons in control have not been debarred from accessing the capital market under any order or direction passed by SEBI or any other regulatory or governmental authority.
Restrictions on Issue Size
In terms of Regulation 91I of the SEBI Regulations, the aggregate of all tranches of the Issue undertaken by our Company cannot result in an increase in the public shareholding in our Company by more than 10% or such lesser percentage as may be required for our Company to achieve the required minimum public shareholding. Based on the Issue Size of up to 4,265,134 Equity Shares, the increase in public shareholding of our Company shall be 5.02%.
Who can Apply
The Issue is being made only to QIBs, being the following:
mutual funds, venture capital funds, AIFs and FVCIs registered with SEBI;
FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual;
public financial institutions, as defined in Section 4A of the Companies Act; scheduled commercial banks;
state industrial development corporations; Insurance Companies;
multilateral and bilateral development financial institutions; provident funds with minimum corpus of ` 250 million; pension funds with minimum corpus of ` 250 million;
National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the GoI published in the Gazette of India;
insurance funds set up and managed by army, navy or air force of the Union of India; and insurance funds set up and managed by the Department of Posts, India.
No single FII can hold more than 10% of the post Issue paid-up capital of our Company. In respect of an FII investing in the Equity Shares offered in the Issue on behalf of its eligible sub-accounts, the investment on behalf of each eligible sub-account shall not exceed 10% of our Company’s total paid-up capital. The aggregate FII holding in our Company cannot exceed 24% of the total paid-up capital of our Company.
Note: Eligible sub-accounts of an FII, other than sub-accounts which are foreign corporates or foreign individuals, will need to submit separate ASBA Applications. FIIs or sub-accounts of FIIs, are required to indicate the SEBI FII/sub-account registration number in the ASBA Applications.
No Allotment shall be made, either directly or indirectly, to any QIB being a Promoter or any person related to the Promoter. QIBs which have all or any of the following rights shall be deemed to be persons related to Promoter:
a) rights under a shareholders’ agreement or voting agreement entered into with our Promoter or persons related to our Promoter;
b) veto rights; or
c) right to appoint any nominee director on the Board.
Provided that a QIB which does not hold any Equity Shares and which has acquired the said rights in the capacity of a lender shall not be deemed to be a person related to our Promoter.
Applicants are advised to make their independent investigations and satisfy themselves that they are eligible to apply. Applicants are advised to ensure that the number of Equity Shares for which they have provided ASBA Applications does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Red Herring Prospectus. Further, Applicants are required to satisfy themselves that their ASBA Applications would not result in triggering a tender offer under the Takeover Regulations.
A minimum of 25% of the aggregate number of Equity Shares to be Allotted in the Issue shall be Allocated and Allotted to Mutual Funds and Insurance Companies, subject to receipt of valid ASBA Applications at or above the Issue Price, provided that if this portion or any part thereof to be Allocated and Allotted to Mutual Funds and Insurance Companies remains unsubscribed, such minimum portion or part thereof may be Allotted to other QIBs. For further details, please see “- Basis of Allocation”. Affiliates or associates of the Book Running Lead Manager who are QIBs may participate in the Issue in compliance with applicable laws.
No person connected with the Issue shall offer any incentive, direct or indirect, in any manner, whether in cash, kind, services or otherwise, to any Applicant for making an ASBA Application.
Number of Allottees
The Equity Shares offered in the Issue will not be Allotted to less than 10 Allottees.
As provided in the SEBI Regulations, no single Allottee shall be Allotted more than 25% of the aggregate number of the Equity Shares to be Allotted in the Issue.
Provided further that QIBs belonging to the same group or those who are under common control shall be deemed to be a single Allottee for the purpose of the foregoing.
i. The expression ‘belong to the same group’ shall have the same meaning as ‘companies under the same group’ as provided in sub-section (11) of Section 372 of the Companies Act:
Section 372(11) of the Companies Act - “For the purposes of this section, a body corporate shall be deemed to be in the same group as the investing company-
(a) if the body corporate is the managing agent of the investing company; or
(b) if the body corporate and the investing company should, in virtue of subsection (1B) of section 370, be deemed to be under the same management.”
Under Section 370(1B) of the Companies Act, two bodies corporate are deemed to be under the same management if any of the following conditions are satisfied:
(a) The managing agent, secretaries and treasurers, managing director or manager of one body corporate is the managing agent, secretary or treasurer, managing director or manager of the other body corporate or a partner in a firm acting as the managing agents or secretaries and treasurers of the other body corporate or a director of a private company acting as managing agent or secretaries and treasurers of the other body corporate;
(b) A majority of the directors of the one body corporate constitute or at any time within the immediately preceding six months have constituted a majority of the directors on the board of the other body corporate;
(c) Not less than one-third of the total voting power with respect to any matter relating to each of the two bodies corporate is exercised or controlled by the same individual or body corporate; (d) The holding company of one body corporate is under the same management as the other body
corporate within the meaning of (a), (b) or (c) above; and
(e) One of more directors of one body corporate hold, either by themselves or together with their relatives, the majority of the shares in the other body corporate.
ii. The expression ‘control’ shall have the same meaning as is assigned to it under Regulation 2(1)(e) of the Takeover Regulations:
Regulation 2(1)(e) of the Takeover Regulations – “control” includes the right to appoint majority of
the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner:
Providedthat a director or officer of a target company shall not be considered to be in control over such target company, merely by virtue of holding such position.”
Minimum Application Size
Each ASBA Application is required to be for such number of Equity Shares and at such price per Equity Share that the minimum Application exceeds ` 200,000.
Information for the Applicants
(a) Only ASBA mode of payment can be used by QIBs to participate in the Issue.
(b) Our Company, in consultation with the Book Running Lead Manager, will decide the Floor Price or the Price Band for the Issue, which shall be announced at least one day prior to the Issue Opening Date. (c) Our Company will publish the Issue Opening Date and the Issue Closing Date in the Floor Price/ Price
Band Announcement. The Issue Period shall be for a minimum of one Working Day and shall not exceed two Working Days.
(d) Our Company has filed this Red Herring Prospectus with the RoC at least three Working Days before the Issue Opening Date.
(e) Once a duly filled in ASBA Application is submitted by an Applicant, such ASBA Application constitutes an irrevocable offer and cannot be withdrawn.In addition, the price per Equity Share and/or the number of Equity Shares applied for in an ASBA Application cannot be revised downwards.
(f) Our Company shall open the Public Issue Account with the Public Issue Account Bank in terms of Section 73 of the Companies Act to receive monies on the Designated Date from the ASBA Accounts. (g) Upon the receipt of the ASBA Applications, our Company, after the closure of the Issue, shall
determine the Issue Price and the number of Equity Shares to be issued at the Issue Price, in consultation with the Book Running Lead Manager and in accordance with the Allotment Criteria. Upon finalisation of the Basis of Allocation in consultation with the Stock Exchanges, our Company will issue CANs to the successful Applicants. The dispatch of the CANs shall be deemed a valid, binding and irrevocable agreement on the part of the Applicant to subscribe to such number of Equity Shares as mentioned in their respective CANs at the Issue Price indicated in such CAN. The CAN shall contain details such as the number of Equity Shares Allocated to the Applicant and the Issue Price. (h) Our Company shall ensure that listing and commencement of trading of the Equity Shares Allotted in
the Issue at the Stock Exchanges is within 12 Working Days of the Issue Closing Date.
(i) Our Company or the Book Running Lead Manager shall not be responsible for any delay or non-receipt of the communication of the final listing and trading permissions from the Stock Exchanges or any loss arising from such delay or non-receipt. Final listing and trading approvals granted by the Stock Exchanges are also placed on their respective websites. Applicants are advised to apprise themselves of the status of the receipt of the listing and trading approvals from the Stock Exchanges or our Company. (j) Our Company will issue a statutory advertisement after the filing of the Prospectus with the RoC in
terms of Regulation 66 of the SEBI Regulations, in an English national newspaper, a Hindi national newspaper and a regional newspaper in Bengaluru, each with wide circulation.
(k) In case of a Mutual Fund, a separate ASBA Application can be made in respect of each scheme of the Mutual Fund registered with SEBI and such ASBA Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple ASBA Applications, provided that the ASBA Applications clearly indicate the scheme concerned for which it has been made. No Mutual Fund scheme can invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Further, no single Mutual Fund shall be Allocated and Allotted more than 25% of the aggregate number of the Equity Shares Allotted in the Issue.
Pre-Issue Advertisement
Subject to Section 66 of the Companies Act, our Company shall, after registering this Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in an English national newspaper, a Hindi national newspaper and a regional newspaper in Bengaluru, each with wide circulation.
ASBA Application and Revision Form
The ASBA Application and the Revision Form shall be in the form prescribed by SEBI pursuant to the circular dated September 27, 2011, to the extent applicable to the Issue.
By making an application for the Equity Shares offered in the Issue through an ASBA Application, an Applicant will be deemed to have made the representations, warranties and agreements made under “Representations by Investors”, “Selling Restrictions” and “Transfer Restrictions”.
SCSBs would be entitled to a processing fee of ` 25 per valid ASBA Application collected by the Book Running Lead Manager in the Specified City and submitted to the SCSBs. No selling commission is payable in respect of ASBA Applications procured in the Issue.
Method and Process of Bidding
(a) ASBA Applications will be available with the SCSBs, the Book Running Lead Manager (only in the Specified City) and at the Registered Office of our Company. Electronic ASBA Applications will be available for download on the website of the Stock Exchanges and the Designated Branches of the SCSBs.
(b) Any eligible Applicant may obtain a copy of this Red Herring Prospectus and the ASBA Applications from the Registered Office of our Company.
(c) Applicants should approach the Designated Branches of the SCSBs or the Book Running Lead Manager (only in the Specified City) to submit their ASBA Applications.
(d) Applicants may submit their ASBA Applications, and / or the Revision Forms, during the Issue Period to (i) the Book Running Lead Manager in the Specified City; (ii) the Designated Branches of the SCSBs where the ASBA Account is maintained; or (iii) in electronic form to the SCSBs with whom the ASBA Account is maintained, in the event that such SCSB offers such a facility. For details, the Applicants should contact the SCSBs where the ASBA Account is maintained. The SCSBs may provide the electronic mode of bidding either through an internet enabled bidding and banking facility or through any secured, electronically enabled mechanism for bidding and blocking funds in the ASBA Account.
(e) ASBA Applications submitted directly to the SCSBs should bear the stamp of the SCSBs and the ASBA Application submitted to the Book Running Lead Manager in the Specified City should bear the stamp of the Book Running Lead Manager.
(f) For ASBA Applications submitted to the Book Running Lead Manager in the Specified City, the Book Running Lead Manager shall upload the details of the ASBA Application onto the electronic bidding system of the Stock Exchanges and deposit a schedule (containing certain information including the ASBA Application number and the Application Amount) along with the ASBA Application with the relevant branch of the SCSB, named by such SCSB to accept such ASBA Applications from the Book Running Lead Manager in such Specified City. The relevant branch of the SCSB shall block an amount equal to the Application Amount specified in the ASBA Application in the ASBA Account.
(g) The Applicant should mention its PAN allotted under the IT Act in the ASBA Application. Any ASBA Application without the PAN is liable to be rejected. Applicants should not submit the GIR number instead of the PAN as the ASBA Application is liable to be rejected on this ground.
(h) The Registrar to the Issue shall validate the details of the ASBA Application uploaded on the electronic bidding system of the Stock Exchanges with the Depository records and the complete reconciliation of the final certificates received from the SCSBs with the electronic details of the ASBA Applications. Applicants should note that in case the DP ID, Client ID and PAN mentioned in the ASBA Application and entered into the electronic bidding system of the Stock Exchanges by the Book Running Lead Manager / SCSBs do not match with the DP ID, Client ID and PAN available in the database of Depositories, the ASBA Application is liable to be rejected.
(i) Each ASBA Application will give the Applicant the option to indicate up to three prices within the Price Band or at or above the Floor Price, as the case may be, and specify the demand (i.e., the number of Equity Shares applied for at each such price). The number of Equity Shares applied for by an Applicant at or above the Floor Price or within the Price Band, as the case may be, will be considered for Allocation and Allotment in accordance with the Basis of Allocation. The highest value indicated by the Applicant in the ASBA Application to subscribe for the Equity Shares applied for in the ASBA Application shall be blocked in the ASBA Account of such Applicant. After determination of the Issue Price, the maximum number of Equity Shares applied for by an Applicant at or above the Issue Price will be considered for Allocation and the rest of the options will become automatically invalid.
(j) The Applicant cannot submit another ASBA Application after one ASBA Application has been