ACB (INDIA) LIMITED - Securities and Exchange Board of India · acb (india) limited Our Company was...

DRAFT RED HERRING PROSPECTUS

Dated May 30, 2011 updated as on June 18, 2013

Please read Section 60B of the Companies Act, 1956

This Draft Red Herring Prospectus will be updated further upon filing with the RoC

100% Book Built Issue

ACB (INDIA) LIMITED

Our Company was incorporated as ‘Aryan Coal Benefications Private Limited’ under the provisions of the Companies Act, 1956 pursuant to a certificate of incorporation dated March 14, 1997 issued by the Registrar of Companies, NCT

of Delhi and Haryana. For further details in relation to the changes to our name please refer to the section on “History and Certain Corporate Matters” on page 232 of this Draft Red Herring Prospectus.

Registered Office: C-102, L.G.F., New Multan Nagar, Surya Enclave, New Delhi – 110 056, India.

Tel: +91 11 2529 1566; Fax: +91 11 2529 1567, Website: www.acbindia.com; Email: [email protected]

Corporate Office: 7th Floor, Corporate Tower, Ambience Mall, N.H.-8, Gurgaon, Haryana – 122 002.

Tel: +91 124 271 9000, Fax: +91 124 271 9185

Contact Person: Mr. Satish Kumar Sharma (Company Secretary and Compliance Officer); Tel: +91 124 271 9024; Fax: +91 124 271 9100; Email: [email protected]

PROMOTERS OF OUR COMPANY: MR. RUDRA SEN SINDHU, MR. GANESH CHANDRA MRIG, MR. VIR SEN SINDHU AND MR. KULDEEP SINGH SOLANKI.

PUBLIC ISSUE OF [●] EQUITY SHARES HAVING A FACE VALUE OF ` 10 EACH OF ACB (INDIA) LIMITED (“EQUITY SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE), COMPRISING A FRESH ISSUE OF [●] EQUITY SHARES BY ACB (INDIA) LIMITED (THE “COMPANY” OR “ISSUER”) AGGREGATING TO ` 4,150 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 38,806,000 EQUITY SHARES COMPRISING UP TO 30,000,000 EQUITY SHARES BY PINERIDGE INVESTMENT LTD (“PINERIDGE”), UP TO

3,140,000 EQUITY SHARES BY MR. GANESH CHANDRA MRIG, UP TO 1,666,000 EQUITY SHARES BY MR. KULDEEP SINGH SOLANKI AND UP TO 4,000,000 EQUITY SHARES BY MR. ASHOK MRIG (MR.

GANESH CHANDRA MRIG, MR. KULDEEP SINGH SOLANKI AND MR. ASHOK MRIG SHALL BE COLLECTIVELY REFERRED TO AS THE “INDIVIDUAL SELLING SHAREHOLDERS” AND THE

INDIVIDUAL SELLING SHAREHOLDERS AND PINERIDGE SHALL BE COLLECTIVELY REFERRED TO AS THE “SELLING SHAREHOLDERS”) AGGREGATING UP TO ` [●] MILLION (THE “OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE “ISSUE”). FURTHER, UP TO 500,000 EQUITY SHARES OF ` 10 EACH WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS”) AT THE ISSUE PRICE (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION

PORTION IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE NET ISSUE SHALL CONSTITUTE [●] % OF THE FULLY DILUTED POST-ISSUE CAPITAL OF OUR COMPANY. FOR DETAILS OF

THE CHANGES IN THE ISSUE SIZE (INCLUDING CHANGES IN THE FRESH ISSUE SIZE AND THE OFFER FOR SALE SIZE) FROM THE ISSUE SIZE AS DISCLOSED IN THE DRAFT RED HERRING

PROSPECTUS FILED WITH SEBI ON MAY 31, 2011, PLEASE REFER TO THE SECTION ON “RISK FACTORS” ON PAGE 20 OF THIS DRAFT RED HERRING PROSPECTUS.

THE PRICE BAND WILL BE DECIDED BY OUR COMPANY AND PINERIDGE, IN CONSULTATION WITH THE MANAGERS, AND ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE ISSUE

OPENING DATE IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE

“ICDR REGULATIONS”). THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE MANAGERS, AND ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO

THE ISSUE OPENING DATE IN ACCORDANCE WITH THE ICDR REGULATIONS.

OUR COMPANY AND PINERIDGE, IN CONSULTATION WITH THE MANAGERS, MAY DECIDE TO OFFER A DISCOUNT OF [●]% OF THE ISSUE PRICE, AMOUNTING TO ` [●], TO RETAIL INDIVIDUAL BIDDERS AND ELIGIBLE EMPLOYEES (THE “RETAIL AND EMPLOYEE DISCOUNT”), AND ALONG WITH THE PRICE BAND AND MINIMUM BID LOT, SHALL BE ADVERTISED AT LEAST FIVE

WORKING DAYS PRIOR TO THE ISSUE OPENING DATE.

THIS DRAFT RED HERRING PROSPECTUS IS BEING MADE AVAILABLE ON THE WEBSITE OF SEBI, THE STOCK EXCHANGES, THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD

MANAGERS AND THE BOOK RUNNING LEAD MANAGERS, AFTER INCORPORATING ADDITIONAL INFORMATION AND UPDATES TO THE DRAFT RED HERRING PROSPECTUS DATED MAY 30, 2011

FILED BY THE COMPANY WITH SEBI, AND SHOULD NOT BE DEEMED TO CONSTITUTE THE FILING OF A "DRAFT OFFER DOCUMENT" PURSUANT TO REGULATION 6 OF THE ICDR

REGULATIONS.

THE SAFETY NET PROVIDERS (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS”) ARE PROVIDING A SAFETY NET ARRANGEMENT TO ELIGIBLE SHAREHOLDERS (AS DEFINED IN

“DEFINITIONS AND ABBREVIATIONS”) WHO ARE ALLOTTED EQUITY SHARES PURSUANT TO THE ISSUE. FOR DETAILS, PLEASE REFER TO THE SECTION ON “SAFETY NET ARRANGEMENT” ON

PAGE 125 OF THIS DRAFT RED HERRING PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES In case of revision in the Price Band, the Issue Period will be extended for a minimum of three additional Working Days after revision of the Price Band subject to the Issue Period not exceeding 10 Working Days. Any revision in the

Price Band and the revised Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”), by issuing a press release, and also by indicating

the change on the websites of the Managers and at the terminals of the Syndicate Members.

This Issue is being made pursuant to Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (“SCRR”) read with Regulation 41 of the ICDR Regulations, and through the Book Building Process, wherein 50% of

the Net Issue shall be available for allocation to Qualified Institutional Buyers ("QIB"). Provided that our Company, in consultation with the Managers, may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary

basis out of which one-third shall be reserved for domestic Mutual Funds only. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. 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 QIBs, including Mutual Funds, subject to

valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be

available for allocation, in accordance with the ICDR Regulations, to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to [●]% of the Issue size, constituting up to 500,000 Equity

Shares, shall be reserved for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price.

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 Payment

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,

please refer to the section on "Issue Procedure" on page 626 of this Draft Red Herring Prospectus.

RISKS IN RELATION TO 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 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 Issue Price is [•] times of the face value. The Issue Price (as has been determined by our Company, in consultation with the Managers, and justified as stated in the section on "Basis for Issue

Price") should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active 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 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 the Issuer and the Issue, including the risks involved. The Equity Shares offered in the

Issue have not been recommended or approved by Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to

the section on “Risk Factors” beginning on page 20 of this Draft Red Herring Prospectus.

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 the Issue, which is material in the context of the

Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that

there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Each Selling

Shareholder accepts responsibility only for statements made expressly by such Selling Shareholder in this Draft Red Herring Prospectus.

IPO GRADING

This Issue has been graded by CRISIL Limited and has been assigned the “IPO Grade 4/5” indicating ‘above average’ fundamentals, through its letter dated January 30, 2013 read with letter of revalidation dated April 29, 2013. The IPO

grading is assigned on a five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and “IPO Grade 1” indicating poor fundamentals grade. For more information on IPO grading, please refer to the sections on

“General Information” and “Other Regulatory and Statutory Disclosures” beginning on pages 79 and 599 of this Draft Red Herring Prospectus, respectively.

LISTING

The Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received the in-principle approvals from the NSE and the BSE for the listing of our Equity Shares pursuant

to letters dated August 18, 2011 and July 22, 2011 respectively. For the purposes of this Issue, BSE shall be the Designated Stock Exchange.

GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE

ISSUE

IDFC Capital Limited

Naman Chambers, C-32

G-Block, Bandra Kurla

Complex, Bandra (East)

Mumbai 400 051, India.

Tel: +91 22 6622 2600

Fax: +91 22 6622 2501

Email: [email protected]

Investor Grievance Email:

[email protected]

Website:

www.idfc.com/capital

Contact Person: Mr. Hiren

Raipancholia

SEBI Registration No.

INM000011336

Edelweiss Financial

Services Limited

Edelweiss House,

Off. C.S.T Road,

Kalina,


Tel: +91 22 4086 3535

Fax: +91 22 4086 3610

Email ID:

[email protected]


customerservice.mb@

edelweissfin.com

Website: www.

edelweissfin.com

Contact Person: Mr. Jibi

Jacob / Mr. Mahendra Bisht

SEBI Registration No.:

INM0000010650

J.P. Morgan India

Private Limited

J.P. Morgan Tower, Off

C.S.T. Road, Kalina, Santa

Cruz (East), Mumbai

400098, India.

Tel: +91 22 61573000

Fax: +91 22 61573911

Email:

[email protected]


investorsmb.jpmipl@jpmo

rgan.com

Website: www.jpmipl.com

Contact Person: Mr. Rahul

Bajaj


INM000002970

Macquarie Capital (India)

Private Limited

92, Level 9, 2 North Avenue,

Maker Maxity, Bandra Kurla

Complex, Bandra East,


Tel: + 91 22 67204000

Fax: + 91 22 67204301

Email:

[email protected]


msgrievanceredressel@macq

uarie.com

Website:

www.macquarie.in/mgl/in

Contact Person: Mr. Hari

Kishan Movva


INM000010932

Axis Bank Limited

8th floor, Axis House,

C-2, Wadia International

Centre, P.B. Marg, Worli,


Tel: +91 22 2425 2869

Fax: +91 22 2425 3800

Email:

[email protected]

Investor Grievance

Email:

[email protected]

Website:

www.axisbank.com

Contact Person: Mr.

Sharad Sawant


INM000006104

ICICI Securities Limited

ICICI Centre, H.T. Parekh

Marg,

Churchgate,

Mumbai 400020, India.

Tel: +91 22 2288 2460

Fax: +91 22 2288 6580

Email:

[email protected]


customercare@icicisecuritie

s.com

Website:

www.icicisecurities.com

Contact Person: Ms. Neha

Verma


INM000011179 ***

YES Bank Limited

Indiabulls Finance Centre,

Tower II, 27th Floor,

Senapati Bapat Marg,

Elphinstone (West),

Mumbai 400 013, India

Tel: +91 22 3347 9000

Fax: +91 22 2421 4508

Email:

[email protected]


merchantbanking@yesban

k.in

Website: www.yesbank.in

Contact Person: Mr.

Gautam Badalia / Mr. Ajay

Shete


MB/INM000010874

Link Intime India Private

Limited

C-13, Pannalal Silk Mills

Compound,

L.B.S. Marg, Bhandup

(West),


Tel: +91 22 2596 3838

Fax: +91 22 2594 6969

Email:

[email protected]


[email protected]

Website:

www.linkintime.co.in

Contact Person: Mr. Sanjog

Sud


INR000004058

ISSUE PROGRAMME

FOR ALL BIDDERS: ISSUE OPENS ON: [●]*

FOR QIBS: ISSUE CLOSES ON: [●]**

FOR RETAIL AND NON-INSTITUTIONAL BIDDERS (INCLUDING ELIGIBLE EMPLOYEES): ISSUE CLOSES ON [●] *Our Company, in consultation with the Managers, may consider participation by Anchor Investors. The Anchor Investor Bidding Date shall be one Working Day prior to the Issue Opening Date.

**Our Company, in consultation with the Managers, may decide to close the Issue Period for QIBs one Working Day prior to the Issue Closing Date.

*** The SEBI registration certificate of ICICI Securities Limited, one of the Book Running Lead Managers as a merchant banker is due to expire on July 8, 2013. As required under regulation 8A of the Securities and

Exchange Board of India (Merchant Bankers) Regulations, 1992, an application dated March 20, 2013 for grant of certificate of permanent registration, in the prescribed manner, was made on March 22, 2013 to SEBI,

more than three months before its expiry. The approval of SEBI in this regard is awaited.

mailto:[email protected]

2

TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 3

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................................................ 15

NOTICE TO INVESTORS ............................................................................................................................... 17

FORWARD-LOOKING STATEMENTS ....................................................................................................... 18

RISK FACTORS ............................................................................................................................................... 20

SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGIES ..................................................... 61

SUMMARY OF INDUSTRY ............................................................................................................................ 68

THE ISSUE ........................................................................................................................................................ 71

SUMMARY FINANCIAL INFORMATION .................................................................................................. 73

GENERAL INFORMATION ........................................................................................................................... 79

CAPITAL STRUCTURE .................................................................................................................................. 92

SAFETY NET ARRANGEMENT ................................................................................................................. 125

OBJECTS OF THE ISSUE............................................................................................................................. 130

BASIS FOR ISSUE PRICE ............................................................................................................................ 141

STATEMENT OF TAX BENEFITS.............................................................................................................. 145

INDUSTRY OVERVIEW ............................................................................................................................... 155

OUR BUSINESS .............................................................................................................................................. 166

REGULATIONS AND POLICIES IN INDIA .............................................................................................. 213

HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................. 232

OUR SUBSIDIARIES AND OTHER CONSOLIDATED ENTITIES ....................................................... 245

OUR MANAGEMENT ................................................................................................................................... 257

OUR PROMOTERS AND GROUP COMPANIES ..................................................................................... 278

DIVIDEND POLICY ...................................................................................................................................... 323

FINANCIAL STATEMENTS ........................................................................................................................ 324

FINANCIAL INDEBTEDNESS ..................................................................................................................... 481

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ................................................................................................................................................. 493

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................. 524

GOVERNMENT AND OTHER APPROVALS ........................................................................................... 567

KEY PROVISIONS OF CERTAIN AGREEMENTS .................................................................................. 590

OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................... 599

TERMS OF THE ISSUE ................................................................................................................................ 618

ISSUE STRUCTURE ...................................................................................................................................... 621

ISSUE PROCEDURE ..................................................................................................................................... 626

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .......................................... 673

MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION ............................................................. 675

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................... 685

DECLARATION ............................................................................................................................................. 688

ANNEXURE I – IPO GRADING REPORT ................................................................................................. 693

3

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise implies or requires, the terms and abbreviations stated hereunder shall have the

meanings as assigned therewith.

Company and Selling Shareholder related terms

Term Description

“Company”, “our Company”

“ACB (India) Limited”, or

“Issuer”.

ACB (India) Limited, a public limited company incorporated under the Companies

Act, and having its registered office at C-102, L.G.F., New Multan Nagar, Surya

Enclave, New Delhi – 110 056, India.

“we”, “us”, or “our” Unless the context otherwise requires or implies, ACB (India) Limited, a public limited

company incorporated under the Companies Act, and having its registered office at C-

102, L.G.F., New Multan Nagar, Surya Enclave, New Delhi – 110 056, India and all its

Subsidiaries, its Associates and its Joint Venture.

Articles / Articles of Association The articles of association of our Company, as amended.

ACBIPL ACB (India) Power Limited.

ACCTPL Aryan Clean Coal Technologies Private Limited.

ACPGPL Aryan Chhattisgarh Power Generation Private Limited.

AEPL Aryan Energy Private Limited.

AMPPGPL Aryan M.P. Power Generation Private Limited.

Associates Global Coal and Mining Private Limited, Spectrum Power Generation Limited and

Maruti Clean Coal and Power Limited.

Auditors The auditors of our Company, M/s. B S R & Company, Chartered Accountants.

Board/Board of Directors The board of directors of our Company as constituted from time to time including any

committees thereof.

CFO Chief Financial Officer, Mr. Sanjay Hasija.

Consolidated Entities Our Subsidiaries, Associates, Joint Venture and the subsidiary of our Joint Venture,

Pinnacle Overseas Assets Limited BVI, whose financial statements are consolidated

with those of the Joint Venture in terms of AS 27.

Corporate Office 7th Floor, Corporate Tower, Ambience Mall, N.H.-8, Gurgaon, Haryana – 122 002.

Director(s) Director(s) on the Board of our Company, as appointed from time to time.

Equity Shares Equity Shares of our Company of face value of ` 10 each.

Executive Director An executive Director.

Financial Year/Fiscal/FY Period of twelve months ending on March 31 of that particular year, unless stated

otherwise.

Group Companies Companies, firms, ventures promoted by our Promoters, irrespective of whether such

entities are covered under Section 370(1B) of the Companies Act, and set out in “Our

Promoters and Group Companies” on page 278 of this Draft Red Herring Prospectus.

Independent Director A non-executive, independent Director as per Clause 49 of the Listing Agreement.

Individual Selling Shareholders a) Mr. Ganesh Chandra Mrig; b) Mr. Kuldeep Singh Solanki; and c) Mr. Ashok Mrig.

Joint Venture Cellcap Securities Limited BVI.

KCWPL Kartikay Coal Washeries Private Limited.

MCCPL Maruti Clean Coal and Power Limited.

- 4 -

Term Description

Memorandum / Memorandum of

Association

The memorandum of association of our Company.

Non-Executive Director A non-executive, non-independent Director.

Promoter / our Promoters Promoters of our Company i.e. Mr. Rudra Sen Sindhu, Mr. Ganesh Chandra Mrig, Mr.

Vir Sen Sindhu and Mr. Kuldeep Singh Solanki.

Promoter Group Such persons and entities which constitute the promoter group of our Company

pursuant to Regulation 2 (1)(zb) of the Securities Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2009.

Registered Office C-102, L.G.F., New Multan Nagar, Surya Enclave, New Delhi – 110 056, India.

Pineridge Pineridge Investment Ltd, having its registered office at c/o Warburg Pincus Asia Ltd,

8th Floor, Newton Tower, Sir William Newton Street, Port Louis, Mauritius, and an

affiliate of Warburg Pincus Private Equity IX, L.P.

Selling Shareholders Pineridge and the Individual Selling Shareholders.

SFI Parcel SFI Parcel Services Private Limited.

Spectrum Coal Spectrum Coal and Power Limited.

Spectrum Power Spectrum Power Generation Limited.

Subsidiary / Subsidiaries Aryan Energy Private Limited, Aryan Clean Coal Technologies Private Limited,

Kartikay Coal Washeries Private Limited, Spectrum Coal and Power Limited,

Connoisseur Resources Limited BVI, ACB (India) Power Limited, ACB (India) Coal

Methane Private Limited, Aryan M.P. Power Generation Private Limited, Aryan

Chhattisgarh Power Generation Private Limited, TRN Energy Limited and SFI Parcel

Services Private Limited.

TRN Energy TRN Energy Limited.

Issue Related Terms

Term Description

Allotment / Allot / Allotted Unless the context otherwise requires, the allotment of Equity Shares to successful

Bidders pursuant to the Fresh Issue and the transfer of the Equity Shares pursuant to the

Offer for Sale to the successful Bidders.

Allottee A successful Bidder to whom the Equity Shares are Allotted.

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, with a

minimum Bid of `100 million.

Anchor Investor Bidding Date The day, one Working Day prior to the Issue Opening Date, on which Bids by Anchor

Investors shall be submitted, prior to and after which the Managers will not accept any

Bids, and allocation to Anchor Investors shall be completed.

Anchor Investor Allocation

Notice

Notice or intimation of allocation of Equity Shares sent to Anchor Investors who have

been allocated Equity Shares.

Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms of

the Red Herring Prospectus and the Prospectus.

Anchor Investor Issue Price The final price at which Equity Shares will be issued and Allotted to Anchor Investors

in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to

or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor

Issue Price will be decided by our Company in consultation with the Managers.

Anchor Investor Portion Up to 30% of the QIB Portion, which may be allocated by our Company, in

consultation with the Managers, to Anchor Investors on a discretionary basis, out of

which one-third 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.

- 5 -

Term Description

Applications Supported by

Blocked Amount / ASBA

An application, whether physical or electronic, used by ASBA Bidders to make a Bid

authorising an SCSB to block the Payment Amount in a specified bank account

maintained with the SCSB.

ASBA Account An account maintained with an SCSB, which will be blocked by such SCSB to the

extent of the Payment Amount specified by an ASBA Bidder.

ASBA Bidder Any Bidder, other than an Anchor Investor, who applies through ASBA in accordance

with the terms of the Red Herring Prospectus and the Bid cum Application Form.

Axis Axis Bank Limited.

Basis of Allotment The basis on which the Equity Shares will be Allotted, as described in the section on

“Issue Procedure – Basis of Allotment” on page 663 of this Draft Red Herring

Prospectus.

Bid An indication to make an offer during the Issue Period by a Bidder (other than an

Anchor Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, to

subscribe to or purchase the Equity Shares, including all revisions thereto, in terms of

the Red Herring Prospectus and the Bid cum Application Form, and the term “Bidding”

shall be construed accordingly.

Bid Amount In relation to each Bid shall mean the highest value of the Bid indicated in the Bid cum

Application Form and in the case of Retail Individual Bidders and Eligible Employees

Bidding at Cut-Off Price, the Cap Price multiplied by the number of Equity Shares Bid

for by such Retail Individual Bidder or Eligible Employee and mentioned in the Bid

cum Application Form.

Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and which will

be considered as the application for Allotment for the purposes of the Red Herring

Prospectus and the Prospectus.

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring

Prospectus and the Bid cum Application Form. Unless, otherwise stated or implied, the

term “Bidder” shall be deemed to include an ASBA Bidder.

Book Building Process The book building process as described in Part A, Schedule XI of the ICDR

Regulations, in terms of which the Issue is being made.

Book Running Lead Managers The Book Running Lead Managers to the Issue, in this case being Axis, I-Sec and YES

Bank.

CAN / Confirmation of

Allotment Notice/Allotment

Advice

Note or advice or intimation of Allotment of Equity Shares sent to the Bidders who

have been Allotted Equity Shares after discovery of the Issue Price in accordance with

the Book Building Process, and, in the case of Anchor Investors, shall mean the note or

advice or intimation of Allotment of Equity Shares sent to the Anchor Investors who

have been Allotted Equity Shares.

Cap Price The higher end of the Price Band, i.e. ` [●], above which the Issue Price will not be finalised and above which no Bids will be accepted.

Controlling Branches Such branches of the SCSBs which coordinate with the Registrar to the Issue and the

Stock Exchanges, a list of which is available on

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1355898148848.html, and at such

other websites as may be prescribed by SEBI from time to time.

Cut-off Price The Issue Price, as finalised by our Company, in consultation with the Managers, which

shall be any price within the Price Band. Only Retail Individual Bidders and Eligible

Employees whose Payment Amount does not exceed ` 200,000 are entitled to Bid at the Cut-off Price. No other category of Bidders is entitled to Bid at the Cut-off Price.

Demographic Details The demographic details of the Bidders such as their address, occupation, PAN, MICR

Code and bank account details.

Designated Branches Such branches of the SCSBs with which an ASBA Bidder, not Bidding through

Syndicate/ Sub Syndicate or through a Non Syndicate Registered Broker, may submit

the Bid cum Application Forms, a list of which is available on


- 6 -

Term Description


Designated Date The date on which funds are transferred from the Escrow Account to the Public Issue

Account or the Refund Account, as appropriate, or the funds blocked by the SCSBs are

transferred from the bank accounts specified by the ASBA Bidders to the Public Issue

Account, as the case may be.

Designated Stock Exchange BSE.

Draft Red Herring Prospectus The draft red herring prospectus dated May 30, 2011, filed with SEBI on May 31,

2011, issued in accordance with the ICDR Regulations, and as updated as on June 18,

2013.

Edelweiss Edelweiss Financial Services Limited.

Eligible Employee Permanent and full-time employees of our Company, our Subsidiaries and our

Associates, Directors of our Company (excluding Promoters and an immediate relative

of the Promoters (i.e., any spouse of that person, or any parent, brother, sister or child

of that person or of the spouse) and such other persons not eligible under applicable

laws, rules, regulations and guidelines) as at the date of the Red Herring Prospectus

with the RoC, who is an Indian national and is based, working and present in India as

on the date of submission of the Bid cum Application Form and who continues to be in

the employment of our Company our Subsidiaries and our Associates, as the case may

be, until submission of the Bid cum Application Form.

An employee of our Company, our Subsidiaries or our Associates who is recruited

against a regular vacancy, but is on probation, as on the date of submission of the Bid

cum Application Form, will also be deemed to be a ‘permanent employee’ of our

Company our Subsidiaries or our Associates, as the case may be.

Eligible Equity Shares Equity Shares eligible for the Safety Net Arrangement.

Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or

invitation under the Issue and in relation to whom the Red Herring Prospectus

constitutes an invitation to Bid on the basis of the terms hereof.

Eligible Shareholders Retail Individual Bidders and Eligible Employees who (i) have been Allotted Equity

Shares in the Issue; and (ii) would be persons resident in India (as defined under

FEMA) at the time of submission of Bids, on the date of Allotment, on the Trigger Date

and upon submission of the Tender Forms, who are eligible to avail the Safety Net

Arrangement.

Employee Reservation Portion The portion of the Issue up to 500,000 Equity Shares, available for allocation to

Eligible Employees on a proportionate basis, which shall not exceed 5% of our

Company’s post-Issue capital.

Escrow Accounts Accounts opened with the Escrow Collection Bank(s) and in whose favour the Bidders

(excluding ASBA Bidders) will issue cheques or drafts in respect of the Payment

Amount when submitting a Bid.

Escrow Agreement Agreement to be entered into amongst our Company, the Registrar to the Issue, the

Managers, the Syndicate Members, the Selling Shareholders, the Escrow Collection

Bank(s)/Bankers to the Issue and the Refund Bank(s) for collection of the Payment

Amounts and, where applicable, refunds of the amounts collected on the terms and

conditions thereof.

Escrow Collection

Bank(s)/Bankers to the Issue

The banks which are clearing members and registered with SEBI under the SEBI

(Bankers to an Issue) Regulations, 1994, as amended, with whom the Escrow

Account(s) will be opened and in this case being Axis Bank Limited, DBS Bank Ltd,

HDFC Bank Limited, ICICI Bank Limited, IndusInd Bank Limited and Yes Bank

Limited.

First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision

Form.

Floor Price The lower end of the Price Band, i.e. ` [●], at or above which the Issue Price will be finalised and below which no Bids, will be accepted.

- 7 -

Term Description

Fresh Issue Fresh issue of [●] Equity Shares for cash at a price of ` [●] per Equity Share aggregating to ` 4,150 million. For details of the changes in the Fresh Issue size from the fresh issue size as disclosed in the Draft Red Herring Prospectus filed with SEBI on

May 31, 2011, please refer to the section on “Risk Factors” on page 20 of this Draft

Red Herring Prospectus.

Global Co-Ordinators and Book

Running Lead Managers

The Global Co-Ordinators and Book Running Lead Managers to the Issue, in this case

being IDFC Capital, Edelweiss, J.P. Morgan and Macquarie.

IDFC Capital IDFC Capital Limited.

IPO Grading Agency CRISIL Limited.

I-Sec ICICI Securities Limited.

Issue Public issue of [●] Equity Shares by our Company at a price of ` [●] per Equity Share, comprising the Fresh Issue and the Offer for Sale. Further, the Issue comprises an

Employee Reservation Portion of up to 500,000 Equity Shares in favour of the Eligible

Employees.

Issue Agreement The agreement entered into on May 28, 2011 and amended as on February 4, 2013,

amongst our Company, the Selling Shareholders and the Managers, pursuant to which

certain arrangements are agreed to in relation to the Issue.

Issue Closing Date Except in relation to Anchor Investors, [●], the date after which the Syndicate/Sub

Syndicate, the SCSBs and the Non Syndicate Registered Brokers will not accept any

Bids, which shall also be notified in Financial Express, an English national newspaper

and Jansatta, a Hindi national newspaper, each with wide circulation and in case of any

revision, the extended Issue Closing Date, also to be notified to the Stock Exchanges,

and indicated by issuing a press release and on the websites of the Managers and

terminals of the Syndicate Members as required under the ICDR Regulations.

Our Company, in consultation with the Managers, may consider closing the Issue

Period for QIBs one Working Day prior to the Issue Closing Date in accordance with

the ICDR Regulations.

Issue Opening Date Except in relation to Anchor Investors, [●], the date on which the Syndicate/ Sub

Syndicate, the SCSBs and the Non Syndicate Registered Brokers, as applicable, shall

start accepting Bids for the Issue, which shall also be the date notified in Financial

Express, an English national newspaper and Jansatta, a Hindi national newspaper, each

with wide circulation.

Issue Period Except in relation to Anchor Investors, the period from and including the Issue Opening

Date to and including the Issue Closing Date and during which Bidders can submit their

Bids. The Issue Period will comprise Working Days only.

Issue Price The final price at which the Equity Shares will be issued and Allotted in terms of the

Red Herring Prospectus. The Issue Price will be decided by our Company, in

consultation with the Managers, on the Pricing Date.

Gross Proceeds The proceeds of the Fresh Issue.

J.P. Morgan J.P. Morgan India Private Limited.

Listing Agreement The equity listing agreement to be entered into by our Company with each of the Stock

Exchanges, as amended.

Managers The Global Co-Ordinators and Book Running Lead Managers and the Book Running

Lead Managers.

Macquarie Macquarie Capital (India) Private Limited.

Monitoring Agency ICICI Bank Limited.

Mutual Fund Portion 5% of the Net QIB Portion available for allocation to Mutual Funds only.

Net Issue The Issue less the Employee Reservation Portion.

Net Proceeds The Gross Proceeds after deduction of the Issue expenses, to the extent payable by our

- 8 -

Term Description

Company. For further information about use of the Net Proceeds and the Issue

expenses, please refer to the section on “Objects of the Issue” beginning on page 130 of

this Draft Red Herring Prospectus.

Net QIB Portion The QIB Portion, available for allocation to QIBs less the number of Equity Shares

allocated to the Anchor Investors, being [●] Equity Shares.

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees

bidding under the Employee Reservation Portion and who have Bid for Equity Shares

for an amount of more than ` 200,000, subject to valid bids being received at or above the Issue Price (but not including NRIs other than Eligible NRIs).

Non-Institutional Portion The portion of the Issue being not less than 15% of the Net Issue available for

allocation to Non-Institutional Bidders on a proportionate basis, subject to valid Bids

being received at or above the Issue Price.

Non Syndicate Broker Centre A broker centre of the stock exchanges with broker terminals, wherein a Non Syndicate

Registered 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.

Non Syndicate Registered Broker A broker registered with SEBI under the Securities and Exchange Board of India

(Stock Brokers and Sub Brokers Regulations), 1992, as amended, having terminals in

any of the Non Syndicate Broker Centres, and eligible to procure Bids in terms of the

circular No. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI.

Offer for Sale The offer for sale of up to 38,806,000 Equity Shares of which, up to 30,000,000 Equity

Shares are being offered by Pineridge, up to 3,140,000 Equity Shares by Mr. Ganesh

Chandra Mrig, up to 1,666,000 Equity Shares by Mr. Kuldeep Singh Solanki and up to

4,000,000 Equity Shares by Mr. Ashok Mrig, pursuant to the terms of the Red Herring

Prospectus. For details of the changes in the Offer for Sale size from the offer for sale

size as disclosed in the Draft Red Herring Prospectus filed with SEBI on May 31, 2011,

please refer to the section on “Risk Factors” on page 20 of this Draft Red Herring

Prospectus.

Payment Amount In the case of QIBs and Non-Institutional Bidders, the Bid Amount, and in the case of

Retail Individual Bidders and Eligible Employees, the Bid Amount less the Retail and

Employee Discount, i.e. Retail Individual Bidders and Eligible Employees, while

Bidding at the Bid Amount, shall make payments after adjusting the Retail and

Employee Discount against the Bid Amount.

Pay-in Date With respect to Anchor Investors, it shall be the Anchor Investor Bidding Date, and, in

the event the Anchor Investor Allocation Price is lower than the Issue Price, not later

than two Working Days after the Issue Closing Date.

Pay-in-Period The period commencing on the Issue Opening Date and extending until the closure of

the Pay-in Date.

Pineridge Safety Net Account A trust and retention account or an escrow account, for the deposit in respect of the

Pineridge Safety Net Upfront Amount by Pineridge.

Pineridge Safety Net Bank

Guarantee

An irrevocable bank guarantee, to be issued in favour of the account bank (as the

trustee) of the Pineridge Safety Net Account, in relation to the Pineridge Safety Net

Upfront Amount.

Pineridge Safety Net Upfront

Amount

In relation to the Safety Net Arrangement, an amount equivalent to the proportionate

share of Pineridge, of 75% of upto 35% of the size of the Net Issue and the size of the

Employee Reservation Portion, as applicable.

Price Band Any price between the Floor Price and the Cap Price, and includes revisions thereof as

determined by our Company and Pineridge, in consultation with the Managers.

Pricing Date The date on which our Company, in consultation with the Managers, finalise the Issue

Price.

Promoter Safety Net Account A trust and retention account, for the deposit in respect of the Promoter Safety Net

Upfront Amount by the Promoter Safety Net Providers.

- 9 -

Term Description

Promoter Safety Net Bank

Guarantee

An irrevocable bank guarantee, to be issued in favour of the account bank (as the

trustee) of the Promoter Safety Net Account, in respect of the Promoter Safety Net

Upfront Amount.

Promoter Safety Net Providers Mr. Rudra Sen Sindhu, Mr. Ganesh Chandra Mrig, Mr. Vir Sen Sindhu, Mr. Kuldeep

Singh Solanki.

Promoter Safety Net Upfront

Amount

In relation to the Safety Net Arrangement, an amount equivalent to the proportionate

share of the Promoter Safety Net Providers, of 75% of upto 35% of the size of the Net

Issue and the size of the Employee Reservation Portion, as applicable.

Prospectus The prospectus to be filed with the RoC in accordance with Sections 60 and 60B of the

Companies Act, containing, inter-alia, the Issue Price that is determined at the end of

the Book Building Process, the size of the Issue and certain other information.

Public Issue Account An account opened under Section 73 of the Companies Act with the to receive money

from the Escrow Accounts and from the SCSBs on the Designated Date.

Qualified Foreign Investors or

QFIs

Person, who is not resident in India, other than SEBI registered FIIs or sub-accounts or

SEBI registered FVCIs, who meet ‘know your client’ requirements prescribed by SEBI

and are resident in a country which is (i) a member of Financial Action Task Force or a

member of a group which is a member of Financial Action Task Force; and (ii) a

signatory to the International Organisation of Securities Commission’s Multilateral

Memorandum of Understanding or a signatory of a bilateral memorandum of

understanding with SEBI.

Provided that such non-resident investor shall not be resident in a country which is

listed in the public statements issued by Financial Action Task Force from time to time

on: (i) jurisdictions having a strategic anti-money laundering/combating the financing

of terrorism deficiencies to which counter measures apply; and (ii) jurisdictions that

have not made sufficient progress in addressing the deficiencies or have not committed

to an action plan developed with the Financial Action Task Force to address the

deficiencies.

QFIs are not permitted to participate in the Issue.

Qualified Institutional Buyers or

QIBs

The term “Qualified Institutional Buyers” or “QIBs” shall have the meaning ascribed to

such term under the ICDR Regulations and shall mean and include (i) a Mutual Fund,

VCF, AIF and FVCI registered with SEBI; (ii) an FII and sub-account (other than a

sub-account which is a foreign corporate or foreign individual), registered with SEBI;

(iii) a public financial institution as defined in Section 4A of the Companies Act; (iv) a

scheduled commercial bank; (v) a multilateral and bilateral development financial

institution; (vi) a state industrial development corporation; (vii) an insurance company

registered with the Insurance Regulatory and Development Authority; (viii) a provident

fund with minimum corpus of ` 250 million; (ix) a pension fund with minimum corpus of ` 250 million; (x) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the

Gazette of India; (xi) insurance funds set up and managed by army, navy or air force of

the Union of India; and (xii) insurance funds set up and managed by the Department of

Posts, India, eligible for Bidding in this Issue.

QIB Portion The portion of the Issue being 50% of the Net Issue available for allocation to QIBs

including the Anchor Investor Portion.

Recognized Stock Exchange In relation to the Safety Net Arrangement, either of BSE or NSE, on which the Equity

Shares are listed, and on which the highest trading volume in respect of the Equity

Shares of the Company has been recorded during 60 trading days immediately

preceding the Trigger Date.

Red Herring Prospectus The red herring prospectus issued in accordance with Section 60B of the Companies

Act and the ICDR Regulations, which does not have complete particulars of the price at

which the Equity Shares are offered and the size of the Issue.

Refund Account(s) The account opened with the Refund Bank(s), from which refunds (excluding refunds

to ASBA Bidders), if any, of the whole or part of the Payment Amount shall be made.

Refund Bank(s) The banks which are clearing members and registered with SEBI under the SEBI

- 10 -

Term Description

(Bankers to an Issue) Regulations, 1994 with whom the Refund Account(s) will be

opened and in this case being ICICI Bank Limited.

Registrar / Registrar to the Issue Link Intime India Private Limited.

Resident Retail Individual

Bidder(s)

A person resident in India as defined under FEMA who has not Bid for Equity Shares

for an amount of more than ` 200,000 in any of the Bidding options in the Issue.

Retail and Employee Discount Discount of [●]% of the Issue Price, amounting to ` [●], given to Retail Individual Bidders and Eligible Employees.

Retail Individual Bidders Bidders (including HUFs applying through their karta, Eligible NRIs and Resident

Retail Individual Bidders) who have not submitted a Bid for Equity Shares for a

Payment Amount of more than ` 200,000 in any of the Bidding options in the Issue.

Retail Issue Price The price at which the Equity Shares shall be purchased pursuant to the Safety Net

Arrangement, i.e. the Issue Price, as adjusted for the Retail and Employee Discount, if

any.

Retail Portion The portion of the Issue being not less than 35% of the Net Issue available for

allocation to Retail Individual Bidder(s) in accordance with the ICDR Regulations.

Revision Form The form used by the Bidders, including ASBA Bidders, to modify the quantity of

Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any

prior Revision Form(s), as applicable.

Safety Net Arrangement The arrangement offered by the Safety Net Providers to Eligible Shareholders pursuant

to which Equity Shares of the Eligible Shareholders may be purchased by them at the

Retial Issue Price, in accordance with the terms of the arrangement. For further details

in relation to this arrangement, please refer to section on “Safety Net Arrangement” on

page 125 of this Draft Red Herring Prospectus.

Safety Net Notice A public notice inviting Eligible Shareholders to tender the Eligible Equity Shares in

the Safety Net Arrangement for sale to the Safety Net Providers, within five Working

Days from the expiry of the Trigger Date.

Safety Net Providers Mr. Rudra Sen Sindhu, Mr. Ganesh Chandra Mrig, Mr. Vir Sen Sindhu, Mr. Kuldeep

Singh Solanki and Pineridge.

Self Certified Syndicate Bank(s)

or SCSB(s)

Banks which are registered with SEBI under the SEBI (Bankers to an Issue)

Regulations, 1994, which offers the facility of ASBA, a list of which is available on



Size of the Safety Net

Arrangement

The size of the Safety Net Arrangement, i.e. not exceeding 1,000 Equity Shares per

Eligible Shareholder as provided under Regulation 44 of the ICDR Regulations.

Stock Exchanges The NSE and the BSE.

Syndicate The Managers and the Syndicate Members, including their respective Sub Syndicate.

Sub Syndicate The sub-syndicate members, if any, appointed by the Managers and the Syndicate

Members, to collect Bid cum Application Forms.

Successful Tender Eligible Equity Shares validly tendered by the Eligible Shareholders under the Safety

Net Arrangement.

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 Issue (excluding

Bids from ASBA Bidders procured directly by SCSBs and Bids procured by Non

Syndicate Registered Brokers).

Syndicate Bidding Centres Syndicate and Sub Syndicate centres established for acceptance of the Bid cum

Application Form and Revision Forms.

Syndicate Members Edelweiss Securities Limited, Axis Capital Limited, Macquarie Capital Securities

(India) Private Limited, Sharekhan Limited and Motilal Oswal Securities Limited.

Tender Form The form used by an Eligible Shareholder to tender Equity Shares in the Safety Net

- 11 -

Term Description

Arrangement and which will be considered as an application to tender Equity Shares in

the Safety Net Arrangement.

TRS or Transaction Registration

Slip

The slip or document issued by a Syndicate/Sub Syndicate, Non Syndicate Registered

Broker or an SCSB (only on demand), as the case may be, to the Bidder as proof of

uploading of a Bid.

Trigger Date In relation to the Safety Net Arrangement, the day after the end of six (6) months from

the day of listing of the Equity Shares on the Stock Exchanges.

Trigger Intimation A public announcement intimating the occurrence of the Safety Net Trigger issued

within one Working Day from the expiry of the Trigger Date.

Trigger Price The “volume-weighted average market price” of the Equity Shares during the 60

trading days preceding the Trigger Date.

Underwriters The Managers and the Syndicate Members.

Underwriting Agreement The agreement to be entered into amongst the Underwriters, our Company and the

Selling Shareholders on or after the Pricing Date.

U.S. QIBs Qualified institutional buyers as defined under Rule 144A of the Securities Act.

U.S. Persons U.S. Persons as defined under Regulation S of the Securities Act.

Working Day Any day other than Saturday or Sunday on which commercial banks in Mumbai are

open for business, provided however, for the purposes of the time period between Issue

Closing Date and listing, “Working Days” shall mean all days other than Sundays and

bank holidays, in accordance with the SEBI circular dated April 22, 2010.

YES Bank YES Bank Limited.

Conventional or general terms and abbreviations

Term Description

A/c Account.

ACIT Assistant Commissioner of Income Tax

Act or Companies Act Companies Act, 1956 as amended.

AIFs Alternative investment funds registered under the Securities and Exchange Board of

India (Alternative Investment Funds) Regulations, 2012, as amended.

Air Act Air (Prevention and Control of Pollution Act), 1981.

AGM Annual general meeting.

AS Accounting standards issued by the Institute of Chartered Accountants of India.

A.Y. Assessment year.

BPLR Benchmark prime lending rate.

BSE BSE Limited.

CAGR Compounded Annual Growth Rate.

CDSL Central Depository Services (India) Limited.

CECB Chhattisgarh Environment Conservation Board.

Chhattisgarh SIDC Chhattisgarh State Industrial Development Corporation Limited.

Chhattisgarh SPTC or

CSPTradeco

Chhattisgarh State Power Trading Company Limited.

CIT Commissioner of Income Tax

- 12 -

Term Description

CLRA Contract Labour (Regulation and Abolition) Act, 1970, as amended.

CSEB Chhattisgarh State Electricity Board.

DCIT Deputy Commissioner of Income Tax

Depositories Act Depositories Act, 1996, as amended.

Depository A depository registered with SEBI under the SEBI (Depositories and Participant)

Regulations, 1996, as amended.

DP/Depository Participant A depository participant as defined under the Depositories Act.

EBITDA Earnings before interest, tax, depreciation and amortisation.

ECB External commercial borrowing.

EGM Extraordinary general meeting.

EPS Earnings per share (as calculated in accordance with AS-20).

FDI Foreign direct investment.

FEMA Foreign Exchange Management Act, 1999, read with its related rules and regulations,

as amended.

FII(s) Foreign institutional investors (as defined under Securities and Exchange Board of

India (Foreign Institutional Investors) Regulations, 1995 registered with SEBI under

applicable laws in India.

FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,

1995, as amended.

Finance Act Finance Act, 1994, as amended.

FIPB Foreign Investment Promotion Board.

FVCI Foreign venture capital investors, as defined and registered with SEBI under the SEBI

(Foreign Venture Capital Investor) Regulations, 2000, as amended.

GDP Gross domestic product.

GIR Number General index registration number.

GoI Government of India.

GUVNL Gujarat Urja Vikas Nigam Limited.

HNI High networth individual.

HUF Hindu undivided family.

HW(M&H) Rules Hazardous Wastes (Management and Handling) Rules, 1989, as amended.

I.T. Act The Income Tax Act, 1961, as amended.

ITAT Income Tax Appellate Tribunal.

ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)


Indian GAAP Generally accepted accounting principles in India.

Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992.

IPO Initial public offer.

LIBOR London interbank offered rate.

Mn/mn Million.

MT Metric Ton.

- 13 -

Term Description

MOEF Ministry of Environment and Forests

Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996,

as amended.

N.A. Not applicable.

NAV Net asset value being paid up equity share capital plus free reserves (excluding reserves

created out of revaluation) less deferred expenditure not written off (including

miscellaneous expenses not written off) and debit balance of profit & loss account,

divided by weighted average number of issued equity shares.

NEFT National electronic fund transfer service.

Negotiable Instruments Act Negotiable Instruments Act, 1881, as amended.

NOC No objection certificate.

Non-Resident A person resident outside India, as defined under the FEMA and includes a Non-

Resident Indian.

NRE Account Non resident external account established in accordance with FEMA.

NRI / Non-Resident Indian 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, as amended.

NRO Account Non resident ordinary account established in accordance with FEMA.

NSDL National Securities Depository Limited.

NSE National Stock Exchange of India Limited.

OCB/Overseas Corporate Body 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 the 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 the

FEMA. OCBs are not allowed to invest in this Issue.

OEM Original Equipment Manufacturer.

P/E Ratio Price/earnings ratio.

PAN Permanent account number allotted under the I.T Act.

PLR Prime lending rate.

Power Grid Corporation or PCIL Power Grid Corporation of India Limited.

RBI The Reserve Bank of India.

RoC Registrar of Companies, N. C. T. of Delhi and Haryana.

Reliance Energy or RETL Reliance Energy Trading Limited.

Reliance Natural Resources Reliance Natural Resources Limited.

RONW Return on net worth.

Rs. / Rupees / ` Indian Rupees.

RTGS Real time gross settlement.

SCRA Securities Contracts (Regulation) Act, 1956, as amended.

SCRR Securities Contracts (Regulation) Rules, 1957, as amended.

SEBI The Securities and Exchange Board of India constituted under the SEBI Act.

SEBI Act Securities and Exchange Board of India Act 1992, as amended.

- 14 -

Term Description

Securities Act U.S. Securities Act, 1933, as amended.

SIA Secretariat for Industrial Assistance.

SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended.

South Eastern Coal or SECL South Eastern Coalfields Limited.

Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011, as amended.

US/USA United States of America.

USD or $ or US $ United States Dollar.

US GAAP Generally accepted accounting principles in the US.

VCFs Venture capital funds as registered with SEBI under the SEBI (Venture Capital Fund)


VCF Regulations SEBI (Venture Capital Fund) Regulations, 1996, as amended.

Industry related terms

Term Description

Calorific value Amount of heat released during the combustion of a material.

Fly ash Ash in micro size.

GW Gigawatts.

kWh Kilo Watt Hour.

MTPA Million tonnes per annum.

MW Megawatts.

O&M Operation and maintenance.

Plant Availability

For any period, the average of the daily average declared capacities for all the days during that period expressed as a percentage of the installed capacity of the generating

station minus normative auxiliary consumption in MW and computed in accordance

with the formula prescribed by CERC.

Plant Load Factor The ratio of actual units of power generated by a plant to the maximum power that

could theoretically be generated by the power plant during any period.

Raw coal Coal as produced from a mine.

RFP Request for proposal.

RFQ Request for qualification.

T&D Transmission and distribution.

- 15 -

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to "India" contained in this Draft Red Herring Prospectus are to the Republic of India and all

references to the "U.S." are to the United States of America.

Financial Data

Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated

financial information prepared in accordance with the Indian GAAP, ICDR Regulations and Para B of Part II of

Schedule II of the Companies Act and included in this Draft Red Herring Prospectus. Our Financial Year

commences on April 1, and ends on March 31 of the following year. In this Draft Red Herring Prospectus, any

discrepancies in any table, graphs or charts between the total and the sums of the amounts listed are due to

rounding-off.

There are significant differences between Indian GAAP, IFRS and U.S. GAAP. We have not attempted to

explain those differences or quantify their impact on the financial data included herein, and we urge you to

consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the

degree to which the restated financial information included in this Draft Red Herring Prospectus will provide

meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting

practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures

presented in this Draft Red Herring Prospectus should accordingly be limited. Our Company does not provide a

reconciliation of its financial statements to IFRS or U.S. GAAP financial statements. For details, please refer to

the section on “Risk Factors- Significant differences exist between Indian GAAP and other accounting

principles, such as US GAAP and IFRS, which may be material to investors' assessments of our Company's

financial condition. Our failure to successfully adopt IFRS could have a material adverse effect on the price of

our Equity Shares” on page 55 of this Draft Red Herring Prospectus.

Any percentage amounts, as set forth in the sections on "Risk Factors", "Our Business" and "Management's

Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 20, 166 and 493

of this Draft Red Herring Prospectus, respectively and elsewhere in this Draft Red Herring Prospectus, unless

otherwise indicated, have been calculated on the basis of our restated consolidated and unconsolidated financial

information prepared in accordance with the ICDR Regulations and Para B(1) of Part II of Schedule II of the

Companies Act. Our Associates are accounted for using the equity method in accordance with accounting

standard AS 23- “Accounting for investments in associates in consolidated financial statements” as specified in

the Companies (Accounting Standard) Rules, 2006. For further details, see Annexure III of our restated

consolidated financial information included in this Draft Red Herring Prospectus.

Non-GAAP Financial Measures

EBITDA and any related ratios presented in this Draft Red Herring Prospectus are supplemental measures of

our performance and liquidity that are not required by, or presented in accordance with, Indian GAAP, U.S.

GAAP or IFRS. EBITDA is not a measurement of financial performance or liquidity under Indian GAAP, U.S.

GAAP or IFRS and should not be considered as an alternative to net income, operating income or any other

performance measures derived in accordance with Indian GAAP, U.S. GAAP or IFRS or as an alternative to

cash flow from operating activities as a measure of liquidity. In addition, EBITDA is not a standardized term,

hence a direct comparison between companies using such a term may not be possible.

We believe that EBITDA facilitates comparisons of operating performance from period to period and company

to company by eliminating potential differences caused by variations in capital structures (affecting interest

expense and finance charges), tax positions (such as the impact on periods or companies of changes in effective

tax rates or net operating losses), the age and booked depreciation and amortization of assets (affecting relative

depreciation and amortization of expense). EBITDA has been presented because we believe that it is frequently

used by securities analysts, investors and other interested parties in evaluating similar companies, many of

whom present such non-GAAP financial measures when reporting their results. Finally, EBITDA is presented as

a supplemental measure of our ability to service debt. Nevertheless, EBITDA has limitations as an analytical

tool, and you should not consider it in isolation from, or as a substitute for analysis of, our financial condition or

results of operations, as reported under Indian GAAP. Because of these limitations, EBITDA should not be

considered as a measure of discretionary cash available to invest in the growth of our business.

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Currency and units of presentation

All references to;

"Rupees" "Rs." or “`” are to Indian Rupees, the official currency of the Republic of India. “US Dollars” or "US$" are to United States Dollars, the official currency of the United States of America.

“Euro” are to Euro, the official currency of the Eurozone consisting of the members states of the European Union.

“Indonesian Rupiah” are to Indonesian Rupiah, the official currency of Indonesia.

“AED” are to United Arab Emirates Dirham, the official currency of the United Arab Emirates.

In this Draft Red Herring Prospectus, the Company has presented certain numerical information in "million"

units. One million represents 1,000,000.

Definitions

For definitions, please refer to the section on "Definitions and Abbreviations" beginning on page 3 of this Draft

Red Herring Prospectus. Defined terms in the section on "Main Provisions of our Articles of Association"

beginning on page 675 of this Draft Red Herring Prospectus, have the meaning given to such terms in the

Articles of Association.

Industry and Market Data

Unless stated otherwise, industry data used throughout this Draft Red Herring Prospectus has been obtained

from industry publications. Industry publications generally state that the information contained in those

publications has been obtained from sources believed to be reliable but that their accuracy and completeness are

not guaranteed and their reliability cannot be assured. Although we believe that the industry data used in this

Draft Red Herring Prospectus is reliable, it has not been independently verified.

Further, the extent to which the industry and market data presented in this Draft Red Herring Prospectus is

meaningful depends on the reader's familiarity with and understanding of the methodologies used in compiling

such data. There are no standard data gathering methodologies in the industry in which we conduct our business,

and methodologies and assumptions may vary widely among different industry sources.

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NOTICE TO INVESTORS

United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory

authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy

of this Draft Red Herring Prospectus. Any representation to the contrary is a criminal offence in the United

States and may be a criminal offence in other jurisdictions.

The Equity Shares have not been and will not be registered under the Securities Act and unless so registered,

may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Accordingly, the Equity Shares are being offered and sold (i) in the United States only to “qualified institutional

buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”) and as referred to in this Draft Red Herring Prospectus as “U.S. QIBs”; which, for the avoidance of doubt, does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) acting for their own account or for the account of another U.S. QIB, in reliance on the exemption from registration under the Securities Act provided by Rule 144A or other available exemptions and (ii) outside the United States to non-U.S. Persons in an off-shore transaction in compliance with Regulation S

under the Securities Act (“Regulation S”) and the applicable laws of the jurisdictions.

Each purchaser of Equity Shares inside the United States will be required to represent and agree, among other things, that such purchaser (i) is a U.S. QIB; and (ii) will only reoffer, resell, pledge or otherwise transfer the Equity Shares in an “offshore transaction” to non-U.S. Persons in accordance with Rule 903 or Rule 904 of Regulation S or other available exemptions.

Each purchaser of Equity Shares outside the United States will be required to represent and agree, among other things, that such purchaser is a non-U.S. Person and acquiring the Equity Shares in an “offshore transaction” in accordance with Regulation S.

European Economic Area

This Draft Red Herring Prospectus has been prepared on the basis that all offers of Equity Shares will be made

pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area (“EEA”), from the requirement to produce a prospectus for offers of Equity Shares. The

expression “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and Council and

includes any relevant implementing measure in each Relevant Member State (as defined below). Accordingly, any person making or intending to make an offer within the EEA of Equity Shares which are the subject of the placement contemplated in this Draft Red Herring Prospectus should only do so in circumstances in which no obligation arises for our Company or any of the Underwriters to produce a prospectus for such offer. None of our Company and the Underwriters have authorised, nor do they authorise, the making of any offer of Equity Shares through any financial intermediary, other than the offers made by the Underwriters which constitute the final placement of Equity Shares contemplated in this Draft Red Herring Prospectus.

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FORWARD-LOOKING STATEMENTS

All statements contained in this Draft Red Herring Prospectus that are not statements of historical fact constitute

"forward-looking statements." All statements regarding our expected financial condition and results of

operations, business, plans and prospects are forward-looking statements. These forward-looking statements

include statements with respect to our business strategy, our revenue and profitability, our projects and other

matters discussed in this Draft Red Herring Prospectus regarding matters that are not historical facts. Investors

can generally identify forward-looking statements by terminology such as "aim", "anticipate", "believe",

"expect", "estimate", "intend", "objective", "plan", "project", "shall", "will", "will continue", "will pursue" or

other words or phrases of similar import. All forward looking statements (whether made by us or any third

party) are predictions and are subject to risks, uncertainties and assumptions about us that could cause actual

results to differ materially from those contemplated by the relevant forward-looking statement.

Forward-looking statements reflect our current views with respect to future events and are not a guarantee of

future performance. These statements are based on our management's beliefs and assumptions, which in turn are

based on currently available information. Although we believe the assumptions upon which these

forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and

the forward-looking statements based on these assumptions could be incorrect.

Further, the actual results may differ materially from those suggested by the forward-looking statements due to

risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes

pertaining to the industries in India in which we have our businesses and our ability to respond to them, our

ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure

to market risks, general economic and political conditions in India, which have an impact on our business

activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence

in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial

markets in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our

industry and incidence of any natural calamities and/or acts of violence. Important factors that could cause

actual results to differ materially from our expectations include, but are not limited to, the following:

our ability to capitalize on the expected growth in demand for beneficiated coal and the growth of power generation business in India;

our ability to effectively manage our growth and to successfully implement our business plan and growth strategy;

our ability to realize the synergies between our coal beneficiation and power generation businesses;

our dependence on major customers;

our ability to keep pace with our competition and compete effectively;

availability of water, coal and other raw materials at competitive prices, appropriate transportation and infrastructure for our power projects and coal beneficiation plants;

our ability to enter into off-take arrangements in a timely manner and on terms that are commercially acceptable to us;

our ability to obtain the necessary funds on acceptable terms to fund our businesses;

our ability to obtain and renew the requisite approvals, licenses, registrations and permits to develop and operate our coal beneficiation and power generation businesses;

regulatory changes pertaining to the coal and power industries and our ability to respond to them;

general economic and business conditions in India and elsewhere and particularly the coal and power industry in India;

changes in the political and social conditions in India and other countries; and

other factors beyond our control.

For a further discussion of factors that could cause our actual results to differ, please refer to the sections on

"Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations"

beginning on pages 20 and 493 of this Draft Red Herring Prospectus, respectively.

Only statements and undertakings which are specifically “confirmed” or “undertaken” by Pineridge in this Draft

Red Herring Prospectus shall be deemed to be “statements and undertakings made by Pineridge”. All other

statements and/or undertakings in this Draft Red Herring Prospectus shall be statements and undertakings made

by our Company and/or the Individual Selling Shareholders (as the case may be) even if the same relates to

Pineridge.

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By their nature, certain risk disclosures are only estimates and could be materially different from what actually

occurs in the future. As a result, actual future gains or losses could materially differ from those that have been

estimated. The Company, the Selling Shareholders, the Directors, the Syndicate and their respective affiliates or

associates do not have any obligation to, and do not intend to, update or otherwise revise any statements

reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if

the underlying assumptions do not come to fruition. In accordance with the SEBI requirements, the Company

and the Managers will ensure that investors in India are informed of material developments until such time as

the grant of listing and trading permissions by the Stock Exchanges. Further, in accordance with Regulation 51A

of the ICDR Regulations, the Company may be required to undertake an annual updation of the disclosures

made in this Draft Red Herring Prospectus and make it publicly accessible in the manner specified by SEBI.

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RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Investors should carefully consider each of the

following risk factors and all other information set forth in this Draft Red Herring Prospectus, including the

risks and uncertainties described below, before making an investment in our Equity Shares. The risks and

uncertainties described in this section are not the only risks that we currently face. Additional risks and

uncertainties not presently known to us or that we currently believe to be immaterial may also have an adverse

effect on our business, results of operations and financial condition. If any of the following risks, or other risks

that are not currently known or are now deemed immaterial, actually materialize, our business, results of

operations and financial condition could suffer, the price of the our Equity Shares could decline and investors

may lose all or part of their investment. The financial and other related implications of risks concerned,

wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risk factors

where the effect is not quantifiable and hence has not been disclosed in such risk factors. In making an

investment decision, prospective investors must rely on their own examination of us and the terms of the Issue,

including the merits and risks involved.

Risks Related to our Business and Operations

1. Our Promoter and Director, Mr. Vir Sen Sindhu, and our employee, Mr. Naval Kishore, are currently being investigated by the Central Bureau of Investigation. An adverse outcome of this

investigation could have an adverse effect on our business, prospects, financial condition and results

of operations as well as on the ability of Mr. Vir Sen Sindhu and Mr. Naval Kishore to serve our

Company.

A case was registered by the Central Bureau of Investigation ("CBI") on May 25, 2010 under section 120B of

the Indian Penal Code, 1860, as amended ("IPC") read with sections 7 and 12 of the Prevention of Corruption

Act, 1988, as amended ("PCA") against Mr. M.P. Dixit, who was the Chairman cum Managing Director of

South Eastern Coalfields Limited, and certain other persons allegedly involved in receiving/giving illegal

payment. During the course of the investigation in this case, the CBI questioned one of our Promoters, Mr. Vir

Sen Sindhu, and one of our employees, Mr. Naval Kishore, and conducted searches at the Registered Office and

Corporate Office of our Company for the alleged involvement in the illegal payment to the accused, Mr. M.P.

Dixit, of approximately ` 5.00 million.

The status of the matter is that Mr. Vir Sen Sindhu and Mr. Naval Kishore have been granted anticipatory bail.

Mr. Vir Sen Sindhu obtains the prior permission of the court before travelling abroad. The investigation by the

CBI against Mr. Vir Sen Sindhu and Mr. Naval Kishore is ongoing. Further, with regard to the case registered

by the CBI, the Special Judge, CBI in the order dated November 26, 2012, observed that the charge sheet has

been filed and the accused has not yet been summoned by the court; though the judge has not specified either

who the accused are or against whom the charge sheet has been filed. However, subsequently, in the order dated

May 9, 2013 in relation to granting permission to Mr. Vir Sen Sindhu to travel outside India, the judge observed

that Mr. Vir Sen Sindhu has not been charge-sheeted. For further details, see the section titled "Outstanding

Litigation and Material Developments- Litigation involving our Company" on page 524 of this Draft Red

Herring Prospectus.

These proceedings pertain to alleged offences under the IPC and PCA such as criminal conspiracy and illegal

gratification. In the event, Mr. Vir Sen Sindhu and Mr. Naval Kishore are charged with these offences, they may

face criminal prosecution and if the charges against them are proved, they may face imprisonment as well as

fines based on the nature and gravity of the alleged offence. An adverse outcome of this investigation could

have an adverse effect on our business, prospects, financial condition and results of operations as well as on the

ability of Mr. Vir Sen Sindhu and Mr. Naval Kishore to serve our Company.

2. Our Company has received a notice from the Ministry of Home Affairs, Government of India, in relation to alleged pilferage of coal in the state of Chhattisgarh, and we cannot assure you that no

proceedings will be initiated against us on the basis of the allegations set out in the notice.

On 14 January 2010, our Company received a notice from the Ministry of Home Affairs, Government of India

("MHA") to appear before it in relation to allegations of pilferage of coal in the state of Chhattisgarh, which

were made against our Company in a report dated May 2005 by the Central Empowered Committee ("CEC")

set up by the Supreme Court of India. In the report, CEC alleged that high quality coal was supplied to M/s

Hindalco in the garb of coal rejects by M/s Indian Enterprises and certain other companies, which had sourced a

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part of the coal rejects from our Company. M/s Indian Enterprises is not a related party of our Company. Our

Company attended the hearing at the Office of the Union Home Secretary, Ministry of Home Affairs, on 8

February 2010. Subsequently, on 18 February 2010, our Company made representations in writing in relation to

certain additional information sought by the Home Secretary on the disposal of coal rejects generated from the

washing process by our Company.

As of the date of this Draft Red Herring Prospectus, our Company has not received any further correspondence

from the MHA in this regard. However, we cannot assure you that this issue has been closed by the MHA, nor

can we assure you that there will be no proceedings initiated against us on the basis of these allegations. In the

event that an inquiry or any litigation on the matter commences, our business reputation, prospects, financial

condition and results of operations could be adversely affected.

3. Our Company has, in the past, been investigated upon by the CBI for alleged pilferage of coal. There can be no assurance that such investigations may not take place in the future.

A case under section 120B, 420 and, 406 of Indian Penal Code ("IPC") and under section 13(2) read with

section 13 (1)

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