NEWGEN SOFTWARE TECHNOLOGIES LIMITED€¦ · newgen software technologies limited (“our...
Transcript of NEWGEN SOFTWARE TECHNOLOGIES LIMITED€¦ · newgen software technologies limited (“our...
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NEWGEN SOFTWARE TECHNOLOGIES LIMITED Our Company was incorporated as ‘Newgen Software Technologies Private Limited’ on June 5, 1992, as a private limited company under the Companies Act, 1956 (“Companies Act 1956”), at New Delhi,
with a certificate of incorporation granted by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi (“RoC”). Our Company became a deemed public limited company
in terms of Section 43(A) of the Companies Act 1956 with effect from July 1, 1997. Subsequently, pursuant to a resolution dated June 7, 2000 of our shareholders, our name was changed to ‘Newgen Software
Technologies Limited’ and our Company was converted to a public limited company with effect from June 13, 2000. For details of changes in name and registered office of our Company, see “History and
Certain Corporate Matters” on page 149.
Corporate Identity Number: U72200DL1992PLC049074
Registered and Corporate Office: A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi 110 067, India Tel: +91 11 4077 0100, 2696 3571, 26964733 Fax: +91 11 2685 6936 Contact Person: Aman Mourya, Company Secretary and compliance officer Tel: +91 11 2681 5472
E-mail: [email protected] Website: www.newgensoft.com
OUR PROMOTERS: DIWAKAR NIGAM AND T.S. VARADARAJAN
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY SHARES”) OF NEWGEN SOFTWARE TECHNOLOGIES LIMITED (“OUR COMPANY”
OR “THE COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “OFFER PRICE”)
AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹ 950.00 MILLION AND AN OFFER
FOR SALE OF UP TO 13,453,932 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION BY THE SELLING SHAREHOLDERS (AS DEFINED HEREINAFTER), (“OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND SELLING SHAREHOLDERS, IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND
BOOK RUNNING LEAD MANAGERS (THE “GCBRLMs”) AND BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE
REGIONAL LANGUAGE IN THE PLACE WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE
AVAILABLE TO THE BSE LIMITED (THE “BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”, AND TOGETHER WITH THE BSE, THE “STOCK EXCHANGES”)
FOR THE PURPOSES OF UPLOADING ON THEIR RESPECTIVE WEBSITES.
THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF EQUITY SHARES
In case of a revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after revision of the Price Band subject to the Bid/Offer Period not exceeding a total of
10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by
indicating the change on the websites of the GCBRLMs and the BRLM, and at the terminals of the members of the Syndicate and by intimation to Self-Certified Syndicate Banks (“SCSBs”), the Registered
Brokers, Collecting Registrar and Share Transfer Agents (“CRTAs”) and Collecting Depository Participants (“CDPs”).
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”) the Offer is being made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations,
wherein not more than 50% of the Offer shall be allocated to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that our Company may, in consultation with the GCBRLMs and the
BRLM, allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), 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 made to Anchor Investors (“Anchor Investor Allocation
Price”). Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or above
the Offer Price, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being
received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors (“Non-Institutional Category”) and not less
than 35% of the Offer shall be available for allocation to Retail Individual Investors (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price. All Investors (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process, and shall provide details of their
respective bank account in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”). Anchor Investors are not permitted to participate in the Anchor Investor Portion through the
ASBA process. For details, see “Offer Procedure” on page 367.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ₹ 10 and the Floor Price and Cap Price are [●]
times and [●] times of the face value of the Equity Shares, respectively. The Offer Price (as determined and justified by our Company and the Selling Shareholders in consultation with the GCBRLMs and the
BRLM, in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 99) 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 the Offer 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 the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer
including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the
contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 15.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material
in the context of the Offer, that the information contained in this 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions, misleading in any material respect. Further, each Selling Shareholder accepts responsibility for and confirms that the information relating to itself and the Equity Shares being offered by it in the
Offer for Sale contained in this Red Herring Prospectus are true and correct in all material aspects and are not misleading in any material respect. Each Selling Shareholder, severally and not jointly, does not
assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to the Company or the other Selling Shareholders in this Red Herring
Prospectus.
LISTING
The Equity Shares offered though this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from the BSE and the NSE for the listing of the Equity
Shares pursuant to letters dated October 18, 2017 and October 17, 2017, respectively. For the purposes of this Offer, BSE is the Designated Stock Exchange. A signed copy of this Red Herring Prospectus and
the Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act 2013. For details of the material contracts and documents available for inspection from the
date of this Red Herring Prospectus up to the Bid/Offer Closing Date. See “Material Contracts and Documents for Inspection” on page 422.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
ICICI Securities Limited
ICICI Center, H.T. Parekh Marg
Churchgate, Mumbai 400 020
Maharashtra, India
Tel: +91 22 2288 2460
Fax: +91 22 2282 6580
E-mail: [email protected]
Website: www.icicisecurities.com
Investor Grievance E-mail:
Contact Person: Shekher Asnani/ Vishal
Kanjani
SEBI Registration No.: INM000011179
Jefferies India Private Limited 42/43, 2 North Avenue, Maker Maxity
Bandra Kurla Complex, Bandra (East), Mumbai
400 051
Maharashtra, India
Tel: +91 22 4356 6000
Fax: +91 22 6765 5595
E-mail: [email protected]
Website: www.jefferies.com
Investor Grievance E-mail:
Contact Person: Amit Agarwal
SEBI Registration No.: INM000011443
IDFC Bank Limited
Naman Chambers
C 32, G Block, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Maharashtra, India
Tel : +91 22 7132 5500
Fax : +91 22 6622 2501
Email: [email protected]
Website: www.idfcbank.com
Investor Grievance E-mail:
Contact Person: Gaurav Goyal/ Harsh Thakkar
SEBI Registration No.: MB/INM000012250
Karvy Computershare Private Limited
Karvy Selenium Tower B
Plot 31 and 32, Gachibowli
Financial District, Nanakramguda
Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Email: [email protected]
Investor Grievance e-mail: newgen.ipo
@karvy.com
Website: www.karisma.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No. INR000000221
BID/OFFER PERIOD
BID/OFFER OPENS ON* January 16, 2018 BID/OFFER CLOSES ON January 18, 2018 * Our Company, in consultation with the GCBRLMs and the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be
one Working Day prior to the Bid/Offer Opening Date.
RED HERRING PROSPECTUS
Dated January 5, 2018
Please read Section 32 of the Companies Act 2013
100% Book Building Offer
http://www.newgensoft.com/
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TABLE OF CONTENTS
SECTION I - GENERAL ..................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................ 11 FORWARD-LOOKING STATEMENTS ................................................................................................... 14
SECTION II - RISK FACTORS ....................................................................................................................... 15
SECTION III – INTRODUCTION ................................................................................................................... 41
SUMMARY OF INDUSTRY ........................................................................................................................ 41 SUMMARY OF BUSINESS ......................................................................................................................... 45 SUMMARY FINANCIAL INFORMATION .............................................................................................. 55 THE OFFER .................................................................................................................................................. 63 GENERAL INFORMATION ....................................................................................................................... 65 CAPITAL STRUCTURE .............................................................................................................................. 74 OBJECTS OF THE OFFER ......................................................................................................................... 92 BASIS FOR OFFER PRICE ........................................................................................................................ 99 STATEMENT OF TAX BENEFITS .......................................................................................................... 102
SECTION IV: ABOUT THE COMPANY ..................................................................................................... 106
INDUSTRY OVERVIEW ........................................................................................................................... 106 OUR BUSINESS .......................................................................................................................................... 124 KEY REGULATIONS AND POLICIES IN INDIA................................................................................. 145 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 149 OUR MANAGEMENT ............................................................................................................................... 157 OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES ......................................... 171 DIVIDEND POLICY ................................................................................................................................... 175
SECTION V – FINANCIAL INFORMATION ............................................................................................. 176
FINANCIAL STATEMENTS..................................................................................................................... 176 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS .......... 303 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................... 308 FINANCIAL INDEBTEDNESS ................................................................................................................. 332
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 334
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS .............................. 334 GOVERNMENT AND OTHER APPROVALS ........................................................................................ 338 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 343
SECTION VII – OFFER RELATED INFORMATION ............................................................................... 361
OFFER STRUCTURE ................................................................................................................................ 361 TERMS OF THE OFFER ........................................................................................................................... 364 OFFER PROCEDURE................................................................................................................................ 367
SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .......................................... 412
PART A OF THE ARTICLES OF ASSOCIATION ................................................................................ 412 PART B OF THE ARTICLES OF ASSOCIATION ................................................................................ 421
SECTION IX – OTHER INFORMATION .................................................................................................... 422
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 422 DECLARATION ......................................................................................................................................... 424
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SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in
this Red Herring Prospectus, and references to any statute or regulations or policies will include any amendments
or re-enactments thereto, from time to time. In case of any inconsistency between the definitions given below and
the definitions contained in the General Information Document (as defined below), the definitions given below
shall prevail.
Unless the context otherwise indicates, all references to “the Company”, “our Company” are references to
Newgen Software Technologies Limited, a company incorporated in India under the Companies Act 1956 with its
Registered Office at A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi 110 067, India, and references
to“we”, “us” and “our” are references to our Company, together with its Subsidiaries (as defined below).
Company Related Terms
Term Description
AoA/Articles of Association
or Articles
The articles of association of our Company, as amended
Ascent Capital Unit Trust of India Investment Advisory Services Limited a/c Ascent India Fund III
Audit Committee The audit committee of our Board constituted in accordance with Regulation 18 of the SEBI
Listing Regulations and Section 177 of the Companies Act 2013. For details, see “Our
Management” on page 157
Auditors/ Statutory Auditors The statutory auditor of our Company, being B S R & Associates LLP, Chartered
Accountants
Board/ Board of Directors The board of directors of our Company, or a duly constituted committee thereof
CCPS Compulsorily convertible preference shares of our Company having a face value of ₹ 10 each
Director(s) The director(s) on our Board
DVRs Equity shares of our Company with differential voting rights having a face value of ₹ 10 each.
Pursuant to the resolutions dated June 14, 2017 and July 28, 2017, our Board and the
shareholders of our Company, respectively, noted the expiry of the differential rights
attached to the DVRs and took on record that the DVRs were now treated at par with the
Equity Shares, pursuant to conversion of the CCPS held by Ascent Capital and IDGVI, on
March 27, 2017
Equity Shares The equity shares of our Company having a face value of ₹10 each
Group Companies The group companies of our Company, as covered under the applicable accounting
standards and other companies as considered material by our Board in terms of the
Materiality Policy and described in “Our Promoters, Promoter Group and Group
Companies” on page 171
IDGVI IDG Ventures India Fund II LLC
Independent Valuer Aggarwal and Associates, a category-I independent valuer, registered with the Government
of India, under the applicable provisions of the Wealth Tax Act, 1957
Indian Angel Network Indian Angel Network Services Private Limited
IPO Committee The IPO committee of our Board constituted to facilitate the process of the Offer, comprising
Diwakar Nigam, T.S. Varadarajan and Priyadarshini Nigam
KMP/ Key Managerial
Personnel
Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR
Regulations and Section 2(51) of the Companies Act 2013 and as described in “Our
Management” on page 157
Market Price Assessment
Report
Market Price Assessment Report for an IT/ITeS Development located on Noida-Greater Noida
Expressway, Uttar Pradesh, India, prepared in September 2017, by the Independent Valuer
Materiality Policy The policy adopted by our Board on September 18, 2017 for identification of Group
Companies, material outstanding litigation and material dues outstanding to creditors in
respect of our Company, pursuant to the disclosure requirements under the SEBI ICDR
Regulations
MoA/Memorandum
of Association
The memorandum of association of our Company, as amended
NCTL Newgen Computers Technologies Limited. For details, see “History and Certain Corporate
Matters” on page 149
Newgen Canada Newgen Software Technologies Canada Ltd. For details, see “History and Certain Corporate
Matters” on page 149
Newgen ESOP 1999 Newgen Employee Stock Option Plan 1999. For details, see “Capital Structure” on page
74
Newgen ESOP 2000 Newgen Employee Stock Option Plan 2000. For details, see “Capital Structure” on page
74
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Term Description
Newgen ESOP 2014 Newgen Employee Stock Option Plan 2014. For details, see “Capital Structure” on page
74
Newgen SHA Shareholders’ agreement dated October 31, 2013 by and among our Company, the Promoters,
Ascent Capital, IDGVI and SAP V and other parties as amended, including by the Newgen
SHA Amendment and detailed in “History and Certain Corporate Matters” on page 149
Newgen SHA Amendment Amendment agreement dated July 7, 2017 to the Newgen SHA, entered into among our
Company, our Promoters, Priyadarshini Nigam and Usha Varadarajan, Ascent Capital, IDGVI
and SAP V
Newgen Singapore Newgen Software Technologies Pte. Ltd. For details, see “History and Certain Corporate
Matters” on page 149
Newgen SPA Share purchase agreement dated October 31, 2013 by and among our Company, HAV 2
(Mauritius) Limited, Ascent Capital and IDGVI and our Promoters. For details, see “History
and Certain Corporate Matters” on page 149
Newgen SPSA Share purchase cum share subscription agreement dated October 31, 2013 by and among our
Company, our Promoters, Priyadarshini Nigam, Usha Varadarajan, Ascent Capital and IDGVI
Newgen UK Newgen Software Technologies (UK) Ltd. For details, see “History and Certain Corporate
Matters” on page 149
Newgen USA Newgen Software Inc., USA. For details, see “History and Certain Corporate Matters” on
page 149
Nomination and
Remuneration Committee
The nomination and remuneration committee of our Board constituted in accordance with
Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies Act 2013.
For details, see “Our Management” on page 157
Ovum/ Informa Informa Telecoms and Media Limited
Ovum Report A report titled Business Software Industry Report: Digitalization, IT modernization and
automation are driving market growth dated August 7, 2017, prepared by Ovum
Pandara SPA Share purchase agreement dated March 27, 2014 by and among IDGVI, Pandara Trust and
our Company. For details, see “History and Certain Corporate Matters” on page 149
Pandara Trust Vistra ITCL (India) Limited (formerly known as IL&FS Trust Company Limited) on behalf
of Pandara Trust Scheme 1, a scheme of Pandara Trust (managed by Nishaavritra
Investment Manager LLP)
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation
2(1)(zb) of the SEBI ICDR Regulations and as disclosed in “Our Promoters, Promoter Group
and Group Companies” on page 171
Promoters The promoters of our Company, namely Diwakar Nigam and T.S. Varadarajan
Registered and Corporate
Office
The registered office and corporate office of our Company, situated at A-6, Satsang Vihar
Marg, Qutab Institutional Area, New Delhi 110 067, India
Restated Consolidated
Financial Statements
The restated audited consolidated financial statements of our Company comprising the restated
consolidated summary statements of assets and liabilities as at September 30, 2017 and as at
March 31, 2017, 2016, 2015, 2014 and 2013 and the restated consolidated summary statements
of profit and loss and cash flows for the six months ended September 30, 2017 and for the
years ended March 31, 2017, 2016, 2015, 2014 and 2013 prepared in accordance with
generally accepted accounting principles in India and the Companies Act and restated in
accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2016) issued by the Institute of Chartered Accountants of India,
together with the schedules, notes and annexures thereto
Restated Financial
Information
Together, the Restated Consolidated Financial Statements and the Restated Standalone
Financial Statements
Restated Standalone
Financial Statements
The restated audited standalone financial statements of our Company comprising the restated
standalone summary statements of assets and liabilities as at September 30, 2017 and as at
March 31, 2017, 2016, 2015, 2014 and 2013 and the restated standalone summary statements
of profit and loss and cash flows for the six months ended September 30, 2017 and for the
years ended March 31, 2017, 2016, 2015, 2014 and 2013 prepared in accordance with
generally accepted accounting principles in India and the Companies Act and restated in
accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2016) issued by the Institute of Chartered Accountants of India,
together with the schedules, notes and annexures thereto
SAP V SAP V (Mauritius)
SAP SSHA Share subscription cum shareholders’ agreement dated July 7, 2008 by and among our
Company, our Promoters, HAV 2 (Mauritius) Limited, SAP AG, Germany and certain other
shareholders of our Company and the deed of adherence dated October 4, 2011 executed by
SAP V with the parties to the SAP SSHA
Selling Shareholders Collectively, IDGVI, Ascent Capital, Pandara Trust and SAP V
SEZ Unit Our office situated at Oxygen Business Parks Private Limited, plot no. 7, sector 144, Noida,
Uttar Pradesh, India
SIEPL Sundeep Import Export Private Limited
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Term Description
Stakeholders’ Relationship
Committee
The stakeholders’ relationship committee of our Board constituted in accordance with
Regulation 20 of the SEBI Listing Regulations. For details, see “History and Certain
Corporate Matters” on page 149
Subsidiaries The subsidiaries of our Company as disclosed in “History and Certain Corporate Matters –
Subsidiaries of our Company” on page 155
Offer Related Terms
Term Description
Acknowledgment Slip The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of registration
of the Bid cum Application Form
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is to
be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock
Exchange
Allotted/Allotment/Allot Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
transfer of the Equity Shares offered by the Selling Shareholders pursuant to the Offer for Sale to the
successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Escrow Account Account opened with Anchor Escrow Bank for the Offer and in whose favour the Anchor Investors
will transfer money through direct credit or NEFT or RTGS in respect of the Bid Amount when
submitting a Bid
Anchor Investor A QIB, who applies under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations
Anchor Investor
Allocation Price
The price at which allocation is done to the Anchor Investors in terms of this Red Herring
Prospectus and the Prospectus. The Anchor Investor Allocation Price shall be determined by our
Company, in consultation with the GCBRLMs and the BRLM
Anchor Investor
Bidding Date
The date one Working Day prior to the Bid/Offer Opening Date on which Bids by Anchor
Investors shall be submitted and allocation to the Anchor Investors shall be completed
Anchor Investor Offer
Price
The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus, which will be a price equal to or higher than the Offer
Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our
Company in consultation with the GCBRLMs and the BRLM
Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company and Selling
Shareholders in consultation with the GCBRLMs and the BRLM, to Anchor Investors, on a
discretionary basis, in accordance with SEBI ICDR Regulations. One-third of the Anchor Investor
Portion is reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation price
Application Supported
by Blocked Amount/
ASBA
The application (whether physical or electronic) by a Bidder (other than Anchor Investors) to make
a Bid authorizing the relevant SCSB to block the Bid Amount in the relevant ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the Bid cum Application Form which
will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by
a Bidder (other than a Bid by an Anchor Investor)
ASBA Form An application form, whether physical or electronic, used by Bidders bidding through the ASBA
process, which will be considered as the application for Allotment in terms of this Red Herring
Prospectus and the Prospectus
Banker(s) to the Offer
/Anchor Escrow
Bank(s)
The bank(s) which is/are clearing members and are registered with the SEBI as an escrow bank,
with whom the Anchor Escrow Accounts in relation to the Offer for Bids by Anchor Investors will
be opened, in this case being ICICI Bank Limited
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,
described in “Offer Procedure” on page 367
Bid An indication to make an offer during the Bid/Offer Period by a Bidder (other than an Anchor
Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to submission of
a Bid cum Application Form, to subscribe for or purchase our Equity Shares at a price within the
Price Band, including all revisions and modifications thereto, to the extent permissible under the
SEBI ICDR Regulations, in terms of this Red Herring Prospectus and the Bid cum Application Form
Bid Amount The highest value of the optional Bids as indicated in the Bid cum Application Form and payable
by the Bidder or as blocked in the ASBA Account of the Bidder, as the case may be, upon
submission of the Bid in the Offer
Bid cum Application
Form
The form in terms of which the Bidder shall make a Bid and which shall be considered as the
application for the Allotment pursuant to the terms of this Red Herring Prospectus and the Prospectus,
including ASBA Form
Bid Lot [●] Equity Shares
Bid/Offer Closing Date Except in relation to Anchor Investors, the date after which the Designated Intermediaries shall not
accept any Bids for the Offer, which shall be published in all editions of Financial Express (a widely
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Term Description
circulated English national daily newspaper) and all editions of Jansatta (a widely circulated Hindi
national daily newspaper, Hindi also being the regional language in the place where our Registered
is located) and in case of any revisions, the extended Bid/Offer Closing Date shall also be notified
on the websites and terminals of the Syndicate Members, as required under the SEBI ICDR
Regulations, being January 18, 2018
Bid/Offer Opening Date Except in relation to Anchor Investors, the date on which the Designated Intermediaries shall start
accepting Bids for the Offer, which shall be published in all editions of Financial Express (a widely
circulated English national daily newspaper) and all editions of Jansatta (a widely circulated Hindi
national daily newspaper, Hindi also being the regional language in the place where our Registered
Office is located) and in case of any revisions, the extended Bid/Offer Opening Date shall also be
notified on the websites and terminals of the Syndicate Members, as required under the SEBI ICDR
Regulations, being January 16, 2018
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the
Bid/Offer Closing Date, inclusive of both days during which prospective Bidders (excluding Anchor
Investors) can submit their Bids, including any revisions thereof in accordance with the SEBI ICDR
Regulations and the terms of this Red Herring Prospectus
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, and includes an Anchor
Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, being
the Designated SCSB Branch for SCSBs, Specified Locations for the Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for
CDPs
Book Building Process The book building process as described in Schedule XI of the SEBI ICDR Regulations, in terms of
which the Offer is being made
Book Running Lead
Manager/BRLM
IDFC
Broker Centres Broker centres of the Registered Brokers, where Bidders (other than Anchor Investors) can submit
the Bid cum Application Forms. The details of such Broker Centres, along with the names and
contact details of the Registered Brokers are available on the respective websites of the Stock
Exchanges
CAN / Confirmation of
Allocation Note
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
allocated the Equity Shares, after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band above which the Offer Price and Anchor Investor Offer Price will
not be finalised and above which no Bids will be accepted, including any revisions thereof
Cash Escrow
Agreement
Agreement dated January 5, 2018 entered into among our Company, the Selling Shareholders, the
Registrar to the Offer, the GCBRLMs and the BRLM, the Anchor Escrow Bank and Refund Bank
for collection of the Bid Amounts and where applicable remitting refunds, if any, to the Anchor
Investors, on the terms and conditions thereof
Client ID Client identification number of the Bidder’s beneficiary account
Collecting Depository
Participants/CDPs
A depository participant, as defined under the Depositories Act, 1996 and registered under Section
12 (1A) of the SEBI Act and who is eligible to procure Bids at the Designated CDP Locations in
terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Collecting Registrar and
Share Transfer Agents
or CRTAs
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI
Cut-off Price The Offer Price, finalised by our Company and the Selling Shareholders, in consultation with the
GCBRLMs and the BRLM, which shall be any price within the Price Band. Only Retail Individual
Investors are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Investors are not entitled to Bid at the Cut-off Price
Demographic Details The details of the Bidders including the Bidders’ address, names of the Bidders’ father/husband,
investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Form used by Bidders
(other than Anchor Investors), a list of which is available at the website of the SEBI
(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries) and updated from
time to time
Designated CDP
Locations
Such centres of the Collecting Depository Participants where Bidders (except Anchor Investors) can
submit the Bid cum Application Forms. The details of such Designated CDP Locations, along with
the names and contact details of the CDPs are available on the respective websites of the Stock
Exchanges and updated from time to time
Designated Date The date on which the funds from the Anchor Escrow Accounts are transferred to the Public Offer
Account or the Refund Account(s), as appropriate, and the amounts blocked by the SCSBs are
transferred from the ASBA Accounts, to the Public Offer Account or Refund Account, as
applicable, in terms of this Red Herring Prospectus, following which the Board of Directors may
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Term Description
Allot Equity Shares to successful Bidders in the Offer and the Selling Shareholders give delivery
instructions for the transfer of their respective portions of the Equity Shares under the Offer for Sale
Designated
Intermediaries
Collectively, the members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers,
CDPs and CRTAs, who are authorised to collect Bid cum Application Forms from the Bidders
(other than Anchor Investors), in relation to the Offer
Designated RTA
Locations
Such centres of the CRTAs where Bidders (except Anchor Investors) can submit the Bid cum
Application Forms. The details of such Designated RTA Locations, along with the names and contact
details of the CRTAs are available on the respective websites of the Stock Exchanges
(www.nseindia.com and www.bseindia.com) and updated from time to time
Designated Stock
Exchange
BSE
Draft Red Herring
Prospectus/DRHP
The draft red herring prospectus dated September 27, 2017 issued in accordance with the SEBI ICDR
Regulations, which did not contain complete particulars of the price at which our Equity Shares will
be Allotted and the size of the Offer, including any addenda or corrigenda thereto
Eligible NRI A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom this Red Herring Prospectus constitutes
an invitation to subscribe for the Equity Shares
First/Sole Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and
in case of joint Bidders, whose name appears as the first holder of the beneficiary account held in
joint names
Floor Price The lower end of the Price Band, and any revisions thereof, at or above which the Offer Price and
the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted and
which shall not be less than the face value of the Equity Shares
Fresh Issue Fresh issue of [●] Equity Shares aggregating up to ₹ 950.00 million to be issued by our Company
as part of the Offer, in terms of this Red Herring Prospectus and Prospectus
General Information
Document
The General Information Document for investing in public issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI
and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10,
2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by SEBI and
included in “Offer Procedure” on page 367
Global Co-ordinators
and Book Running Lead
Managers/ GCBRLMs
I-Sec and Jefferies
I-Sec ICICI Securities Limited
IDFC IDFC Bank Limited
Jefferies Jefferies India Private Limited
Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is computed by
dividing the total number of Equity Shares available for Allotment to RIIs by the minimum Bid
Lot
Minimum Promoters’
Contribution
Aggregate of 20% of fully diluted post-Offer Equity Share capital of our Company held by our
Promoters, provided towards, minimum promoters’ contribution and locked-in for a period of
three years from the date of Allotment, pursuant to Regulation 36(a) of SEBI ICDR Regulations
Mutual Fund Portion 5% of the QIB Category (excluding the Anchor Investor Portion) or [●] Equity Shares which shall
be available for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being
received at or above the Offer Price
Net Proceeds Proceeds of the Offer that will be available to our Company, i.e., gross proceeds of the Fresh Issue,
less Offer Expenses to the extent applicable to the Fresh Issue
Non-Institutional
Category
The portion of the Offer, being not less than 15% of the Offer or [●] Equity Shares, available for
allocation on a proportionate basis to Non-Institutional Investors subject to valid Bids being received
at or above the Offer Price
Non-Institutional
Investors/NIIs
All Bidders, including Category III FPIs that are not QIBs (including Anchor Investors) or Retail
Individual Investors , who have Bid for Equity Shares for an amount of more than ₹ 200,000 (but not
including NRIs other than Eligible NRIs)
Offer Public issue of up to [●] Equity Shares of face value ₹ 10 each for cash at a price of ₹ [●] each
comprising the Fresh Issue and the Offer for Sale
Offer Agreement The agreement dated September 27, 2017 entered into among our Company, the Selling Shareholders
and the GCBRLMs and the BRLM, pursuant to which certain arrangements are agreed to in relation
to the Offer
Offer for Sale Offer of up to 13,453,932 Equity Shares to be offered for sale/transfer by the Selling Shareholders
pursuant to the Offer in terms of this Red Herring Prospectus and the Prospectus
Offer Price The final price at which Equity Shares will be Allotted to the successful Bidders (except Anchor
Investors), as determined in accordance with the Book Building Process and determined by our
Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM in terms
of this Red Herring Prospectus on the Pricing Date.
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Term Description
Price Band Price band of the Floor Price of ₹ [●] and a Cap Price of ₹ [●], inclusive of both, including any
revisions thereof. The Price Band and the minimum Bid Lot size for the Offer will be decided by our
Company and the Selling Shareholders in consultation with the GCBRLMs and the BRLM, and
advertised in all editions of Financial Express, a widely circulated English national daily newspaper
and all editions of Jansatta (a widely circulated Hindi national daily newspaper, Hindi also being the
regional language in the place where our Registered Office is located) at least five Working Days
prior to the Bid/Offer Opening Date
Pricing Date The date on which our Company and the Selling Shareholders in consultation with the GCBRLMs
and the BRLM, shall finalize the Offer Price
Prospectus The Prospectus to be filed with the RoC for this Offer on or after the Pricing Date in accordance with
the provisions of Sections 26 and 32 of the Companies Act 2013 and the SEBI ICDR Regulations,
containing the Offer Price, the size of the Offer and certain other information, including any addenda
or corrigenda thereto
Public Offer Account The account(s) to be opened with the Banker(s) to the Offer under Section 40(3) of the Companies
Act 2013 to receive monies from the Anchor Escrow Account(s) and the ASBA Accounts on the
Designated Date
QIB Category The portion of the Offer, being not more than 50% of the Offer or [●] Equity Shares to be allocated
to QIBs on a proportionate basis, including the Anchor Investor Portion (in which allocation shall be
on a discretionary basis, as determined by our Company in consultation with the GCBRLMs and the
BRLM), subject to valid Bids being received at or above the Offer Price
Qualified Institutional
Buyers or QIBs
A qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations
Red Herring Prospectus
or RHP
This red herring prospectus dated January 5, 2018 issued in accordance with Section 32 of the
Companies Act 2013 and the SEBI ICDR Regulations, which does not have complete particulars
of the price at which the Equity Shares shall be Allotted, to be filed with the RoC at least three
Working Days before the Bid/Offer Opening Date and will become the Prospectus after filing with
the RoC after the Pricing Date, including any addenda or corrigenda thereto
Refund Account(s) Account(s) opened with the Refund Bank from which refunds, if any, of the whole or part of the Bid
Amount shall be made to Anchor Investors
Refund Bank(s) The Bankers to the Offer with whom the Refund Account(s) will be opened, in this case being
ICICI Bank Limited
Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other than the
members of the Syndicate and eligible to procure Bids in terms of circular number CIR/CFD/14/2012
dated October 14, 2012, issued by SEBI
Registrar Agreement The agreement dated September 21, 2017, entered into among our Company and the Registrar to the
Offer in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the
Offer
Registrar to the Offer Karvy Computershare Private Limited
Retail Category The portion of the Offer, being not less than 35% of the Offer or [●] Equity Shares, available for
allocation to Retail Individual Investors, which shall not be less than the minimum Bid lot, subject
to availability in the Retail Category
Retail Individual
Investors/ RIIs
Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity Shares in the Offer is
not more than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying through
their karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any of
their Bid cum Application Forms or any previous Revision Form(s), as applicable. QIBs bidding in
the QIB category and Non-Institutional Investors bidding in the Non-Institutional category are not
permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity
Shares or the Bid Amount) at any stage
Self-Certified Syndicate
Banks or SCSBs
The banks registered with the SEBI which offer the facility of ASBA and the list of which is available
on the website of the SEBI (http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries) and updated from time to time and at such other websites as may be prescribed by
SEBI from time to time
Share Escrow
Agreement
Agreement dated January 5, 2018 entered into among the Selling Shareholders, our Company and
a share escrow agent in connection with the transfer of the respective portion of Equity Shares
being offered by each Selling Shareholder in the Offer for Sale portion of the Offer and credit of
such Equity Shares to the demat account of the Allottees
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms, a list of which is
included in the Bid cum Application Form
Stock Exchanges BSE and NSE
Syndicate Agreement The agreement dated January 5, 2018 entered into among the members of the Syndicate, our
Company, the Selling Shareholders and the Registrar to the Offer in relation to the collection of Bid
cum Application Forms by the Syndicate
Syndicate Members Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this
case being IDFC Securities Limited and Sharekhan Limited
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Term Description
Syndicate or members
of the Syndicate
Collectively, the GCBRLMs, the BRLM and the Syndicate Members
Systemically Important
Non-Banking Financial
Companies
A non-banking financial company registered with the Reserve Bank of India and having a net-worth
of more than ₹ 5,000 million as per its last audited financial statements
Underwriters [●]
Underwriting
Agreement
The agreement among our Company, the Selling Shareholders and the Underwriters, to be entered
into on or after the Pricing Date
Working Day(s) Any day, other than the second and fourth Saturdays of each calendar month, Sundays and public
holidays, on which commercial banks in India are open for business, provided however, for the
purpose of the time period between the Bid/Offer Opening Date and listing of the Equity Shares
on the Stock Exchanges, “Working Days” shall mean all trading days excluding Sundays and bank
holidays in India in accordance with the SEBI circular no SEBI/HO/CFD/DIL/CIR/P/2016/26
dated January 21, 2016
Conventional and General Terms and Abbreviations
Term Description
AGM Annual general meeting
AIF(s) Alternative Investment Funds
AS 18 Accounting Standard 18 issued by the Institute of Chartered Accountants of India
Banking Regulation Act Banking Regulation Act, 1949
Bn/bn Billion
BSE BSE Limited
CAD Canadian Dollar, the official currency of Canada
CAGR Compounded Annual Growth Rate
Category I FPIs FPIs registered as category I FPIs under the SEBI FPI Regulations
Category II FPIs FPIs registered as category II FPIs under the SEBI FPI Regulations
Category III FPIs FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall include all other
FPIs not eligible under category I and II foreign portfolio investors, such as endowments, charitable
societies, charitable trusts, foundations, corporate bodies, trusts, individuals and family offices
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
CIO Chief Information Officer
Companies Act Companies Act 1956 (without reference to the provisions thereof that have ceased to have effect
upon notification of the Notified Sections) and the Companies Act 2013, read with the rules,
regulations, clarifications and modifications thereunder
Companies Act 1956 Companies Act 1956 (without reference to the provisions thereof that have ceased to have effect
upon notification of the Notified Sections)
Companies Act 2013 Companies Act 2013, to the extent in force pursuant to the notification of the Notified Sections,
read with the rules, regulations, clarifications and modifications thereunder
Consolidated FDI Policy The extant consolidated FDI Policy, issued by the DIPP, and any modifications thereto or
substitutions thereof, issued from time to time (currently, the Consolidated FDI Policy effective
from August 28, 2017)
Copyright Act Copyright Act, 1957
CSR Corporate social responsibility
CSR Policy Corporate social responsibility policy as specified in Schedule VII of Companies Act, 2013
Depositories Act The Depositories Act, 1996
Depository A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996
DGFT Director General of Foreign Trade
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India
DoIT Department of Information Technology, Ministry of Electronics and Information Technology,
Government of India
DP ID Depository Participant’s identity number
EBITDA Earnings before interest, tax, depreciation and amortization
EBITDA Adjusted for
Other Income
Earnings less other income before interest, taxes, depreciation and amortisation
EBITDA Adjusted for
Other Income Margin
EBITDA Adjusted for Other Income divided by Revenue from Operations
EGM Extraordinary general meeting
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
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8
Term Description
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
Euro/ EUR Euro, the official single currency of the participating member states of the European Economic
and Monetary Union of the Treaty establishing the European Community
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Export
Regulations
Foreign Exchange Management (Export of Goods and Services) Regulations, 2000
Financial year/fiscal/
fiscal year
The period of 12 months commencing on April 1 of the immediately preceding calendar year
and ending on March 31 of that particular calendar year
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations
FTDRA Foreign Trade (Development and Regulation) Act, 1992
FTP 2020 Foreign Trade Policy, 2015-2020
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India
(Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI
GAAR General Anti-Avoidance Rules
GBP Great British Pound, the official currency of the United Kingdom
GDP Gross Domestic Product
GST Goods and services tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IEC Importer-exporter code
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
IMF International Monetary Fund
Income Tax Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards referred to in the Companies Act 2013 and Companies (Indian
Accounting Standard) Rules, 2015, as amended
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015
Indian GAAP Generally Accepted Accounting Principles in India
INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India
IPO Initial Public Offer
IRDA Investment
Regulations
Insurance Regulatory and Development Authority (Investment) Regulations, 2000
IT Information Technology
IT Act Information Technology Act, 2000
IT Intermediary Rules Information Technology (Intermediaries Guidelines) Rules, 2011
IT Security Rules Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal
Data or Information) Rules, 2011
MAT Minimum alternate tax
MCA The Ministry of Corporate Affairs, Government of India
MEIT Ministry of Electronics and Information Technology, Government of India
MICR Magnetic Ink Character Recognition
Mn Million
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
NACH National Automated Clearing House
NAV Net Asset Value
Notified Sections The sections of the Companies Act 2013 that have been notified by the MCA and are currently in
effect
NR/ Non-resident A person resident outside India, as defined under the FEMA and includes an NRI
NRE accounts Non-Resident External accounts
NRI Non-Resident Indian
NRO accounts Non-Resident Ordinary accounts
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
ODI Overseas Direct Investment
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after tax
PAT Margin PAT divided by total revenue
Patents Act The Patents Act, 1970
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Term Description
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RoC or Registrar of
Companies
The Registrar of Companies, National Capital Territory of Delhi and Haryana located at 4th Floor,
IFCI Tower, 61, Nehru Place, New Delhi 110 019, India
RoNW Return on Net Worth
SCRA Securities Contract (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
SEBI Insider Trading
Regulations
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
SEZ Special Economic Zones
SEZ Act The Special Economic Zones Act, 2005
SEZ Rules Special Economic Zones Rules, 2006
SGD Singapore Dollars, the official currency of Singapore
SIPCOT State Industries Promotion Corporation of Tamil Nadu
STT Securities Transaction Tax
Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Trademarks Act Trademarks Act, 1999
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act United States Securities Act of 1933
U.S./ US/ USA/ United
States
United States of America, its territories and possessions, any state of the United States of America
and the District of Columbia
US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange
Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations, as the case
may be
Industry Related Terms
Term Description
AMC Annual Maintenance Contract
aPaaS Application Platform as a Service
APIs Application programming interfaces
ATS Annual Technical Support
BAM Business Activity Monitoring
BFSI Banking, Financial services and Insurance
BI Business Intelligence
BPM Business Process Management
BRMS Business Rule Management System
CCM Customer Communication Management
CEP Complex Event Processing
CRM Customer relationship managemnet
CRO Customer relationship officers
DAM Digital Asset Management
dbPaaS Database Platform as a Service
ECM Enterprise Content Management
EFSS Enterprise File Sync and Share
ERP Enterprise resource planning
FinTech Financial technology
ICT Information Communication Technology
ITES Information technology enabled services
NEMF Newgen Enterprise Mobility Framework
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Term Description
OmniFlow iBPS OmniFlow Intelligent Business Process Suite
PaaS Platform as a Software
PUPM Per user per month
RBI STP Circular RBI/2013-14/254 A.P. (DIR Series) circular no.43 dated September 13, 2013 issued by the RBI
RPA Robotic Process Automation
SaaS Software as a Service
SOFTEX Form Software export declaration form
STP Scheme Software Technology Parks Scheme
WCM Web Content Management
WfMC Workflow Management Coalition
The words and expressions used but not defined in this Red Herring Prospectus will have the same meaning as
assigned to such terms under the Companies Act 1956, as superseded and substituted by notified provisions of the
Companies Act 2013 (together the “Companies Act”), the Securities and Exchange Board of India Act, 1992
(“SEBI Act”), the SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made
thereunder.
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Financial Information”,
“Outstanding Litigation and Material Developments” and “Part B” of “Offer Procedure”, will have the meaning
ascribed to such terms in these respective sections.
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CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Red Herring Prospectus to: (i) “India” are to the Republic of India; (ii) “Canada” are to the
Dominion of Canada; (iii) “Singapore” are to the “Republic of Singapore”; (iv) “USA”, “U.S.”, “United
States”and “US” are to the United States of America; and (v) “UK”, “U.K.”, “Great Britain” and “United
Kingdom” are to the United Kingdom of Great Britain and Northern Ireland.
Financial Data
Unless indicated otherwise, the financial information in this Red Herring Prospectus is derived from our restated
audited consolidated financial statements comprising the restated consolidated summary statements of assets and
liabilities as at September 30, 2017 and March 31, 2017, 2016, 2015, 2014 and 2013 and the restated consolidated
summary statements of profits and loss and cash flows for the six months ended September 30, 2017 and for the
fiscals ended March 31, 2017, 2016, 2015, 2014 and 2013 (the “Restated Consolidated Financial Statements”)
and the restated audited standalone financial statements comprising the restated standalone summary statements
of assets and liabilities as at September 30, 2017 and March 31, 2017, 2016, 2015, 2014 and 2013 and the restated
standalone summary statements of profits and loss and cash flows for the six months ended September 30, 2017
and for the fiscals ended March 31, 2017, 2016, 2015, 2014 and 2013 (the “Restated Standalone Financial
Statements”, and together with the Restated Consolidated Financial Statements, the “Restated Financial
Information”) and the respective notes, schedules and annexures thereto, prepared in accordance with the
generally accepted accounting principles in India (the “Indian GAAP”) and the relevant provisions of Companies
Act and the rules framed thereunder in force, at the time of adoption of financial statements, and restated in
accordance with the SEBI ICDR Regulations and the ‘Guidance Note on Reports in Company Prospectuses
(Revised 2016)’ issued by the Institute of Chartered Accountants of India (“ICAI”) and included elsewhere in
this Red Herring Prospectus.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year, so all references to a particular financial year are to the 12 month period
commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular
calendar year.
There are significant differences between the Indian GAAP, the International Financial Reporting Standards (the
“IFRS”) and the Generally Accepted Accounting Principles in the United States of America (the “U.S. GAAP”).
Accordingly, the degree to which the financial information included in this 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, the Indian GAAP, the Companies Act and
the SEBI ICDR Regulations on the financial disclosures presented in this Red Herring Prospectus should
accordingly be limited. We have not attempted to quantify the impact of the IFRS or the U.S. GAAP on the
financial data included in this Red Herring Prospectus, nor do we provide a reconciliation of our financial
information to those under the U.S. GAAP or the IFRS and we urge you to consult your own advisors regarding
such differences and their impact on our financial data.
On February 16, 2015, the Ministry of Corporate Affairs, Government of India (“MCA”) issued the Companies
(Indian Accounting Standards) Rules, 2015 (“Ind AS Rules”) for the purpose of enacting changes to Indian
GAAP that are intended to align Indian GAAP further with IFRS. The Ind AS Rules provide that the financial
information of the companies to which they apply shall be prepared and audited in accordance with the Indian
Accounting Standard (“Ind AS”), although any company may voluntarily implement Ind AS for the accounting
period beginning from April 1, 2015.
While we have provided for a summary of the qualitative differences between Ind AS and Indian GAAP in
“Summary of Significant Differences between Indian GAAP and Ind AS” on page 303, we have not made any
attempt to quantify or identify the impact of the differences between Indian GAAP and Ind AS as applied to our
financial information and it is urged that you consult your own advisors regarding the impact of difference, if any,
on financial data included in this Red Herring Prospectus. See “Risk Factors – Our Restated Financial
Information included in this Red Herring Prospectus has been prepared in accordance with the Companies
Act, Indian GAAP and the SEBI ICDR Regulations, which vary in certain respects from Ind AS” on page 30.
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12
Certain figures contained in this Red Herring Prospectus, including financial information, have been subject to
rounding adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum
or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the
numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or
row. However, where any figures that may have been sourced from third-party industry sources are rounded off
to other than two decimal points in their respective sources, such figures appear in this Red Herring Prospectus as
rounded-off to such number of decimal points as provided in their respective sources.
Industry and Market Data
Unless stated otherwise, industry and market data used throughout this Red Herring Prospectus has been derived
from certain industry sources. Industry publications generally state that the information contained in such
publications has been obtained from sources generally believed to be reliable, but their accuracy, adequacy or
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly,
no investment decisions should be made based on such information. Although we believe that the industry and
market data used in this Red Herring Prospectus is reliable, it has not been independently verified by us, the
Selling Shareholders, the GCBRLMs and the BRLM, or any of our or their respective affiliates or advisors, and
none of these parties makes any representation as to the accuracy of this information. The data used in these
sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not
be comparable. The extent to which the industry and market data presented in this Red Herring Prospectus is
meaningful depends upon 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 market and industry sources. Such data
involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in “Risk Factors” on page 15.
Additionally, we have commissioned a report titled “Business Software Industry Report: Digitalization, IT
modernization and automation are driving market growth” dated August 7, 2017, prepared by Ovum Ltd. (“Ovum
Report”), a trading division of Informa Telecoms and Media Limited (“Ovum/ Informa”), for the purpose of
confirming our understanding of the industry in connection with the Offer. In this regard, Ovum, has issued the
following disclaimer:
“Informa obtains information for its analysis from sources it considers reliable, but does not guarantee the
accuracy or completeness of its analysis or any information contained in the Ovum Report. Informa and its
affiliates make no representation or warranty, either express or implied, with respect to the information or
analysis from the Ovum Report, including without limitation the implied warranties of fitness for a particular
purpose and merchantability, and Informa specifically disclaims any such warranty. In no event shall Informa or
its affiliates be liable to customers or any third parties for any decision made or action taken by the customer or
any third parties in reliance upon the information or analysis contained in the Ovum Report, including but not
limited to, or any delay, interruption, loss of business revenues, loss of business opportunity, loss of profits or any
indirect, consequential, special or incidental damages or other losses, whether in contract, tort or otherwise, even
if advised of the possibility of such damages. The Ovum Report and information therein is not a comprehensive
evaluation of the industry, the Company or the securities mentioned and no material or reference within the Ovum
Report shall constitute an offer or a solicitation of an offer or a recommendation to buy or sell securities. All
material within the Ovum Report should be deemed as expressions of opinion and is subject to change without
notice.”
Currency and Units of Presentation
All references to “Rupees” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.
All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official
currency of the United States. All references to “GBP” is to the Great Britain Pound, the official currency of Great
Britain. All references to “SGD” is to the Singapore Dollars, the official currency of Singapore. All references to
“CAD” is to the Canadian Dollars, the official currency of Canada.
In this Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. Further, one billion represents ‘1,000
million’ or ‘1,000,000,000’. However, where any figures that may have been sourced from third-party industry
sources are expressed in denominations other than millions in their respective sources, such figures appear in this
Red Herring Prospectus expressed in such denominations as provided in such respective sources.
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Exchange Rates
This Red Herring Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian Rupees
that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These
conversions should not be construed as a representation that such currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate, or at all.
The exchange rates of certain currencies used in this Red Herring Prospectus into Indian Rupees are provided
below.
(in ₹)
Currency* Exchange rate
as on
September 30,
2017
Exchange rate
as on March
31, 2017
Exchange rate
as on March
31, 2016
Exchange rate
as on March
31, 2015
Exchange rate
as on March
28, 2014
Exchange rate
as on March
28, 2013
1 USD 65.36 64.84 66.33 62.59 60.10 54.39
1 CAD 52.37 48.73 50.96 49.22 54.15 53.59
1 GBP 87.51 80.88 95.09 92.46 99.85 82.32
1 SGD 48.13 46.39 49.15 45.41 47.58 43.84 Source: RBI Reference Rate, Bloomberg
* In case of March 31/ September 30 of any of the respective years is a public holiday, the previous working day has been considered.
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FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain “forward-looking statements”. These forward looking statements
include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “project”, “propose”, “will continue”, “seek to”,
“will pursue” or other words or phrases of similar import. Similarly, statements that describe our Company’s
strategies, objectives, plans, prospects or goals are also forward looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
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. This may be 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 business 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 would cause actual results to differ materially include,
including, but not limited to:
our inability to protect our intellectual property;
any intellectual property infringement claims against our Company;
our inability to compete efficiently;
our inability to develop new products and services and enhance the existing products and services;
our software products and services ceasing to gain market acceptance;
insufficient or delayed returns from our current research and development efforts;
our cloud strategy or SaaS offerings which could have an impact on our revenues and profitability;
the business practices of our customers with respect to the collection, use and management of personal information depending upon the governmental regulation, legal requirements or industry standards relating
to consumer privacy and data protection;
our international sales and operations which could subject us to additional risks that can adversely affect our results of operations; and
significant fluctuations in our sales cycle, which may result in fluctuations in our revenue recognition on a quarterly basis.
For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 15,
124 and 308, respectively. By their nature, certain market 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 be
materially be different from those that have been estimated. Forward-looking statements reflect our current views
as of the date of this Red Herring Prospectus 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 that the assumptions on which such statements are based are reasonable, any such
assumptions as well as the statement based on them could prove to be inaccurate.
Neither our Company, nor the Selling Shareholders, nor the Syndicate, nor any of their respective affiliates have
any obligation 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 SEBI requirements, our Company and the GCBRLMs and the BRLM will ensure that investors
in India are informed of material developments until the receipt of final listing and trading approvals for the Equity
Shares pursuant to the Offer. We cannot assure prospective investors that the expectation reflected in these forward-
looking statements will prove to be correct. Given these uncertainties, investors are cautioned from placing undue
reliance on such forward-looking statements as a guarantee of future performance.
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SECTION II - RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Prospective investors should carefully consider
all of the information set forth in this Red Herring Prospectus, particularly the financial statements and the related
notes in “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 176 and 308 respectively, and the risks and uncertainties described below,
before making a decision to invest in the Equity Shares. Any of the following risks, individually or together, could
adversely affect our business, financial condition, results of operations or prospects, which could result in a
decline in the value of the Equity Shares and the loss of all or part of an investment in the Equity Shares. While
we have described the risks and uncertainties that our management believes are material, these risks and
uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including
those we currently are not aware of or deem immaterial, may also have an adverse effect on our business, results
of operations, financial condition and prospects. Prospective investors should pay particular attention to the fact
that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment
which may differ in certain respects from that of other countries. This Red Herring Prospectus also contains
forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could
differ from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Red Herring Prospectus. For further details, see “Forward-
Looking Statements” on page 14. The financial and other related implications of risks concerned, wherever
quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential effects of
which are not quantifiable and therefore no quantification has been provided with respect to such risk factors. In
making an investment decision, prospective investors must rely on their own examination of our Company and
the terms of the Offer, including the merits and the risks involved. Unless otherwise stated, the financial
information of our Company used in this section is derived from our Restated Consolidated Financial Statements.
This section includes information that is derived from the Ovum Report, pursuant to an engagement with the
Company. We commissioned this report for the purpose of confirming our understanding of the industry in which
we operate. Neither we, nor any of the GCBRLMs, the BRLM, our Directors, our Promoters, nor any other person
connected with the Offer has verified the information in the Ovum Report.
INTERNAL RISK FACTORS
1. Failure to protect our intellectual property could harm our ability to compete effectively.
We are highly dependent on our ability to protect our proprietary technology. We rely on a combination of
copyright, patent and trademark laws, as well as non-disclosure agreements and other contractual provisions to
establish and maintain our proprietary rights. We intend to protect our intellectual property rights vigorously.
However, there can be no assurance that these measures will be successful.
The laws protecting intellectual property rights vary and certain jurisdictions, including India, may provide less
protection for our technologies and other intellectual property assets as compared to other jurisdictions, such as
USA. Further, as intellectual property rights protection is limited by territory, successfully obtaining intellectual
property rights protection in one jurisdiction may not necessarily provide protection in another jurisdiction and
we may have to seek such protection in multiple jurisdictions where we and our customers operate. The process
for obtaining intellectual property rights protection in certain jurisdictions can be lengthy and may entail
substantial costs.
While we have obtained trademark registrations for certain of our brands, including OmniDocs, Omni Acquire,
OmniCompliance, OmniScan, OmniFlow, OmniReports and ChequeExchange and CheckFlow, we have made
applications for obtaining trademark registrations with respect certain of our brands, including Newgen Infinite
and Newgen Payments Bank under the Trade Marks Act, 1999, as amended (“Trade Marks Act”) which are
currently pending. We may not succeed in registering our trademarks or otherwise protecting our intellectual
property.
With respect to applications made for registration of trademarks, some such pending applications have been
objected to by the Registrar of Trademarks, Delhi alleging similarity with certain other registered trademarks
available on the record of the Trade Marks Registry for same or similar goods/services. We have duly responded
to these objections.
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16
Further, our trademarks for OMNIDOCS and OMNIFLOW Process Client have expired and are pending renewal. For
further details, see “Government and Other Approvals – Intellectual Property” on page 339. The protective steps
that we take to protect our intellectual property rights, including registrations under trademark laws,
confidentiality provisions and contractual arrangements, m