draft letter of offer

497 Pages·2017·6.27 MB·English

by  Kedia, Narayan

LETTER OF OFFER
February 1, 2018
For the Eligible Equity Shareholders of the Company only
Indiabulls Ventures Limited
Our Company was originally incorporated as ‘GPF Securities Private Limited’ on June 9, 1995 at Delhi and Haryana as a private limited company under the
Companies Act, 1956. For details in relation to changes to the name and registered office of our Company,
please see “History and Certain Corporate Matters” on page 159.
Corporate identification number: L74999DL1995PLC069631
Registered Office: M-62 & 63, First Floor, Connaught Place, New Delhi – 110 001, Delhi, India;
Telephone: [phone]; and Facsimile: [phone]
Corporate Office(s): Indiabulls House, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013, India
Telephone: [phone]; and Facsimile: [phone]
Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram – 122 016, India; Telephone: [phone]; and Facsimile: [phone]
Contact Person: Mr. Lalit Sharma, Company Secretary and Compliance Officer
E-mail: [email protected], Website: www.indiabullsventures.com
PROMOTERS OF OUR COMPANY: MR. SAMEER GEHLAUT, ORTHIA CONSTRUCTIONS PRIVATE LIMITED, ORTHIA PROPERTIES PRIVATE
LIMITED, ZELKOVA BUILDERS PRIVATE LIMITED, INUUS PROPERTIES PRIVATE LIMITED AND INUUS DEVELOPERS PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY
ISSUE OF UP TO 83,333,333 PARTLY PAID UP EQUITY SHARES OF FACE VALUE OF `2 EACH OF OUR COMPANY FOR CASH AT A PRICE OF `240
(INCLUDING A PREMIUM OF `238) PER EQUITY SHARE (“RIGHTS EQUITY SHARES”) FOR AN AMOUNT AGGREGATING UP TO `20,000 MILLION
ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 3 RIGHTS EQUITY SHARES FOR EVERY
16 FULLY PAID-UP EQUITY SHARES HELD BY SUCH ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON FEBRUARY 12,
2018 (THE “ISSUE”). THE ISSUE PRICE OF EACH RIGHTS EQUITY SHARE IS 120 TIMES THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER
DETAILS, PLEASE SEE “TERMS OF THE ISSUE” ON PAGE 428.
PAYMENT METHOD*
Amount Payable per Rights Equity Share i.e. Issue Price Face value (`) Premium (`) Total (`)
On Application 0.50 59.50 60.00
On First Call 0.30 35.70 36.00
On Second Call 0.30 35.70 36.00
On Third and Final Call 0.90 107.10 108.00
Total 240.00
*For details on the payment method, see “Terms of the Issue” beginning on page 428.
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 relation to 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 Rights Equity Shares being offered in this Issue have
not been recommended or approved by the Securities and Exchange Board of India, (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this document. The
Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”)
and are being offered and sold outside the United States to non – U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”).
Investors are advised to refer to “Risk Factors” from pages 19 to 52 before making an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the
Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer 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 Letter of Offer as a
whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed and traded on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). The GDRs of our
Company are listed on the Luxembourg Stock Exchange. Our Company has received in-principle approvals from NSE and BSE for listing of the Rights Equity Shares
pursuant to each of their letters dated October 18, 2017. For the purposes of the Issue, the Designated Stock Exchange is NSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

Axis Capital Limited Karvy Computershare Private Limited
Axis House, 1st Floor Karvy Selenium Tower B, Plot 31-32, Gachibowli
C-2 Wadia International Centre Financial District, Nanakramguda
P. B. Marg, Worli, Mumbai 400025, India Hyderabad – 500 032, India
Telephone: [phone] Telephone: [phone]
Facsimile: [phone] Facsimile: [phone]
Email: [email protected] Email: [email protected]
Investor grievance email: [email protected] Investor grievance email: [email protected]
Contact Person: Ankit Bhatia Contact Person: M Murali Krishna
Website: www.axiscapital.co.in Website: www.karisma.karvy.com
SEBI Registration Number: INM000012029 SEBI Registration No.: INR000000221
ISSUE SCHEDULE
ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT ISSUE CLOSES ON
APPLICATION FORMS
February 21, 2018 March 3, 2018 March 7, 2018
TABLE OF CONTENTS

SECTION I – GENERAL ............................................................................................................................. 3
DEFINITIONS AND ABBREVIATIONS ................................................................................................... 3
NOTICE TO INVESTORS ........................................................................................................................ 12
PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA ................... 15
FORWARD LOOKING STATEMENTS ................................................................................................. 18

SECTION II – RISK FACTORS ............................................................................................................... 19

SECTION III – INTRODUCTION ............................................................................................................ 53
SUMMARY OF INDUSTRY ..................................................................................................................... 53
SUMMARY OF BUSINESS ....................................................................................................................... 58
SUMMARY OF FINANCIAL INFORMATION ..................................................................................... 61
THE ISSUE .................................................................................................................................................. 73
GENERAL INFORMATION ..................................................................................................................... 75
CAPITAL STRUCTURE ........................................................................................................................... 82
OBJECTS OF THE ISSUE ...................................................................................................................... 108
BASIS FOR ISSUE PRICE ...................................................................................................................... 113
STATEMENT OF TAX BENEFITS ....................................................................................................... 118

SECTION IV – ABOUT THE COMPANY ............................................................................................ 121
OUR BUSINESS ........................................................................................................................................ 138
REGULATIONS AND POLICIES .......................................................................................................... 150
HISTORY AND CERTAIN CORPORATE MATTERS ....................................................................... 159
OUR MANAGEMENT ............................................................................................................................. 181
OUR PROMOTER AND PROMOTER GROUP .................................................................................. 195
GROUP COMPANIES ............................................................................................................................. 202
RELATED PARTY TRANSACTIONS .................................................................................................. 211
DIVIDEND POLICY ................................................................................................................................ 212

SECTION V – FINANCIAL INFORMATION ...................................................................................... 213
FINANCIAL STATEMENTS .................................................................................................................. 213
MATERIAL DEVELOPMENTS ............................................................................................................. 348
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ................................................................................................................. 350
FINANCIAL INDEBTEDNESS ............................................................................................................... 380
CAPITALISATION STATEMENT ........................................................................................................ 382
SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS..................................... 383
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ....................................... 389

SECTION VI – LEGAL AND OTHER INFORMATION .................................................................... 391
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ......................................... 391
GOVERNMENT AND OTHER APPROVALS ..................................................................................... 403
OTHER REGULATORY AND STATUTORY DISCLOSURES ......................................................... 410

SECTION VII – OFFERING INFORMATION ..................................................................................... 428
TERMS OF THE ISSUE .......................................................................................................................... 428

SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ......................... 463
TERMS OF THE ARTICLES OF ASSOCIATION .............................................................................. 463

SECTION IX – OTHER INFORMATION ............................................................................................. 495
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................. 495
DECLARATION ....................................................................................................................................... 497
2
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS

Company Related Terms

Term Description
“Indiabulls Ventures Limited” or Indiabulls Ventures Limited, a public limited company
“the Company” or “our Company” incorporated under the Companies Act, 1956 and having its
registered office at M-62 & 63, First Floor, Connaught Place, New
Delhi – 110 001, India
“we” or “us” or “our Our Company and our Subsidiaries
ABL Astilbe Builders Limited
ACL Arbutus Constructions Limited
Articles/Articles of Articles of Association of our Company, as amended from time to
Association/AoA time
ASCL Astraea Constructions Limited
ASSL Auxesia Soft Solutions Limited
Audit Committee Audit committee of the Board constituted in terms of the
Companies Act, 2013 and the SEBI Listing Regulations
Board/Board of Directors The board of directors of our Company or a committee thereof
Company Secretary and Mr. Lalit Sharma
Compliance Officer
Compensation Committee Compensation committee of the Board duly constituted to
administer the ESOP Schemes and having such powers as shall be
specified by the Board
Corporate Promoters Corporate promoters of our Company namely, Inuus Developers
Private Limited, Inuus Properties Private Limited, Orthia
Constructions Private Limited, Orthia Properties Private Limited
and Zelkova Builders Private Limited
Deposit Agreement The agreement entered into between our Company and Deutsche
Bank Trust Company Americas, dated April 14, 2008 in relation
to issuance of global depositary receipts by our Company
Director(s) Any or all director(s) of our Company, as the context may require
DTL Devata Tradelink Limited
Equity Share(s) The equity share(s) of our Company having a face value of `2 each
ESOP 2008 Indiabulls Ventures Limited Employees Stock Option Scheme,
2008
ESOP 2009 Indiabulls Ventures Limited Employees Stock Option Scheme,
2009
GBL Gyansagar Buildtech Limited
ESOP Schemes Collectively, ESOP 2008 and ESOP 2009
GDRs Global depositary receipts outstanding as of the date of this Letter
of Offer
Group Companies Companies which are covered under the applicable accounting
standards and also other companies as considered material by our
Board, and as disclosed in “Group Companies” on page 202
IAIL Indiabulls Alternate Investments Limited
IARCL Indiabulls Asset Reconstruction Company Limited
ICL Indiabulls Commodities Limited
ICPL Indiabulls Consumer Products Limited
IBFSL Indiabulls Financial Services Limited (now merged with
Indiabulls Housing Finance Limited)
ICSL Indiabulls Credit Services Limited
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Term Description
IDPL Inuus Developers Private Limited
IDSL Indiabulls Distribution Services Limited
IESL India Ethanol and Sugar Limited
IIAL Indiabulls Investment Advisors Limited
IIRL Indiabulls Infra Resources Limited
ILL Indiabulls Logistics Limited
IPPL Inuus Properties Private Limited
IVLFL IVL Finance Limited
Key Management Personnel Key management personnel of our Company, in terms of
Regulation 2(1)(s) of the SEBI ICDR Regulations, Section 2(51)
of the Companies Act, 2013, and as disclosed in “Our
Management – Key Management Personnel” on page 192
Memorandum/Memorandum of Memorandum of Association of our Company, as amended from
Association time to time
OCPL Orthia Constructions Private Limited
OPPL Orthia Properties Private Limited
PFIL Pushpanjili Finsolutions Limited
PFL Pushpanjili Fincon Limited
PHPL Positive Housings Private Limited
Promoters The Promoter(s) of the Company namely Mr. Sameer Gehlaut,
Orthia Constructions Private Limited, Orthia Properties Private
Limited, Zelkova Builders Private Limited, Inuus Properties
Private Limited, and Inuus Developers Private Limited
Promoter Group Promoter group of the Company, as determined in terms of
Regulation 2(1)(zb) of the SEBI ICDR Regulations
Registered Office M-62 & 63, First Floor, Connaught Place, New Delhi – 110 001,
Delhi, India
Registrar of Companies/ RoC Registrar of Companies, Delhi and Haryana
SBL Silenus Buildtech Limited
Scheme of Amalgamation Reorganisation of IBFSL by way of an amalgamation of ICSL with
IBFSL and the subsequent demerger of the securities broking and
advisory business of IBFSL to our Company pursuant to a scheme
of arrangement under the Companies Act, 1956 between IBFSL,
ICSL and our Company. The scheme was approved by the
Honourable High Court of Delhi by an order dated November 23,
2007
Shareholder(s) Equity shareholders of our Company
Statutory Auditors M/s. Walker Chandiok & Co. LLP, Chartered Accountants
Subsidiaries Subsidiaries of the Company in terms of the Companies Act, 2013,
namely,

1. Arbutus Constructions Limited
2. Astilbe Builders Limited
3. Astraea Constructions Limited
4. Auxesia Soft Solutions Limited
5. Devata Tradelink Limited
6. Gyansagar Buildtech Limited
7. India Ethanol and Sugar Limited
8. Indiabulls Alternate Investments Limited
9. Indiabulls Asset Reconstruction Company Limited
10. Indiabulls Commodities Limited
11. Indiabulls Consumer Products Limited
12. Indiabulls Distribution Services Limited
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Term Description
13. Indiabulls Infra Resources Limited
14. Indiabulls Investment Advisors Limited
15. Indiabulls Logistics Limited
16. IVL Finance Limited
17. Positive Housings Private Limited
18. Pushpanjli Finsolutions Limited
19. Pushpanjli Fincon Limited
20. Silenus Buildtech Limited
ZBPL Zelkova Builders Private Limited

Issue Related Terms

Term Description
Abridged Letter of Offer The abridged letter of offer to be sent to the Eligible Equity
Shareholders with respect to this Issue in accordance with SEBI
ICDR Regulations and the Companies Act, 2013
Allot/Allotted/Allotment Unless the context requires, the allotment of Rights Equity Shares
pursuant to the Issue
Allotment Date Date on which the Allotment is made
Allottee(s) Person(s) who are Allotted Rights Equity Shares pursuant to the
Allotment
Applicant/ Investor(s) Eligible Equity Shareholder(s) and/or Renouncees who make an
application for the Rights Equity Shares pursuant to the Issue in
terms of this Letter of Offer, including an ASBA Applicant
Application Application made by the Applicant whether submitted by way of
CAF or in the form of a plain-paper application, to subscribe to the
Rights Equity Shares issued pursuant to the Issue at a price of `240
per Equity Share, including applications by way of the ASBA
Process
Application Money Aggregate amount payable at the time of Application i.e. `60 per
Equity Share in respect of the Rights Equity Shares applied for at the
Issue Price
Application Form The form in terms of which an Applicant shall make an Application
to subscribe to the Rights Equity Shares pursuant to the Issue,
including plain-paper Application
Application Supported by The application (whether physical or electronic) used by an ASBA
Blocked Amount/ASBA Applicant to make an application authorizing the SCSB to block the
amount payable on application in their specified bank account
ASBA Account Account maintained by an ASBA Investor with an SCSB which will
be blocked by such SCSB to the extent of the amount mentioned in
the Application
ASBA Applicant/ASBA Eligible Equity Shareholders proposing to subscribe to the Issue
Investor through ASBA process and:

(a) who are holding the Equity Shares in dematerialized form as
on the Record Date and have applied for their Rights
Entitlements and/ or additional Rights Equity Shares in
dematerialized form;
(b) who have not renounced their Rights Entitlements in full or in
part;
(c) who are not Renouncees; and
(d) who are applying through blocking of funds in a bank account
maintained with SCSBs.

5
Term Description
All (i) QIBs, (ii) Non-Institutional Investors, and (iii) other Investors
whose Application Money exceeds `200,000, can participate in the
Issue only through an ASBA process. Further, all QIBs and Non-
Institutional Investors are mandatorily required to use the ASBA
facility, even if application amount does not exceed `200,000
Banker to the Issue Yes Bank Limited
Call(s) Call notice(s) sent by the Company to each of the holders of the
Rights Equity Shares as on the Call Record Date, for making a
payment of Call Money
Call Money Aggregate amount payable in respect of the Rights Equity Shares at
the time of the Call(s), being:
 `36 per Equity Share, i.e. 15% of the Issue Price in respect of
First Call,
 `36 per Equity Share, i.e. 15% of the Issue Price in respect of
Second Call, and
 `108 per Equity Share, i.e. 45% of the Issue Price in respect of
Third and Final Call
Call Record Date The date fixed by the Company for the purpose of determining the
names of the holders of partly paid-up Rights Equity Shares for the
purpose of issuing the Call(s)
Composite Application Form / The form used by an Investor to make an application for the
CAF Allotment of Rights Equity Shares in the Issue or renounce his Rights
Entitlement or request for SAFs, and used by sole Renouncee to
make an Application for Allotment of Rights Equity Shares in the
Issue to the extent of renunciation of Rights Entitlement in their
favour
Consolidated Certificate In case of holding of Equity Shares in physical form, the certificate
that would be issued for the Rights Equity Shares Allotted to each
folio
Controlling Branches/ Such branches of the SCSBs which coordinate with the Lead
Controlling Branches of the Manager, the Registrar to the Issue and the Stock Exchanges and a
SCSBs list of which is available at http://www.sebi.gov.in
Demographic Details Demographic details of the Investors available with depositories
including address, bank account details for printing on refund orders
Designated Stock Exchange NSE
Designated Branches Such branches of the SCSBs which shall collect the Applications,
used by the ASBA Investors, a list of which is available on
http://www.sebi.gov.in/
Draft Letter of Offer The draft letter of offer dated September 28, 2017 filed with SEBI
read along with the corrigendum dated October 6, 2017 and which
does not contain complete terms of the Rights Equity Shares
proposed to be offered in the Issue in accordance with the SEBI
ICDR Regulations
Eligible Equity Shareholder(s) Shareholders as on the Record Date, i.e. February 12, 2018
Equity Shareholder(s)/ The holders of Equity Shares of our Company
Shareholders
First Call Call made by our Company to each of the holders of the Rights
Equity Shares for payment of the first tranche of Call Money under
the Payment Method
Issue/ Rights Issue Issue of up to 83,333,333 Rights Equity Shares for cash at a price of
₹240 per Equity Share including a premium of ₹238 per Equity Share
for an amount up to ₹20,000 million on a rights basis to the Eligible
Equity Shareholders in the ratio of 3 Rights Equity Share(s) for every
6
Term Description
16 Equity Share(s) held by the Eligible Equity Shareholders on the
Record Date
Issue Agreement The agreement dated September 28, 2017 between our Company and
the Lead Manager, pursuant to which certain arrangements are
agreed to in relation to the Issue
Issue Closing Date March 7, 2018
Issue Opening Date February 21, 2018
Issue Price ₹240 per Rights Equity Share
Issue Proceeds Gross proceeds of the Issue
Issue Size The issue of up to 83,333,333 Rights Equity Shares for an amount
aggregating up to ₹20,000 million
Lead Manager Axis Capital Limited
Letter of Offer This letter of offer dated February 1, 2018 filed with the Stock
Exchanges after incorporating the observations received from the
SEBI on the Draft Letter of Offer
Net Proceeds The Issue Proceeds less the Issue related expenses. For further
details, please see “Objects of the Issue” on page 108
Non-ASBA Investor Investors who apply in the Issue otherwise than through the ASBA
process
Non-Institutional Investors Investor, including any company or body corporate, other than a
Retail Individual Investor and a QIB
Qualified Foreign Investors or Qualified foreign investors as defined under the SEBI FPI
QFIs Regulations
Qualified Institutional Buyers or Qualified institutional buyers as defined under Regulation 2(1)(zd)
QIBs of the SEBI ICDR Regulations
Record Date Designated date for the purpose of determining the Shareholders
eligible to apply for Rights Equity Shares in the Issue, that is Februry
12, 2018
Refund Banker to the Issue Yes Bank Limited
Registrar to the Issue/Registrar Karvy Computershare Private Limited
Renouncees Any persons who has / have acquired Rights Entitlements from an
Eligible Equity Shareholder
Retail Individual Investor Individual Investors who have applied for Rights Equity Shares and
whose Application Money is not more than ₹200,000 (including
HUFs applying through their karta)
Rights Entitlement The number of Rights Equity Shares that an Eligible Equity
Shareholder is entitled to in proportion to the number of Equity
Shares held by the Eligible Equity Shareholder on the Record Date
Rights Equity Share(s) The partly paid up Equity Share(s) offered in this Issue
SAF(s) Split Application Form(s)
SCSB(s) A Self Certified Syndicate Bank, registered with SEBI, which acts
as a banker to the Issue and which offers the facility of ASBA. A list
of all SCSBs is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognise
d=yes and/ or such other website(s) as may be prescribed by the SEBI
/ Stock Exchange(s) from time to time
Second Call Call made by our Company to each of the holders of the Rights
Equity Shares for payment of the second tranche of Call Money
under the Payment Method
Share Certificate(s) The certificate in respect of the Rights Equity Shares allotted to a
folio in a physical form
Stock Exchanges BSE and NSE, where our Equity Shares are presently listed and
traded
7
Term Description
Third and Final Call Call made by our Company to each of the holders of the Rights
Equity Shares for payment of the third and final tranche of Call
Money under the Payment Method
Third and Final Call Notice Notice issued to each of the holders of Rights Equity Shares in
relation to payment of balance Call Money to be paid under the Third
Call
Wilful Defaulter Company or person categorised as a wilful defaulter by any bank or
financial institution or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by the Reserve Bank of India
and includes any company whose director or promoter is categorised
as such
Working Days All days other than second and fourth Saturdays of the month,
Sundays or public holidays, on which commercial banks in Mumbai
are open for business; provided however, with reference to (a) Issue
period, shall mean all days except Saturday, Sunday and public
holidays on which commercial banks in Mumbai are open for
business and (b) the time period between the Issue Closing Date and
the listing of the Rights Equity Shares on the Stock Exchanges, shall
mean all trading days of Stock Exchanges, excluding Sundays and
bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Conventional, General, Industry terms and Abbreviations

Term Description
AGM Annual General Meeting
AIF Alternate Investment Fund
AMFI Association of Mutual Funds in India
ARC Asset Reconstruction Company
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services Limited
Civil Procedure Code Code of Civil Procedure, 1908, as amended
Client ID Beneficiary account identity
CLRA The Contract Labour (Regulation and Abolition) Act, 1970, as
amended
Companies Act Companies Act, 1956 and/ or the Companies Act, 2013, as applicable
Companies Act, 1956 Companies Act, 1956, and the rules thereunder, as the context
requires
Companies Act, 2013 The Companies Act, 2013, and the rules and clarifications issued
thereunder to the extent in force pursuant to the notification of the
Notified Sections
Competition Act The Competition Act, 2002, as amended
CRISIL A global analytical company providing ratings, research, and risk and
policy advisory services
CRISIL Report “NBFC Report” dated October 2016 by CRISIL
DDP Designated Depository Participant
Depository A depository registered with SEBI under the SEBI (Depositories and
Participants) Regulations, 1996, as amended
Depositories Act The Depositories Act, 1996, as amended
Depository Participant or DP A depository participant as defined under the Depositories Act
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion
8
Term Description
EPF Act The Employees (Provident Fund and Miscellaneous Provisions) Act,
1952, as amended
EPS Earnings per equity share, i.e., net profit after tax attributable to
equity shares for a financial year divided by the weighted average
number of equity shares during the financial year
ESI Act The Employees State Insurance Act, 1948, as amended
FCRA The Forward Contracts (Regulation) Act, 1952, as amended
FCRR The Forward Contracts (Regulation) Rules, 1954
FDI Foreign Direct Investment
FDI Policy 2017 The FDI policy of 2017, issued by the DIPP with effect from
August 28, 2017
FEMA Foreign Exchange Management Act, 1999, as amended, together
with rules and regulations thereunder
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by
a Person Resident Outside India) Regulations, 2017
Financial Year/Fiscal The period of 12 months beginning April 1 and ending March 31 of
that particular year, unless otherwise stated
FII Foreign Institutional Investors
FMC Forward Markets Commission
FPI Foreign Portfolio Investors
FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2014, as amended
FVCI or foreign venture capital Foreign venture capital investors (as defined under the Securities
investors and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended) registered with SEBI
Gratuity Act The Payment of Gratuity Act, 1972, as amended
Government or GoI or Central Government of India
Government
ICAI Institute of Chartered Accountants of India
ICRA Report “Indian Brokerage Industry” dated September 2017, by ICRA
Limited
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Ind AS Indian Accounting Standards
IT Act The Income Tax Act, 1961, as amended
Indian GAAP The generally accepted accounting principles in India
Industrial Policy The industrial policy and guidelines issued by the Ministry of
Industry, GoI
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended
MCA Ministry of Corporate Affairs
Merchant Bankers Regulations The Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992, as amended
MoU Memorandum of Understanding
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non- Banking Financial Company
NBFC-ND Non-Banking Financial Company which does not accept public
deposits
NBFC-ND RBI Directions The Non-Banking Financial Company-Non-Systemically Important
Non-Deposit taking Company (Reserve Bank) Directions, 2016, as
amended
Non Resident Persons resident outside India as defined in the FEMA
9
Term Description
Notified Sections The sections of the Companies Act, 2013 that have been notified by
the Ministry of Corporate Affairs, Government of India, and are
currently in effect
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCBs Overseas Corporate Bodies
P/E Price/Earning
Portfolio Managers Regulations The Securities and Exchange Board of India (Portfolio Managers)
Regulations, 1993, as amended
Prudential Norms The Non-Banking Financial (Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007, as
amended
Public Deposit Directions The Non-Banking Financial Companies Acceptance of Public
Deposits (Reserve Bank) Directions, 1998, as amended
RBI Act The Reserve Bank of India Act, 1934, as amended
RBI Securitization Directions The Securitisation Companies and Reconstruction Companies
(Reserve Bank) Guidelines and Directions, 2003, amended by the
master circular no. DNBR.(PD).CC.No.03/SCRC/26.03.001/2015-16
dated July 1, 2015
RCs Reconstruction Companies
Regulation S Regulation S under the Securities Act
Restated Consolidated Financial The restated consolidated financial statements of our Company,
Statements along with our Subsidiaries as of, and for the six month period ended
September 30, 2017 and the Financial Years ended March 31, 2017,
March 31, 2016, March 31, 2015, March 31, 2014 and March 31,
2013, and comprises the restated consolidated balance sheet, the
restated consolidated statement of profit and loss, and the restated
consolidated cash flow statement, together with the annexures and
notes thereto, which have been prepared in accordance with the
Companies Act, Indian GAAP, and restated in accordance with the
SEBI ICDR Regulations
Restated Financial Statement Collectively, the Restated Consolidated Financial Statements and the
Restated Standalone Financial Statements
Restated Standalone Financial The restated standalone financial statements of our Company as of,
Statements and for the six month period ended September 30, 2017 and the
Financial Years ended March 31, 2017, March 31, 2016, March 31,
2015, March 31, 2014 and March 31, 2013, which comprises the
restated standalone balance sheet, the restated standalone statement
of profit and loss and the restated standalone cash flow statement,
together with the annexures and notes thereto, which have been
prepared in accordance with the Companies Act, Indian GAAP, and
restated in accordance with the SEBI ICDR Regulations
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
Rupees/`/Rs. The lawful currency of India
SARFAESI Act The Securitization and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002, as amended
SCRA The Securities Contracts (Regulation) Act, 1956, as amended
SCs Securitization Companies
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012, as amended
SEBI Depositories Regulations The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996, as amended
10