-
THIS RED HERRING PROSPECTUS IS NOT AN ADVERTISEMENT UNDER THE
SECURITIES AND EXCHANGE BOARD OF INDIA (MUTUAL FUNDS) REGULATIONS,
1996 (“SEBI MUTUAL FUND REGULATIONS”) AND IS NOT INTENDED TO
INFLUENCE INVESTMENT DECISIONS OF ANY CURRENT OR PROSPECTIVE
INVESTORS OF THE SCHEMES OF UTI MUTUAL FUND
RED HERRING PROSPECTUSDated September 21, 2020
Please read Section 32 of the Companies Act, 2013100% Book Built
Offer
OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT
HAVE AN IDENTIFIABLE PROMOTERINITIAL PUBLIC OFFER OF UP TO
38,987,081 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY
SHARES”) OF UTI ASSET MANAGEMENT COMPANY LIMITED (OUR “COMPANY”)
FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE
PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING UP TO ₹ [●] MILLION
(THE “OFFER”) THROUGH AN OFFER FOR SALE OF UP TO 10,459,949 EQUITY
SHARES AGGREGATING UP TO ₹ [●] MILLION BY STATE BANK OF INDIA
(“SBI”), UP TO 10,459,949 EQUITY SHARES AGGREGATING UP TO ₹ [●]
MILLION BY LIFE INSURANCE CORPORATION OF INDIA (“LIC”), UP TO
10,459,949 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY BANK OF
BARODA (“BOB”), UP TO 3,803,617 EQUITY SHARES AGGREGATING UP TO ₹
[●] MILLION BY PUNJAB NATIONAL BANK (“PNB”) AND UP TO 3,803,617
EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY T. ROWE PRICE
INTERNATIONAL LTD (“TRP” AND TOGETHER WITH SBI, LIC, BOB AND PNB,
THE “SELLING SHAREHOLDERS”). THIS OFFER INCLUDES A RESERVATION OF
UP TO 200,000 EQUITY SHARES (CONSTITUTING UP TO 0.16% OF THE
POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR
PURCHASE BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION
PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS
HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET
OFFER WOULD CONSTITUTE AT LEAST 30.75% AND 30.59% OF OUR POST-OFFER
PAID-UP EQUITY SHARE CAPITAL, RESPECTIVELY.THE PRICE BAND AND THE
MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING
SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS
(THE “BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL
EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL
EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY
NEWSPAPER), AND THE MUMBAI EDITION OF NAVSHAKTI (A WIDELY
CIRCULATED MARATHI NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE
OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST
TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE
MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE
OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK
EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE
WEBSITES.In case of any revision to the Price Band, the Bid/Offer
Period will be extended by at least three additional Working Days
following such revision of the Price Band, provided that the
Bid/Offer Period shall not exceed 10 Working Days. In cases of
force majeure, banking strike or similar circumstances, our Company
and the Selling Shareholders in consultation with the BRLMs may,
for reasons to be recorded in writing, extend the Bid/Offer Period
for a minimum of three Working Days, subject to the Bid/Offer
Period not exceeding 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 public notice, and also by indicating the change on the
websites of the BRLMs and at the terminals of the Syndicate Members
and by intimation to the Self Certified Syndicate Banks (the
“SCSBs”), other Designated Intermediaries and the Sponsor Bank, as
applicable.The Offer is being made in terms of Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957, as amended (the
“SCRR”) read with Regulation 31 of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (the “SEBI ICDR Regulations”). This
Offer is being made through the Book Building Process and in
compliance with Regulation 6(1) of the SEBI ICDR Regulations,
wherein not more than 50% of the Net Offer shall be available for
allocation on a proportionate basis to Qualified Institutional
Buyers (“QIBs”, the “QIB Portion”), provided that our Company and
the Selling Shareholders may, in consultation with the BRLMs,
allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis (the “Anchor Investor Portion”), out of which
one-third shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price, in accordance with the SEBI
ICDR Regulations. In the event of under-subscription, or
non-allocation in the Anchor Investor Portion, the balance Equity
Shares shall be added to the QIB Portion. Further, 5% of the QIB
Portion (excluding the Anchor Investor Portion) shall be available
for allocation on a proportionate basis to Mutual Funds only, and
the Net QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders (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 Net Offer shall be available for allocation on a proportionate
basis to Non-Institutional Bidders and not less than 35% of the Net
Offer shall be available for allocation to Retail Individual
Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price.
Further, Equity Shares will be allocated on a proportionate basis
to Eligible Employees applying under the Employee Reservation
Portion, subject to valid Bids received from them at or above the
Offer Price. All Bidders, other than Anchor Investors, are required
to mandatorily utilise the Application Supported by Blocked Amount
(“ASBA”) process, providing details of their respective bank
accounts (including UPI ID in case of RIBs in which the Bid Amount
will be blocked by the SCSBs or the Sponsor Bank, as the case may
be, to participate in the Offer. Anchor Investors are not permitted
to participate in the Offer through the ASBA process. For details,
see “Offer Procedure” beginning on page 392.
RISKS IN RELATION TO THE FIRST OFFERThis being the first public
issue of the Equity Shares of our Company, there has been no formal
market for the Equity Shares. The face value of the Equity Shares
is ₹ 10 each. The Floor Price and the Cap Price (determined by our
Company and the Selling Shareholders in consultation with the
BRLMs), and Offer Price (determined by our Company in consultation
with the BRLMs, in accordance with the SEBI ICDR Regulations and on
the basis of the assessment of market demand for the Equity Shares
by way of the Book Building Process, as stated under “Basis for
Offer Price” beginning on page 87), 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 or sustained trading in the Equity Shares or regarding the
price at which the Equity Shares will be traded after listing.
GENERAL RISKSInvestment 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 entire 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 in the Offer have not been
reviewed, recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does SEBI guarantee the accuracy or
adequacy of the contents of this Red Herring Prospectus. Specific
attention of the investors is invited to “Risk Factors” beginning
on page 24.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITYOur
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 or inclusion 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 severally and not jointly accepts responsibility for
and confirms only statements made or undertaken expressly by such
Selling Shareholder in this Red Herring Prospectus solely in
relation to itself and the respective portion of the Offered Shares
offered by such Selling Shareholder and assumes responsibility that
such statements are true and correct in all material respects and
not misleading in any material respect. Each of the Selling
Shareholders, severally and not jointly, assumes no responsibility
for any other statements, made by or relating to our Company or its
business in this Red Herring Prospectus.
LISTINGThe Equity Shares offered through this Red Herring
Prospectus are proposed to be listed on the Stock Exchanges. Our
Company has received an ‘in-principle’ approval from BSE and NSE
for the listing of the Equity Shares pursuant to letters dated
December 26, 2019 and January 1, 2020, respectively. For the
purposes of the Offer, the Designated Stock Exchange shall be NSE.
A signed copy of this Red Herring Prospectus and the Prospectus
shall be delivered to the RoC for filing in accordance with Section
26(4) and Section 32 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”,
beginning on page 415.
UTI ASSET MANAGEMENT COMPANY LIMITEDOur Company was incorporated
as ‘UTI Asset Management Company Private Limited’, a private
limited company under the Companies Act, 1956, pursuant to a
certificate of incorporation dated November 14, 2002 issued by the
Registrar of Companies, Maharashtra at Mumbai (the “RoC”).
Subsequently, pursuant to a special resolution approved at the
Annual General Meeting on September 18, 2007, our Company was
converted to a public limited company and consequently the name of
our Company was changed to ‘UTI Asset Management Company Limited’
and a fresh certificate of incorporation dated November 14, 2007
was issued by the RoC. For details in relation to changes in the
name and the registered office of our Company, see “History and
Certain Corporate Matters” beginning on page 187.
Registered and Corporate Office: UTI Tower, ‘Gn’ Block,
Bandra-Kurla Complex, Bandra (East), Mumbai 400051, Maharashtra,
India Tel: +91 22 6678 6666Contact Person: Arvind Patkar, Company
Secretary and Compliance Officer; E-mail: [email protected]; Website:
https://www.utimf.com/
Corporate Identity Number: U65991MH2002PLC137867
BOOK RUNNING LEAD MANAGERS
Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot
No. 27, ‘G’ BlockBandra Kurla Complex, Bandra (East)Mumbai 400
051Maharashtra, IndiaTel: +91 22 4336 0000E-mail:
[email protected] Grievance E-mail:
[email protected] Person: Ganesh RaneWebsite:
www.investmentbank.kotak.comSEBI Registration Number:
INM000008704
Axis Capital Limited1st Floor, Axis HouseC-2, Wadia
International Centre, P.B. Marg, WorliMumbai 400 025Maharashtra,
IndiaTel: +91 22 4325 2183E-mail: [email protected]
Grievance E-mail: [email protected] Person: Mayuri
AryaWebsite: www.axiscapital.co.inSEBI Registration Number:
INM000012029
Citigroup Global Markets India Private Limited1202, 12th Floor,
First International Financial CentreG-Block, C54 & 55, Bandra
Kurla Complex, Bandra (East), Mumbai 400 098, Maharashtra,
IndiaTel: +91 22 6175 9999E-mail: [email protected]
Grievance E-mail: [email protected] Person: Ayush
VimalWebsite:
www.online.citibank.co.in/rhtm/citigroup-globalscreen1.htmSEBI
Registration Number: INM000010718
DSP Merrill Lynch LimitedGround Floor, “A” Wing, One BKC, “G”
BlockBandra Kurla Complex, Bandra (East), Mumbai 400
051Maharashtra, IndiaTel: +91 22 6632 8000E-mail:
[email protected] Grievance E-mail:
[email protected] Person: Ahmed
KolsawalaWebsite: www.ml-india.comSEBI Registration Number:
INM000011625
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
ICICI Securities LimitedICICI Centre, H.T. Parekh
MargChurchgate, Mumbai 400 020Maharashtra, IndiaTel: +91 22 2288
2460E-mail: [email protected] Grievance
E-mail: [email protected] Person: Sameer
Purohit / Anurag ByasWebsite: www.icicisecurities.comSEBI
Registration Number: INM000011179
JM Financial Limited7th Floor, CnergyAppasaheb Marathe Marg,
Prabhadevi Mumbai 400 025Maharashtra, IndiaTel: +91 22 6630
3030E-mail: [email protected] Grievance E-mail:
[email protected] Person: Prachee DhuriWebsite:
www.jmfl.comSEBI Registration Number: INM000010361
SBI Capital Markets Limited(2)202, Maker Tower ‘E’Cuffe Parade,
Mumbai 400 005Maharashtra, IndiaTel: +91 22 2217 8300E-mail:
[email protected] Grievance E-mail:
[email protected]: www.sbicaps.comContact
Person: Janardhan Wagle / Karan SavardekarSEBI Registration Number:
INM000003531
KFin Technologies Private Limited(formerly known as “Karvy
Fintech Private Limited”)Selenium Tower-B, Plot 31 & 32,
GachibowliFinancial District, Nanakramguda,
SerilingampallyHyderabad 500 032, Telangana, IndiaTel: +91 40 6716
2222E-mail: [email protected] Grievance E-mail:
[email protected]: www.kfintech.comContact Person: M
Murali KrishnaSEBI Registration Number: INR000000221
BID/OFFER PROGRAMMEBID/OFFER OPENS ON September 29, 2020(1)
BID/OFFER CLOSES ON October 1, 2020
(1) Our Company and the Selling Shareholders may, in
consultation with the BRLMs consider participation by Anchor
Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/Offer Period shall be one Working Day prior to the
Bid/Offer Opening Date.
(2) SBI is proposing to participate as a Selling Shareholder in
the Offer for Sale. SBI Capital Markets Limited (“SBICAP”) has
signed the due diligence certificate and has been disclosed as a
BRLM for the Offer. SBI and SBICAP are associates in terms of the
Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992, as amended (“SEBI Merchant Bankers
Regulations”). Accordingly, in compliance with the proviso to
Regulation 21A of the SEBI Merchant Bankers Regulations and
Regulation 23(3) of the SEBI ICDR Regulations, SBICAP would be
involved only in the marketing of the Offer.
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TABLE OF CONTENTS
SECTION I: GENERAL
..............................................................................................................................................................................1
DEFINITIONS AND ABBREVIATIONS
..............................................................................................................................................1
CERTAIN CONVENTIONS, PRESENTATION OF FI NANCIAL, INDUSTRY AND
MARKET DATA ............................ 14 NOTICE TO PROSPECTIVE
INVESTORS IN THE UNITED
STATES......................................................................................
17 FORWARD-LOOKING
STATEMENTS.............................................................................................................................................
18 SUMMARY OF THE OFFER DOCUMENT
......................................................................................................................................
19
SECTION II: RISK FACTORS
..............................................................................................................................................................
24
SECTION III: INTRODUCTION
..........................................................................................................................................................
60
THE OFFER
...............................................................................................................................................................................................
60 SUMMARY OF FINANCIAL INFORMATION
................................................................................................................................
62 GENERAL
INFORMATION..................................................................................................................................................................
66 CAPITAL
STRUCTURE.........................................................................................................................................................................
75 OBJECTS OF THE
OFFER.....................................................................................................................................................................
85 BASIS FOR OFFER PRICE
....................................................................................................................................................................
87 STATEMENT OF SPECIAL TAX
BENEFITS...................................................................................................................................
90
SECTION IV: ABOUT OUR COMPANY
...........................................................................................................................................
95
INDUSTRY OVERVIEW
.......................................................................................................................................................................
95 OUR BUSINESS
.....................................................................................................................................................................................
146 KEY REGULATIONS AND POLICIES IN INDIA
.........................................................................................................................
179 HISTORY AND CERTAIN CORPORATE MATTERS
.................................................................................................................
187 OUR MANAGEMENT
..........................................................................................................................................................................
195 OUR PRINCIPAL SHAREHOLDERS
...............................................................................................................................................
210 OUR GROUP COMPANIES
................................................................................................................................................................
211 DIVIDEND
POLICY..............................................................................................................................................................................
212
SECTION V: FINANCIAL INFORMATION
..................................................................................................................................
213
RESTATED FINANCIAL
INFORMATION.....................................................................................................................................
213 OTHER FINANCIAL
INFORMATION.............................................................................................................................................
311 CAPITALISATION STATEMENT
....................................................................................................................................................
312 FINANCIAL INDEBTEDNESS
..........................................................................................................................................................
313 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
....................................................................................................................................................................................................................
314
SECTION VI: LEGAL AND OTHER INFORMATION
..............................................................................................................
346
OUTSTANDING LITIGATION AND MATERIAL
DEVELOPMENTS....................................................................................
346 GOVERNMENT AND OTHER APPROVALS
................................................................................................................................
355 OTHER REGULATORY AND STATUTORY DISCLOSURES
..................................................................................................
357
SECTION VII: OFFER INFORMATION
.........................................................................................................................................
384
TERMS OF THE
OFFER.......................................................................................................................................................................
384 OFFER
STRUCTURE............................................................................................................................................................................
389 OFFER PROCEDURE
...........................................................................................................................................................................
392 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
.............................................................................
408
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES
OF ASSOCIATION .......... 409
SECTION IX: OTHER
INFORMATION..........................................................................................................................................
415
MATERIAL CONTRACTS AND DOCUMENTS FOR
INSPECTION.......................................................................................
415
DECLARATION
.......................................................................................................................................................................................
417
ANNEXURE A — U.S. RESALE
LETTER.......................................................................................................................................
423
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and
abbreviations which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as
provided below. References to any legislations, acts, regulations,
r ules, guidelines, circulars, notifications, clarifications or
policies shall be to such legislations, acts, regulations, rules,
guidelines or policies as amended, updated, supplemented,
re-enacted or modified, from time to time, and any reference to a
statutory provision shall include any subordinate legislation made,
from time to time, under such provision.
Offer related terms used but not defined in this Red Herring
Prospectus shall have the meaning ascribed to such terms under the
General Information Document. Any other words and expressions used
but not defined in this Red Herring Prospectus shall have the
meaning ascribed to such terms under the SEBI ICDR Regulations, the
Companies Act, the SCRA, and the Depositories Act and the rules and
regulations made thereunder.
The terms not defined herein but used in “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Regulations and Policies
in India”, “Restated Financial Information”, “Outstanding
Litigation and Material Developments”, “Description of Equity
Shares and Terms of Articles of Association” and “Offer Procedure”
beginning on pages 90, 95, 179, 213, 346, 409, and 392,
respectively, shall have the meanings ascribed to such terms in
these respective sections.
Company Related Terms
Term Description
“our Company” / “the Company” / “the Issuer” / “UTI AMC”
UTI Asset Management Company Limited, a public limited company
incorporated under the Companies Act, 1956 and having its
registered office at UTI Tower, ‘Gn’ Block, Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051, Maharashtra, India
“we”, “us” or “our” Unless the context otherwise indicates or
implies, refers to our Company together with our Subsidiaries
AoA/ Articles of Association/ Articles
The articles of association of the Company, as amended
Audit Committee The audit committee of our Board, as described
in “Our Management – Committees of the Board” on page 202
Auditors/Statutory Auditors Statutory auditors of our Company,
being G.D. Apte & Co., Chartered Accountants Board/ Board of
Directors The board of directors of our Company or a duly
constituted committee thereof BOB Bank of Baroda
CSR Committee The corporate social responsibility committee of
our Board, as described in “Our Management - Committees of the
Board” on page 202
ESOP 2007 UTI AMC - Employee Stock Option Scheme, 2007
Erstwhile UTI The erstwhile Unit Trust of India , established
pursuant to the Unit Trust of India Act, 1963 and divided pursuant
to the UTI Repeal Act
Investment Management Agreement / IMA
The agreement dated December 9, 2002 between UTI Mutual Fund
(acting through the Trustee Company) and our Company for providing
asset management services to UTI Mutual Fund
IPO Committee The IPO committee of our Board constituted to
facilitate the process of the Offer
LIC Life Insurance Corporation of India Material Subsidiary
Subsidiaries which contribute 10% or more to the turnover or
net-worth or profits before tax
of our Company as per the Restated Financial Information.
Accordingly, UTI Internationa l Limited is a material subsidiary of
our Company
Nomination and Remuneration Committee
Nomination and remuneration committee of our Board, as described
in “Our Management – Committees of the Board” on page 202
PNB Punjab National Bank Restated Financial Information Our
restated consolidated financial statements of assets and
liabilities as at and for the three
months ended June 30, 2020 and June 30, 2019 and Financial Years
ended March 31, 2020, March 31, 2019 and March 31, 2018 and our
restated statements of profit and loss (including other
comprehensive income), restated consolidated statement of changes
in equity and restated consolidated statement of cash flow for the
three months ended June 30, 2020 and June 30, 2019 and Financial
Years ended March 31, 2020, March 31, 2019 and March 31, 2018,
together with the annexures and notes thereto and the examination
report, thereon, as
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2
Term Description
prepared and presented in accordance with Ind AS, in each case
restated in accordance with the requirements of Section 26 of the
Companies Act, the SEBI ICDR Regulations and the Guidance Note on
“Reports in Company Prospectuses (Revised 2019)” issued by ICAI
Registrar of Companies / RoC Registrar of Companies, Maharashtra
at Mumbai
SBI State Bank of India Shareholders’ Agreement/ SHA
Shareholders’ agreement dated November 7, 2009 amongst SBI, LIC,
BOB, PNB, TRP and our Company, as amended by the amendment
agreement dated December 16, 2019
Share Purchase Agreement Share purchase agreement dated November
7, 2009 amongst SBI, LIC, BOB, PNB, TRP and our Company, as amended
by the amendment agreement dated December 22, 2009
Sponsors Sponsors of UTI Mutual Fund under the SEBI Mutual Fund
Regulations, namely, SBI, LIC, BOB and PNB
Stakeholders’ Relationship Committee
The stakeholders’ relationship committee of our Board, as
described in “Our Management – Committees of the Board” on page
202
Subsidiaries UTI Venture Funds Management Company Private
Limited, UTI Retirement Solutions Limited, UTI Capital Private
Limited, UTI International Limited, UTI International (Singapore)
Private Limited, UTI Investment Management Company (Mauritius)
Limited and UTI Private Equity Limited. For details, see “History
and Certain Corporate Matters – Our Subsidiaries” beginning on page
190
SUUTI/ Specified Undertaking Specified Undertaking, which
includes all business, assets, liabilities and properties of the
Erstwhile UTI representing and relatable to the Schemes and
Development Reserve Fund specified in Schedule I of the UTI Repeal
Act
Transfer Agreement Transfer agreement dated January 15, 2003,
amongst the President of India, SBI, LIC, BOB and PNB. For details,
see “History and Certain Corporate Matters” beginning on page
187
TRP T. Rowe Price International Ltd Trust Deed Trust deed dated
December 9, 2002 executed by and between SBI, LIC, BOB, PNB and
the
Trustee Company establishing the UTI Mutual Fund, as amended
from time to time Trustee Company UTI Trustee Company Private
Limited UFC UTI Financial Centres, being the branch offices of our
Company
UTI Mutual Fund UTI Mutual Fund, a trust set up under the
provisions of the Indian Trusts Act, 1882 UTI Capital UTI Capital
Private Limited UTI International UTI International Limited
UTI PEL UTI Private Equity Limited UTI RSL UTI Retirement
Solutions Limited UTI VF UTI Venture Funds Management Company
Private Limited
Technical, Industry Related Terms or Abbreviations
Term Description
AMC Asset management company AMFI Association of Mutual Funds in
India ARN AMFI Registration Number
AUC / AUM Assets under custody / Assets under management BDAs
Business development associates BND Banks and distributors
bps Basis points Cas Chief agents CBT, EPF Central Board of
Trustees, EPF
CLRD CRISIL Limited’s Ratings Division CPF Central Provident
Fund CPI Consumer price index
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3
Term Description
CRISIL CRISIL Research, a division of CRISIL Limited
CRISIL Report The reports titled “Assessment of mutual fund
industry in India”, August 2020 prepared by CRISIL
CSR Corporate Social Responsibility
EIR Effective interest rate ELSS Equity-linked savings schemes
ESOP Employee stock option plan
ETF Exchange traded fund FVOCI Fair value through other
comprehensive income FVTPL Fair value through profit and loss
GDS Gross domestic savings HNI High net worth individuals IFAs
Independent financial advisors
IMF International Monetary Fund MAT Minimum alternative tax NFO
New fund offer
NPS National Pension System NSDF National Skill Development Fund
OPAs Official points of acceptance
PLI Postal Life Insurance PMAY Pradhan Mantri Awas Yojana PMJDY
Pradhan Mantri Jan Dhan Yojana
PMJJBY Pradhan Mantri Jeevan Jyoti Bima Yojana PMS Portfolio
management services PRI Price return index
PSU Public sector undertakings QAAUM Quarterly average AUM RMs
Relationship managers
SIPs Systematic investment plans STPs Systematic transfer plans
SWPs Systematic withdrawal plans
TER Total expense ratio Total AUM The sum of the total QAAUM of
all domestic mutual funds managed by, and the aggregate
closing AUM of any PMS business of and all NPS schemes managed
by, the relevant entity, in each case as of the relevant date,
according to CRISIL
ULIP Unit-linked insurance plan
Offer Related Terms
Term Description
Allotment Unless the context otherwise requires, it shall mean
the transfer of Equity Shares by the Selling Shareholders pursuant
to the Offer to the successful Bidders
Allottee A successful Bidder to whom the Equity Shares are
Allotted Anchor Investor A Qualified Institutional Buyer, applying
under the Anchor Investor Portion in accordance
with the requirements specified in the SEBI ICDR Regulations and
this Red Herring Prospectus and who has Bid for an amount of at
least ₹ 100 million
-
4
Term Description
Anchor Investor Allocation Price
The price at which the Offered Shares will be allocated to the
Anchor Investors in terms of this Red Herring Prospectus, which
will be decided by our Company, in consultation with the Book
Running Lead Managers
Anchor Investor Application Form
The application form used by an Anchor Investor to make a Bid in
the Anchor Investor Portion and which will be considered as an
application for Allotment in terms of this Red Herring Prospectus
and the Prospectus
Anchor Investor Bid/Offer Period
One Working Day prior to the Bid/Offer Opening Date, on which
Bids by Anchor Investors shall be submitted and allocation to
Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity
Shares will be Allotted to the Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus, which price will be
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 Book Running Lead Managers
Anchor Investor Pay-in Date With respect to Anchor Investor(s),
the Anchor Investor Bid/Offer Period, and in the event the Anchor
Investor Allocation Price is lower than the Anchor Investor Offer
Price, not later than two Working Days after the Bid/ Offer Closing
Date
Anchor Investor Portion Up to 60% of the QIB Portion or up to
11,636,124 Equity Shares which may be allocated by our Company and
the Selling Shareholders, in consultation with the Book Running
Lead Managers, to the Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutua l Funds,
subject to valid Bids being received from domestic Mutual Funds at
or above the Anchor Investor Allocation Price
Application Supported by Blocked Amount or ASBA
An application, whether physical or electronic, used by ASBA
Bidders, to make a Bid and authorising an SCSB to block the Bid
Amount in the ASBA Account and will include amounts blocked by the
SCSB upon acceptance of UPI Mandate Request by RIBs using the UPI
Mechanism
ASBA Account Bank account maintained with an SCSB by an ASBA
Bidder, as specified in the ASBA Form submitted by ASBA Bidders for
blocking the Bid Amount mentioned in the relevant ASBA Form and
includes the account of an RIB which is blocked upon acceptance of
a UPI Mandate Request made by the RIBs using the UPI Mechanism
ASBA Bidders All Bidders except Anchor Investors ASBA Form
Application form, whether physical or electronic, used by ASBA
Bidders to submit Bids,
which will be considered as the application for Allotment in
terms of the Red Herring Prospectus and the Prospectus
Axis Axis Capital Limited Banker(s) to the Offer Collectively,
the Escrow Collection Bank, Refund Bank, Public Offer Bank and
Sponsor
Bank Basis of Allotment Basis on which Equity Shares will be
Allotted to successful Bidders under the Offer and
which is described in “Offer Structure” beginning on page
389
Bid An indication to make an offer during the Bid/Offer Period
by an ASBA Bidder pursuant to submission of the ASBA Form, or
during the Anchor Investor Bid/Offer Period by the Anchor Investor,
pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares at a price within the
Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations and in terms of this Red
Herring Prospectus and the Bid cum Application Form. The term
“Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the
Bid cum Application Form and payable by the Anchor Investor or
blocked in the ASBA Account of the ASBA Bidders, as the case may
be, upon submission of the Bid in the Offer. However, Eligible
Employees applying in the Employee Reservation Portion, and Retail
Individual Investors can apply at the Cut -Off Price subject to
applicable law and the Bid amount shall be Cap Price multiplied by
the number of Equity Shares Bid for by such Eligible Employee and
mentioned in the Bid cum Application Form. The maximum Bid Amount
under the Employee Reservation Portion by an Eligible Employee
shall not exceed ₹ 500,000.
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Term Description
However, the initial Allotment to an Eligible Employee in the
Employee Reservation Portion shall not exceed ₹ 200,000. Only in
the event of an under-subscription in the Employee Reservation
Portion post the initial allotment, such unsubscribed portion may
be Allotted on a proportionate basis to Eligible Employees Bidding
in the Employee Reservation Portion, for a value in excess of ₹
200,000, subject to the total Allotment to an Eligible Employee not
exceeding ₹ 500,000
Bidder(s) 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, including
Anchor Investors, RIBs and Eligible Employees
Bid/Offer Closing Date Except in relation to any Bids received
from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, being October 1, 2020,
which shall be notified in all editions of Financial Express, all
editions of Jansatta a nd Mumbai edition of Navshakti (which are
widely circulated English national daily, Hindi national daily and
Marathi newspapers, respectively, Marathi being the regional
language of Maharashtra, where our Registered Office is located).
In case of any extension, the extended Bid/Offer Closing Date shall
also be notified on the website and terminals of the Syndicate
Members and communicated to the Designated Intermediaries and the
Sponsor Bank. Our Company and the Selling Shareholders, in
consultation with the Book Running Lead Managers, may consider
closing the Bid/Offer Period for QIBs one Working Day prior to the
Bid/Offer Closing Date in accordance with the SEBI ICDR
Regulations
Bid/Offer Opening Date Except in relation to any Bids received
from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, being September 29,
2020
Bid/Offer Period Except in relation to Anchor Investors, the
period between the Bid/Of fer Opening Date and the Bid/Offer
Closing Date, inclusive of both days, during which Bidders can
submit their Bids, including any revisions thereof, in accordance
with the SEBI ICDR Regulations, provided that such period shall be
kept open for a minimum of three Working Days
Bid cum Application Form Anchor Investor Application Form or the
ASBA Form, as the context requires Bid Lot [●] Equity Shares and in
multiples of [●] Equity Shares thereafter
Bidding Centres The centres at which the Designated
Intermediaries shall accept the Bid cum Application Forms, being
the Designated Branches for SCSBs, Specified Locations for the
Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
BofA Securities DSP Merrill Lynch Limited Book Building Process
Book building process, as provided in Schedule XIII of the SEBI
ICDR Regulations, in terms
of which the Offer is being made Book Running Lead
Managers/BRLMs
The book running lead managers to the Offer, namely, Kotak,
Axis, Citi, BofA Securities, I-Sec, JM Financial and SBICAP
CAN/Confirmation 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 Bid/ Offer Period
Cap-Price The higher end of the Price Band, above which the
Offer Price and the Anchor Investor Offer Price will not be
finalised and above which no Bids will be accepted
Collecting Depository Participant / CDP
A depository participant, as defined under the Depositories Act,
1996 and registered with SEBI and who is eligible to procure Bids
at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated Novem ber 10, 2015 issued by
SEBI
Citi Citigroup Global Markets India Private Limited Cut-off
Price The Offer Price finalised by our Company, in consultation
with the Book Running Lead
Managers which shall be any price within the Price Band. Only
RIBs and Eligible Employees (subject to the Bid Amount being up to
₹ 200,000) are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Bidders are not
entitled to Bid at the Cut-off Price
Designated Branches Such branches of the SCSBs which shall
collect the ASBA Forms, a list of which is available on the website
of SEBI at https://www.sebi.gov.in or at such other website as may
be prescribed by SEBI from time to time
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Term Description
Designated Date The date on which the Escrow Collection Bank(s)
transfer funds from the Escrow Account to the Public Offer Account
or the Refund Account, as the case may be, and/or the instructions
are issued to the SCSBs (in case of RIBs, using the UPI Mechanism,
instruction issued through the Sponsor Bank) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public
Offer Account or the Refund Account, as the case may be, in terms
of the Red Herring Prospectus and the Prospectus following which
Equity Shares will be Allotted in the Offer
Designated Intermediary(ies) In relation to ASBA Forms submitted
by RIBs by authorising an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs. In relation to
ASBA Forms submitted by RIBs where the Bid Amount will be blocked
upon acceptance of UPI Mandate Request by such RIB, using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate,
sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs. In
relation to ASBA Forms submitted by QIBs, Non-Institutional Bidders
and Eligible Employees, Designated Intermediaries shall mean
Syndicate, Sub-Syndicate/ agents, SCSBs, Registered Brokers, the
CDPs and RTAs
Designated Stock Exchange NSE Draft Red Herring Prospectus or
DRHP
The draft red herring prospectus dated December 18, 2019 filed
with SEBI and issued in accordance with the SEBI ICDR Regulations,
which does not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer
Eligible Employee(s) All or any of the following: (a) a
permanent employee of our Company or our Subsidiaries, working in
India or outside India, (excluding such employees who are not
eligible to invest in the Offer under applicable laws) as of the
date of filing of this Red Herring Prospectus with the RoC and who
continues to be a permanent employee of our Company or our
Subsidiaries, until the submission of the Bid cum Application Form;
and (b) a Director of our Company, whether whole time or not, who
is eligible to apply under the Employee Reservation Portion under
applicable law as on the date of filing of this Red Herring
Prospectus with the RoC and who continues to be a Director of our
Company, until the submission of the Bid cum Application Form, but
not including Directors who either themselves or through their
relatives or through any body corporate, directly o r indirectly,
hold more than 10% of the outstanding Equity Shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an
Eligible Employee shall not exceed ₹ 500,000. However, the initial
Allotment to an Eligible Employee in the Employee Reservation
Portion shall not exceed ₹ 200,000. Only in the event of
under-subscription in the Employee Reservation Portion, the
unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who h ave Bid
in excess of ₹ 200,000, subject to the maximum value of Allotment
made to such Eligible Employee not exceeding ₹ 500,000
Eligible FPI(s) FPI(s) from such jurisdictions outside India
where it is not unlawful to make an offer / invitation under the
Offer and in relation to whom the Bid cum Application Form and this
Red Herring Prospectus constitutes an invitation to subscribe to
the Equity Shares
Eligible NRI(s) NRI(s) eligible to invest under Schedule III and
Schedule IV of the FEMA Rules, from jurisdictions outside India
where it is not unlawful to make an offer or invitation under the
Offer and in relation to whom the Bid cum Application Form and this
Red Herring Prospectus will constitute an invitation to purchase
the Equity Shares
Employee Reservation Portion The portion of the Offer being up
to 200,000 Equity Shares, available for allocation to Eligible
Employees, on a proportionate basis. The maximum Bid Amount under
the Employee Reservation Portion by an Eligible Employee shall not
exceed ₹ 500,000. However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹
200,000. Only in the event of under-subscription in the Employee
Reservation Portion, the unsubscribed portion will be available for
allocation and Allotment, proportionately to all Eligible Employees
who have Bid in excess of ₹ 200,000, subject to the maximum value
of Allotment made to such Eligible Employee not exceeding ₹
500,000
Escrow Account(s) Accounts opened with the Escrow Collection
Bank and in whose favour the Anchor Investors will transfer money
through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount
when submitting a Bid
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Term Description
Escrow Collection Bank(s) Bank(s), which are clearing members
and registered with SEBI as a ba nker to an issue under the SEBI
BTI Regulations and with whom the Escrow Account has been opened,
in this case being, ICICI Bank Limited
Escrow and Sponsor Bank Agreement
The escrow and sponsor bank agreement dated September 8, 2020
entered into between our Company, the Selling Shareholders, the
Book Running Lead Managers, the Registrar to the Offer and the
Banker to the Offer for, inter alia, collection of the Bid Amounts
from the Anchor Investors, transfer of funds to the Public Offer
Account and where a pplicable, refunds of the amounts collected
from the Anchor Investors, on the terms and conditions thereof, in
accordance with the UPI Circulars
Floor Price The lower end of the Price Band, subject to any
revision thereto, at or above which the Offer Price and the Anchor
Investor Offer Price will be finalised and below which no Bids will
be accepted
Fugitive Economic Offender An individual who is declared a
fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018
General Information Document or GID
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,
suitably modified and updated pursuant to, among others, the
circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the
circular (CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, the
circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018,
the circula r (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1,
2018, the circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3,
2019, the circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28,
2019, the circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26,
2019, circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8,
2019, circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 and the circular no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
March 30, 2020, as amended from time to time. The General
Information Document shall be available on the websites of the
Stock Exchanges and the BRLMs
I-Sec ICICI Securities Limited
JM Financial JM Financial Limited Kotak Kotak Mahindra Capital
Company Limited Mutual Fund Portion 5% of the Net QIB Portion or
387,871 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 Offer The Offer less the Employee Reservation Portion
Net Proceeds Proceeds of the Offer less Offer expenses. For
details in relation to use of the Net Proceeds and the Offer
expenses, see “Objects of the Offer” beginning on page 85
Net QIB Portion The portion of the QIB Portion less the number
of Equity Shares Allotted to the Anchor Investors
Non-Institutional Bidders, Non-Institutional Investors or
NIIs
All Bidders that are not QIBs or RIBs and who have Bid for
Equity Shares, for an amount of more than ₹ 200,000 (but not
including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not
less than 15% of the Net Offer comprising 5,818,062 Equity Shares
which shall be available for allocation on a proportionate basis to
Non -Institutional Bidders, subject to valid Bids being received at
or above the Offer Price
Non-Resident A person resident outside India, as defined under
FEMA and includes NRIs, FPIs and FVCIs Non-Resident Indians or
NRI(s)
A non-resident Indian as defined under the FEMA Rules
Offer / Offer for Sale The initial public offer of up to
38,987,081 Equity Shares of face value of ₹ 10 each for cash at a
price of ₹ [●] each (including a share premium of ₹ [●] per Equity
Share), aggregating up to ₹ [●] million, comprising an offer for
sale of up to 10,459,949 Equity Shares by SBI, up to 10,459,949
Equity Shares by LIC, up to 10,459,949 Equity Shares by BOB, up to
3,803,617 Equity Shares by PNB and up to 3,803,617 Equity Shares by
TRP
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Term Description
Offer Agreement The offer agreement dated December 18, 2019
entered into between our Company, the Selling Shareholders and the
Book Running Lead Managers, pursuant to which certain arrangements
are agreed to in relation to the Offer
Offer Price The final price at which Equity Shares will be
Allotted to ASBA Bidders in terms of th is Red Herring Prospectus.
Equity Shares will be Allotted to Anchor Investors at the Anchor
Investor Offer Price in terms of this Red Herring Prospectus. The
Offer Price will be decided by our Company in consultation with the
Book Running Lead Managers on the Pricing Date in accordance with
the Book Building Process and this Red Herring Prospectus
Offered Shares Up to 38,987,081 Equity Shares aggregating to ₹
[●] million offered by the Selling Shareholders in the Offer for
Sale
Price Band The price band of a minimum price of ₹ [●] per Equity
Share (Floor Price) and the maximum price of ₹ [●] per Equity Share
(Cap Price) including revisions thereof. The Price Band and the
minimum Bid Lot for the Offer will be decided by our Company and
the Selling Shareholders in consultation with the Book Running Lead
Managers and will be advertised in all editions of English national
daily newspaper, Financial Express, all editions of Hindi national
daily newspaper, Jansatta and Mumbai edition of the Marathi daily
newspaper Navshakti (Marathi being the regional language of
Maharashtra, where our Registered Office is located) each with wide
circulation, at least two Working Days prior to the Bid/Offer
Opening Date and shall be available to the Stock Exchanges for the
purpose of uploading on their respective websites
Pricing Date The date on which our Company, in consultation with
the Book Running Lead Managers, will finalise the Offer Price
Prospectus The prospectus to be filed with the RoC on or after
the Pricing Date in accordance with Section 26 of the Companies Act
and the SEBI ICDR Regulations containing, inter alia, the Offer
Price that is determined at the end of the Book Building Process,
the size of the Offer and certain other information including any
addenda or corrigenda thereto
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’
account opened, in accordance with Section 40(3) of the Companies
Act with the Public Offer Account Bank to receive monies from the
Escrow Accounts and the ASBA Accounts on the Designated Date
Public Offer Account Bank(s) Bank(s) with whom the Public Offer
Account for collection of Bid Amounts from Escrow Accounts and ASBA
Accounts have been opened, in this case being ICICI Bank
Limited
QIB Portion The portion of the Offer (including the Anchor
Investor Portion) being not more than 50% of the Net Offer
comprising 19,393,540 Equity Shares which shall be allocated to
QIBs (including Anchor Investors), subject to valid Bids being
received at or above the Offer Price
QIBs, QIB Bidders or Qualified Institutional Buyers
Qualified institutional buyers as defined under Regulation
2(1)(ss) of the SEBI ICDR Regulations
QP or Qualified Purchaser “qualified purchasers”, as defined in
section 2(a)(51) of the U.S. Investment Company Act
Red Herring Prospectus or RHP This red herring prospectus dated
September 21, 2020 issued by our Company in accordance with Section
32 of the Companies Act, and the provisions of the SEBI ICDR
Regulations, which does not have complete particulars of the price
at which the Equity Shares will be offered and the size of the
Offer, including any addenda or corrigenda thereto. The Bid/Offer
Opening Date shall be at least three Working Days after the filing
of this Red Herring Prospectus with the RoC and will become the
Prospectus upon filing with the RoC on or after the Pricing
Date
Refund Bank(s) The Banker(s) to the Offer with whom the Refund
Account(s) has been opened, in this case being, ICICI Bank
Limited
Registrar Agreement The registrar agreement dated December 16,
2019 entered into between our Company, the Selling Shareholders and
the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer
Registrar to the Offer or Registrar
KFin Technologies Private Limited (formerly known as Karvy
Fintech Private Limited)
Regulation S Regulation S under the U.S. Securities Act
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Term Description
Retail Individual Bidder(s), Retail Individual Investor(s),
RII(s) or RIB(s)
Resident Indian individual Bidders submitting Bids, who have Bid
for the Equity Shares for an amount not more than ₹ 200,000 in any
of the bidding options in the Offer (including HUFs applying
through their Karta) and Eligible NRIs
Retail Portion The portion of the Offer being not less than 35%
of the Net Offer comprising 13,575,479 Equity Shares, which shall
be available for allocation to RIBs in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above
the Offer Price
RTAs or Registrar and Share Transfer Agents
The registrar and share transfer agents registered with SEBI and
eligible to procure Bids from relevant Bidders at the Designated
RTA Locations in terms of SEBI circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
and available on the website of the Stock Exchanges at
www.nseindia.com and www.bseindia.com
Rule 144A Rule 144A under the U.S. Securities Act SBICAP SBI
Capital Markets Limited Self-Certified Syndicate Bank(s) or
SCSB(s)
The banks registered with SEBI, offering services (i) in
relation to ASBA (other than through UPI Mechanism), a list of
which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
as applicable, or such other website as updated from time to time,
and (ii) in relation to ASBA (through UPI Mechanism), a list of
which is available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
or such other website as may be prescribed by SEBI and updated from
time to time
Selling Shareholders SBI, LIC, BOB, PNB and TRP Share Escrow
Agent The share escrow agent appointed pursuant to the Share Escrow
Agreement namely, KFin
Technologies Private Limited (formerly known as Karvy Fintech
Private Limited )
Share Escrow Agreement The share escrow agreement dated
September 8, 2020 entered into between our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the
transfer of the Offered Shares under the Offer by the Selling
Shareholders and credit of such Equity Shares to the demat accounts
of the Allottees in accordance with the Basis of Allotment
Sponsor Bank ICICI Bank Limited, registered with SEBI as a
banker to an issue, appointed by our Company to act as a conduit
between the Stock Exchanges and NPCI in order to push the mandate
collect requests and / or payment instructions of the RIBs using
the UPI Mechanism, in terms of the UPI Circulars
Syndicate or members of the Syndicate
The Book Running Lead Managers and the Syndicate Members
Syndicate Agreement The syndicate agreement dated September 19,
2020 entered into between our Company, the Selling Shareholders,
the Registrar and the members of the Syndicate in relation to
collection of Bid cum Application Forms by the Syndicate
Syndicate Members The intermediaries registered with SEBI who
are permitted to carry out activities as an underwriter, namely
Investec Capital Services (India) Private Limited, JM Financial
Services Limited, Kotak Securities Limited, and SBICAP Securities
Limited
Underwriters [●] Underwriting Agreement The underwriting
agreement to be entered into between our Company, the Selling
Shareholders and the Underwriters, on or after the Pricing Date,
but prior to filing the Prospectus with the RoC
UPI Unified payments interface which is an instant payment
mechanism, developed by NPCI
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138
dated November 1, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular no. (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019,
circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8,
2019, circular no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30,
2020 and any subsequent circulars or notifications issued by SEBI
in this regard
UPI Mandate Request A request (intimating the RIB by way of a
notification on the UPI application and by way of a SMS for
directing the RIB to such UPI mobile application) to the RIB
initiated by the
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10
Term Description
Sponsor Bank to authorise blocking of funds on the UPI
application equivalent to Bid Amount and subsequent debit of funds
in case of Allotment
UPI Mechanism Process for applications by RIBs submitted with
intermediaries with UPI as mode of payment, in terms of the UPI
Circulars
UPI ID ID created on the UPI for single-window mobile payment
system developed by the NPCI U.S. Bank Holding Company Act
U.S. Bank Holding Company Act of 1956
U.S. Investment Company Act U.S. Investment Company Act of 1940,
as amended U.S. Securities Act U.S. Securities Act of 1933, as
amended U.S. Persons “U.S. persons”, as defined in Regulation S
under the U.S. Securities Act
U.S. QIBs “qualified institutional buyers”, as defined in Rule
144A Volcker Rule Section 13 of the U.S. Bank Holding Company Act
Wilful Defaulter Wilful Defaulter as defined under Regulation
2(1)(lll) of the SEBI ICDR Regulations
Working Day All days on which commercial banks in Mumbai are
open for business; provided however, with reference to (a)
announcement of Price Band; and (b) Bid/Offer Period, the term
Working Day shall mean all days, excluding Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for
business; and (c) the time period between the Bid/Offer Closing
Date and the listing of the Equity Shares on the Stock Exchanges,
“Working Day” shall mean all trading days of the Stock Exchanges,
excluding Sundays and bank holidays, as per circulars issued by
SEBI, including the UPI Circulars
Conventional and General Terms or Abbreviations
Term Description
₹, Rs., Rupees or INR Indian Rupees AGM Annual general
meeting
AIF Alternative Investment Fund as defined in and registered
with SEBI under the SEBI AIF Regulations
AS or Accounting Standards Accounting standards issued by the
ICAI
AY Assessment year Category I AIF AIFs who are registered as
“Category I Alternative Investment Funds” under the SEBI AIF
Regulations
Category II AIF AIFs who are registered as “Category II
Alternative Investment Funds” under the SEBI AIF Regulations
Category III AIF AIFs who are registered as “Category III
Alternative Investment Funds” under the SEBI AIF Regulations
Category I FPIs FPIs who are registered as “Category I foreign
portfolio investors” under the SEBI FPI Regulations
Category II FPIs FPIs who are registered as “Category II foreign
portfolio investors” under the SEBI FPI Regulations
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited CERSAI Central
Registry of Securitisation Asset Reconstruction and Security
Interest CIN Corporate Identity Number
Companies Act Companies Act, 2013, along with the relevant
rules, clarifications and modifications made thereunder
Consolidated FDI Policy Consolidated Foreign Direct Investment
Policy notified by the DPIIT under D/o IPP F. No. 5(1)/2017-FC-1
dated the August 28, 2017, effective from August 28, 2017
COVID-19 Coronavirus disease 2019, a respiratory illness caused
by the Novel Coronavirus and a public health emergency of
international concern as declared by the World Health Organization
on January 30, 2020 and a pandemic on March 11, 2020
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11
Term Description
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996 DIN Director
Identification Number DIPAM Department of Investment and Public
Asset Management, Ministry of Finance, Government
of India DP or Depository Participant A depository participant
as defined under the Depositories Act DP ID Depository
Participant’s Identification
DPIIT Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (formerly
known as Department of Industrial Policy and Promotion)
EPFO Employees’ Provident Fund Organisation EPS Earnings per
share FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, read with rules and
regulations thereunder FEMA Rules Foreign Exchange Management
(Non-debt Instruments) Rules, 2019 Financial Year, Fiscal, Fiscal
Year or FY
Unless stated otherwise, the period of 12 months ending March 31
of that particular year
FPI Foreign portfolio investors as defined under the SEBI FPI
Regulations FVCI Foreign venture capital investors as defined and
registered under the SEBI FVCI Regulations
GAAR General anti-avoidance rules GDP Gross domestic product GoI
or Government or Central Government
Government of India
GST Goods and services tax IBC The Insolvency and Bankruptcy
Code, 2016
ICAI The Institute of Chartered Accountants of India IFRS
International Financial Reporting Standards Indian Penal Code The
Indian Penal Code, 1860
Income Tax Act The Income-tax Act, 1961 Ind AS Indian Accounting
Standards notified under the Companies (Indian Accounting
Standards)
Rules, 2015
India Republic of India Indian GAAP Generally Accepted
Accounting Principles in India IRDAI Insurance Regulatory and
Development Authority of India
IST Indian Standard Time IT Information Technology KYC Know Your
Customer
National Investment Fund National Investment Fund set up by
resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the
GoI, published in the Gazette of India
NAV Net Asset Value
Negotiable Instruments Act The Negotiable Instruments Act, 1881
NOF Net owned funds Novel Coronavirus Severe acute respiratory
syndrome coronavirus 2, a strain of coronavirus that causes
coronavirus disease 2019, a respiratory illness. NPCI National
Payments Corporation of India NR Non-Resident
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Term Description
NRI A person resident outside India, who is a citizen of India
or a person of Indian origin, and shall have the meaning ascribed
to such term in the Foreign Exchange Management (Deposit)
Regulations, 2000
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited OCB or Overseas
Corporate Body
A company, partnership, society or other corporate body owned
directly or indirectly to the extent of at least 60% by NRIs
including overseas trusts, in which not less than 60% of beneficial
interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003 and immediately before
such date had taken benefits under the general permission granted
to OCBs under FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum P/E Ratio Price to Earnings Ratio
PAN Permanent Account Number PAT Profit After Tax Pension Fund
Regulations Pension Fund Regulatory and Development Authority
(Pension Fund) Regulations, 2015
PFRDA Pension Fund Regulatory and Development Authority PFRDA
Act Pension Fund Regulatory and Development Authority Act, 2013
PMLA Prevention of Money Laundering Act, 2002
PoP Registered point of presence in terms of the Point of
Presence Regulations Point of Presence Regulations Pension Fund
Regulatory and Development Authority (Point of Presence)
Regulations, 2018 RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934 SARFAESI Act The
Securitization and Reconstruction of Financial Assets and
Enforcement of Securit y
Interest Act, 2002
Scheme(s) Scheme established under and in accordance with the
SEBI Mutual Fund Regulations and shall, where the context so
permits/requires, include the schemes launched pursuant to the
provisions of the UTI Act which shall have vested in the UTI Mutual
Fund
SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities
Contracts (Regulation) Rules, 1957 SEBI 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 BTI Regulations Securities
and Exchange Board of India (Bankers to an Issue) Regulations,
1994
SEBI FPI Regulations Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2019 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,
2018
SEBI Investment Advisers Regulations
Securities and Exchange Board of India (Investment Advisers)
Regulations, 2013
SEBI Listing Regulations Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015
SEBI Mutual Fund Regulations Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996 SEBI Merchant Bankers
Regulations
Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992
SEBI Portfolio Managers Regulations
Securities and Exchange Board of India (Portfolio Managers)
Regulations, 2020
SEBI SBEB Regulations SEBI (Share Based Employee Benefits)
Regulations, 2014
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Term Description
SEBI Takeover Regulations Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations,
2011
SEBI VCF Regulations Erstwhile Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996
Stamp Act The Indian Stamp Act, 1899 State Government The
government of a state in India Stock Exchanges BSE and NSE
STT Securities Transaction Tax Systemically Important NBFC
Systemically important non-banking financial company as defined
under Regulation
2(1)(iii) of the SEBI ICDR Regulations
U.S., US, USA or United States United States of America USD or
US$ United States Dollars UTI Act The Unit Trust of India Act,
1963
UTI Repeal Act The Unit Trust of India (Transfer of Undertaking
and Repeal) Act, 2002 VCFs Venture Capital Funds as defined in and
registered with SEBI under the SEBI VCF
Regulations
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CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND
MARKET DATA
Certain Conventions
All references to “India” contained in this Red Herring
Prospectus are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian
Government”, “GoI”, “Central Government” or the “State Government”
are to the Government of India, central or state, as applicable.
All references to the “U.S.”, “US”, “USA” or “United States” are to
the United States of America and its territories and possessions,
all references to “U.K”, or “United Kingdom” are to the United
Kingdom of Great Britain and Northern Ireland, all references to
“Singapore” are to the Republic of Singapore, all references to
“Mauritius” are to the Republic of Mauritius, and all references to
“Guernsey” are to the island of Guernsey, Channel Islands.
Unless otherwise specified, any time mentioned in this Red
Herring Prospectus is in Indian Standard Time (“ IST”). Unless
indicated otherwise, all references to a year in this Red Herring
Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this
Red Herring Prospectus are to the page numbers of this Red Herring
Prospectus.
Financial Data
Unless stated otherwise, the financial information and financial
ratios in this Red Herring Prospectus have been derived from our
Restated Financial Information. For further information, see
“Restated Financial Information” beginning on page 213.
Our Company’s financial year commences on April 1 and ends on
March 31 of the next year. Accordingly, all references in this Red
Herring Prospectus to a particular Financial Year, Fiscal or Fiscal
Year, unless stated otherwise, are to the 12-month period ended on
March 31 of that particular calendar year.
Our restated consolidated financial statements of assets and
liabilities as at and for the three months ended June 30, 2020 and
June 30, 2019 and Financial Years ended March 31, 2020, March 31,
2019 and March 31, 2018 and our restated statements of profit and
loss (including other comprehensive income), restated consolidated
statement of changes in equity and restated consolidated statement
of cash flow for the three months ended June 30, 2020 and June 30,
2019 and Financial Years ended March 31, 2020, March 31, 2019 and
March 31, 2018, together with the annexures and notes thereto and
the examination report, thereon, are prepared and presented in
accordance with Ind AS, in each case restated in accordance with
the requirements of the SEBI ICDR Regulations and the Guidance Note
on “Reports in Company Prospectuses (Revised 2019)” issued by
ICAI.
There are significant differences between Ind AS, U.S. GAAP and
IFRS. Our Company does not provide reconciliation of its financial
information to IFRS or U.S. GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial
data included in this Red Herring Prospectus and it is urged that
you consult your own advisors regarding such differences and their
impact on our financial data. 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 policies and
practices, the Companies Act, Ind AS, and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices on the financial disclosures
presented in this Red Herring Prospec tus should, accordingly, be
limited. For risks relating to significant differences between Ind
AS and other accounting principles, see “Risk Factors – 51.
Significant differences exist between Ind AS, U.S. GAAP and IFRS,
which may be material to investors’ assessments of our financial
condition.” beginning on page 54.
Unless the context otherwise indicates, any percentage amounts
(excluding certain operational metrics), relating to the finan cial
information of our Company in the “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Conditional
and Results of Operations” beginning on pages 24, 146 and 314,
respectively, and elsewhere in this Red Herring Prospectus have
been calculated on the basis of our Restated Fina ncial
Information.
Currency and Units of Presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the
official currency of the Republic of India; and
• “USD” or “US$” are to United States Dollar, the official
currency of the United States.
• “SGD” are to Singapore Dollar, the official currency of the
Republic of Singapore.
• “GBP” or “£” are to the Pound Sterling, official currency of
the United Kingdom.
Our Company has presented certain numerical information in this
Red Herring Prospectus in “million” units. One million represents
1,000,000, one billion represents 1,000,000,000 and one trillion
represents 1,000,000,000,000.
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However, where any figures that may have been sourced from
third-party industry sources are expressed in denominations other
than millions, such figures appear in this Red Herring Prospectus
in such denominations as provided in the respective sources .
In this Red Herring Prospectus, any discrepancies in any table
between the total and the sums of the amounts listed are due to
rounding off. Except in the sections “Risk Factors”, “Our
Business”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, where figures have been
rounded off to the first decimal, all figures derived from our
Restated Financial Information in decimals have been rounded off to
the second decimal and all percentage figures have been rounded off
to two decimal places. However, where any figures may have been
sourced from third -party industry sources, such figures may be
rounded off to such number of decimal places as provided in such
respective sources.
Exchange Rates
This Red Herring Prospectus contains conversion of certain other
currency amounts into Indian Rupees that have been presented solely
to comply with the SEBI ICDR Regulations. These conversions should
not be construed as a representation that these currency amounts
could have been, or can be converted into Indian Rupees, at any
particular rate.
The following table sets forth, for the periods indicated,
information with respect to the exchange rate between the Rupee and
the US$, SGD and GBP:
(Amount in ₹) Currency As on June 30, 2020 As on March 31, 2020
As on March 29, 2019* As on March 28,
2018**
1 US$ 75.58 75.39 69.17 65.04 1 SGD 53.99 52.68 50.98 49.44 1
GBP 92.69 93.08 90.48 92.28
(Source: www.rbi.org.in, www.fbil.org.in and www.oanda.com) *
Exchange rate as on March 29, 2019, as RBI Reference Rate is not
available for March 30, 2019 being Saturday and March 31, 2019
being a Sunday. ** Exchange rate as on March 28, 2018, as RBI
Reference Rate is not available for March 29, 2018 and March 30,
2018 being public
holidays and March 31, 2018 being a Saturday.
Industry and Market Data
Unless stated otherwise, industry and market data used in this
Red Herring Prospectus has been obtained or derived from the
reports titled “Assessment of mutual fund industry in India” dated
August, 2020 (“CRISIL Report”) prepared by CRISIL, and publicly
available information as well as other industry publications and
sources. The CRISIL Report have been prepared at the request of our
Company.
Industry publications generally state that the information
contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable
but their accuracy and completeness are not guaranteed and their
reliability cannot be assured. Accordingly, no investment decisions
should be based on such information. We believ e the industry and
market data used in this Red Herring Prospectus is reliable,
however, it has not been independently verified by our Company, the
Selling Shareholders or the Book Running Lead Managers or any of
their affiliates or advisors and none of these parties, jointly or
severally, make any representation as to the accuracy of this
information . The data used in these sources may have been
re-classified by us for the purposes of presentation. Data from
these sources may also not be comparable.
The extent to which the market and industry data used in this
Red Herring Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in
compiling such data. There are no standard data gathering
methodologies in the industry in which business of our Company is
conducted, and methodologies and assumptions may vary widely among
different 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 – 41. This Red Herring Prospectus
contains information from third parties and an industry report
which we have commissioned from CRISIL Research (the “Industry
Report”).” beginning on page 48.
Disclaimer of CRISIL
“CRISIL Research, a division of CRISIL Limited (CRISIL) has
taken due care and caution in preparing this report (Report) based
on the Information obtained by CRISIL from sources which it
considers reliable (Data). However, CRISIL does not guarantee the
accuracy, adequacy or completeness of the Data / Report and is not
responsible for any errors or omissions or f or the results
obtained from the use of Data / Report. This Report is not a
recommendation to invest / disinvest in any entity covered in the
Report and no part of this Report should be construed as an expert
advice or investment advice or any form of investment banking
within the meaning of any law or regulation. CRISIL especially
states that it has no liability whatsoever to the subscribers /
users / transmitters/ distributors of this Report. Without limiting
the generality of the foregoing, nothing in t he Report is to be
construed as CRISIL providing or intending to provide any services
in jurisdictions where CRISIL does not have the necessary
permission and/or registration to carry out its business activities
in this regard. UTI Asset Management Company Limited will be
responsible for ensuring compliances and consequences of non
-compliances for use of the Report or
http://www.rbi.org.in/
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part thereof outside India. CRISIL Research operates
independently of, and does not have access to information obtained
by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure
Solutions Ltd (CRIS), which may, in their regular operations,
obtain information of a confidential nature. The views expressed in
this Report are that of CRISIL Research and not of CRISIL’s Ratings
Division / CRIS. No part of this Report may be published/reproduced
in any form without CRISIL’s prior written approval.” Disclaimer by
Nielsen (India) Private Limited
“Nielsen Information reflects estimates of market conditions
based on samples, and is prepared primarily as a marketing research
tool for consumers, service providers and others in the industry.
This information should not be viewed as a basis for investments
and references to Nielsen should not be considered as Nielsen’s
opinion as to the value of any security or the advisability of
investing in the company.” Disclaimer by ICRA Analytics Limited
(formerly known as ICRA Online Limited)
“All information contained herein is obtained by ICRA Analytics
Limited (formerly known as ICRA Online Limited) (“ICRA”) from
sources believed by it to be accurate and reliable. Because of the
possibility of human or mechanical error as well as other factors,
however, all information contained herein is provided “AS IS”
without warranty of any kind. ICRA adopts all necessary measures so
that the information it uses is of sufficient quality and from
sources ICRA considers to be reliable including, when appropriate,
independent third-party sources. However, ICRA is not an auditor
and cannot in every instance independently verify or validate
information received in preparing this document. All information
contained herein must be construed solely as statements of opinion,
and ICRA or its affiliates or group companies and its respective
and any of its officers, directors, personnel and employees,
disclaim liability to any loss, damage of any nature, including but
not limited to direct, indirect, punitive, special, exemplary,
consequential, as also any loss of profit in any way arising from
the use of this document or its contents in any manner or for any
contingency within or beyond the control of, ICRA or any of its
directors, officers, employees, agents, representatives, licensors
or suppliers, arising from or in connection with the information
contained herein or the use of or inability to use any such
information. Opinions expressed in the document are not the
opinions of our holding company, ICRA Limited , and should not be
construed as any indication of credit rating or grading of ICRA
Limited for any instruments that have been issued or are to be
issued by any entity. The recipient alone shall be fully
responsible and/or are liable for any decision taken on the basis
of this document and/or the information contained herein.”
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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Equity Shares have not been reviewed or recommended by any
U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not
confirmed the accuracy or d etermined the adequacy of this Red
Herring Prospectus or approved or disapproved the Equity Shares.
Any representation to the contrary is a criminal offence in the
United States. In making an investment decision, investors must
rely on their own examination of our Company and the terms of the
Offer, including the merits and risks involved. The Equity Shares
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”) or any other
applicable law of the United States (or any state or other
jurisdiction therein), and may not be offered or sold within the
United States or to, or for the account or benefit of, “U.S.
persons” (as defined in Regulation S under the U.S. Securities Act
(“Regulation S”)) (“U.S. Persons”) except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Our Company has not registered and does not intend
to register under the U.S. Investment Company Act of 1940, as
amended (the “U.S. Investment Company Act”), and investors will not
be entitled to the benefits of the U.S. Investment Company Act.
Accordingly, the Equity Shares are only being offered and sold (a)
to persons in the United States or to, or for the account or
benefit of, U.S. Persons, in each case that are both “qualified
institutional buyers” (as defined in Rule 144A under the U.S.
Securities Act (“Rule 144A”) and referred to in this Red Herring
Prospectus as “U.S. QIBs” and, for the avoidance of doubt, the term
U.S. QIBs does not refer to a category of institutional investor
defined under applicable Indian regulations and referred to in this
Red Herring Prospectus as QIBs) and “qualified purchasers” (as
defined under the U.S. Investment Company Act and referred to in
this Red Herring Prospectus as “QPs”) in transactions exempt from
or not subject to the registration requirements of the U.S.
Securities Act in reliance on Rule 144A and of the U.S. Investment
Company Act in reliance on Section 3(c)(7) of the U.S. Investm ent
Company Act; and (b) outside the United States to investors that
are not U.S. Persons nor persons acquiring for the account or
benefit of U.S. Persons in “offshore transactions” (as def ined in
Regulation S) in reliance on Regulation S and the applicable laws
of the jurisdiction where those offers and sales occur.
The Equity Shares may not be re-offered, re-sold, pledged or
otherwise transferred except in an offshore transaction in
accordance with Regulation S to a person outside the United States
and no t known by the transferor to be a U.S. Person by
pre-arrangement or otherwise (including, for the avoidance of
doubt, a bona fide sale on BSE or NSE). See “Legal and Other
Information — Other Regulatory and Statutory Disclosures —
Eligibility and Transfer Restrictions”, on page 362.
As we are relying on an analysis that our Company does not come
within the definition of an “investment company” under the U.S.
Investment Company Act because of the exception provided under
Section 3(c)(7) thereof, our Company may be considered a “covered
fund” as defined in the Volcker Rule. See “Risk Factors— 64. U.S.
regulation of investment activities may negatively affect the
ability of banking entities to purchase our Equity Shares.”
beginning on page 58.
The Equity Shares have not been and will not be registered,
listed or otherwise qualified in any jurisdiction outside India and
may not be offered or sold, and Bids may not be made, by persons in
any such jurisdiction except in compliance with the applicable laws
of such jurisdiction.
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FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain “forward-looking
statements”. These forward-looking statements generally can be
identified by words or phrases such as “aim”, “anticipate”,
“believe”, “expect”, “estimate”, “intend”, “likely to”,
“objective”, “plan”, “propose”, “project”, “seek to”, “will”, “will
continue”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our strategies,
objectives, plans or goals are also forward -looking statements.
All forward-looking statements are subject to risks, uncertainties,
expectations and assumptions about us that could cause actual
results to differ materially from those contemplated by the
relevant forward-looking statement.
Actual results may differ materia lly from those suggested by
forward-looking statements due to risks or uncertainties associated
with expectations relating to and including, regulatory changes
pertaining to the industries in India in which we operate 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 its business activit ies or
investments, the monet