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RED HERRING PROSPECTUSDated: January 22, 2016
Please read Section 32 of the Companies Act, 2013100% Book Built Issue
TEAMLEASE SERVICES LIMITEDOur Company was originally incorporated as a private limited company, under the Companies Act, 1956 on February 02, 2000 with Registrar of Companies, Mumbai, Maharashtra, India, under the name India Life Chakravarti Actuarial Services Private Limited in Mumbai, India. The name of our Company was changed to Team Lease Services Private Limited and a fresh certificate of incorporation consequent upon change of name was issued on January 24, 2002. Our Company was converted into a public limited company on May 15, 2015 and the name of our Company was changed to Team Lease Services Limited and a fresh certificate of incorporation was issued on May 15, 2015. Subsequently, the name of our Company was changed to TeamLease Services Limited and a fresh certificate of incorporation was issued on July 24, 2015. For details of change in the name and Registered Office of our Company please refer to “History and Certain Corporate Matters” on page 148.
Registered Office: Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India; Tel: + 91 22 6641 9500; Fax: + 91 22 2656 6548Corporate Office: 6th Floor, BMTC Commercial Complex, 80 Feet Road, Koramangala, Bengaluru 560 095, Karnataka, India; Tel: + 91 80 3300 2345; Fax: + 91 80 3324 3001
Contact Person and Compliance Officer: Mruthunjaya Murthy C., Company Secretary and Compliance Officer; Tel: + 91 80 3324 3406; Fax: + 91 80 3324 3001 E-mail: [email protected] Website: www.teamlease.com
Corporate Identity Number: U74140MH2000PLC124003OUR PROMOTERS: MANISH MAHENDRA SABHARWAL, ASHOK KUMAR NEDURUMALLI, MOHITKARAN VIRENDRA GUPTA, HR OFFSHORING VENTURES PTE LTD.,
MKS MANAGEMENT CONSULTANCY SERVICES LLP, NED CONSULTANTS LLP AND DHANA MANAGEMENT CONSULTANCY LLP PUBLIC ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF TEAMLEASE SERVICES LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ` [●] MILLION COMPRISING OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ` 1,500 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 275,977 EQUITY SHARES BY GAJA CAPITAL INDIA FUND-I (“GCIF”), UP TO 76,660 EQUITY SHARES BY GAJA ADVISORS PRIVATE LIMITED (“GAPL”), UP TO 1,180,569 EQUITY SHARES BY GPE (INDIA) LTD. (“GIL”), UP TO 1,533,206 EQUITY SHARES BY INDIA ADVANTAGE FUND S3 I (“IAF”) AND UP TO 153,321 EQUITY SHARES BY HR OFFSHORING VENTURES PTE LTD. (“HROV”) (THE “SELLING SHAREHOLDERS”) AGGREGATING UP TO `[●] MILLION (THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER COMPRISES A NET OFFER TO THE PUBLIC OF [●] EQUITY SHARES (THE “NET OFFER”) AND A RESERVATION OF UP TO 10,000 EQUITY SHARES AGGREGATING UP TO `[●] MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE “EMPLOYEE RESERVATION PORTION”). THE NET OFFER WILL CONSTITUTE AT LEAST 25% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BRLMs AND WILL BE ADVERTISED IN ALL ENGLISH EDITIONS OF THE FINANCIAL EXPRESS, ALL HINDI EDITIONS OF THE JANSATTA AND THE MARATHI EDITION OF NAVSHAKTI (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE 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”) 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 after such revision of the Price Band, 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 BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the BRLMs and at the terminals of the other members of the Syndicate and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), Registrar to the Offer and Share Transfer Agent(s), Collecting Depository Participants and the Registered Brokers.In terms of Rule 19(2)(b)(i) of the SCRR, this is a Net Offer for at least 25% of the post-Offer paid-up Equity Share capital of our Company. The Offer is being made through the Book Building Process, in compliance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), wherein at least 75% of the Net Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and the Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 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 remainder of the QIB Portion (excluding the Anchor Investor 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. If at least 75% of the Net Offer cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. For details in relation to allocation to Retail Individual Bidders, specific attention of the investors is invited to “Offer Procedure – Basis of Allotment” on page 430. All potential investors, other than Anchor Investors, shall participate in this Offer mandatorily through the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). For details, please refer to “Offer Procedure” on page 396.
RISK IN RELATION TO THE FIRST ISSUEThis being the first public Offer of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 and the Offer Price is [●] times the face value. The Floor Price is [] times the face value and the Cap Price is [] times the face value. The Offer Price (determined by our Company and the Selling Shareholders, in consultation with the BRLMs as stated under the section “Basis for Offer Price” on page 98) 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 of the issuer or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKSInvestments 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 offered in the Offer have not been 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 the section “Risk Factors” on page 15.
ISSUER’S 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 of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each Selling Shareholder accepts responsibilities severally and not jointly only for statements made expressly by it in this Red Herring Prospectus in relation to itself in connection with the Offer for Sale and the Equity Shares offered by it in the Offer for Sale. Each Selling Shareholder assumes no responsibility for any other statements, including, inter alia, any of the statements made by or relation to the Company, other Selling Shareholders or their respective businesses in this Red Herring Prospectus.
IPO GRADINGThe Offer has been graded by CRISIL Research and has been assigned a CRISIL IPO grade of '4/5' indicating that the fundamentals of the Offer are above average relative to other listed equity shares in India. For details, please refer to “General Information” on page 60.
LISTINGThe Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to the letters dated September 30, 2015 and September 29, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
IDFC Securities LimitedNaman Chambers, C-32G Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051Maharashtra, IndiaTel: +91 22 6622 2600Fax: +91 22 6622 2501Email:[email protected] Investor grievance email:[email protected]: www.idfccapital.comContact Person: Gaurav GoyalSEBI Registration No.: MB/INM000011336
Credit Suisse Securities (India) Private Limited Ceejay House, 9th FloorPlot F, Shivsagar EstateDr. Annie Besant RoadWorli, Mumbai 400 018Maharashtra, IndiaTel: +91 22 6777 3885Fax: +91 22 6777 3820Email: [email protected] grievance email: [email protected] Website: www.credit-suisse.com Contact Person: Somwrita BiswasSEBI Registration No.: MB/INM000011161
ICICI Securities Limited(2)ICICI Center, H.T. Parekh MargChurchgate, Mumbai 400 020Maharashtra, IndiaTel: +91 22 2288 2460Fax: +91 22 2282 6580E-mail: [email protected] Investor grievance email:[email protected] Website: www.icicisecurities.com Contact Person: Ayush JainSEBI Registration No.: MB/INM000011179
Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32Gachibowli, Financial District Nanakramguda, Hyderabad 500 032Telangana, IndiaTel: +91 40 6716 2222Fax: +91 40 2300 1153 Email: [email protected] grievance email: [email protected]: www.karisma.karvy.com Contact Person: M Murali Krishna SEBI Registration No.: INR000000221
BID/OFFER PROGRAMMEBID/OFFER OPENS ON TUESDAY, FEBRUARY 02, 2016(1)
BID/OFFER CLOSES ON THURSDAY, FEBRUARY 04, 2016 (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) ICICI Venture Funds Management Company Limited (“I-VEN”) is the investment manager to IAF, one of the Selling Shareholders. I-VEN and I-Sec are wholly owned subsidiaries of ICICI Bank Limited and hence defined as ‘associates’ within the
definition of SEBI Merchant Bankers Regulations. In compliance with proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and the proviso to Regulation 5(3) of the SEBI ICDR Regulations, I-Sec, as a BRLM, will only be involved in the marketing of the Offer. I-Sec has signed the due diligence certificate dated September 10, 2015, and has accordingly been disclosed as a BRLM.
TABLE OF CONTENTS
SECTION I: GENERAL ................................................................................................................................................................................ 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................................ 1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................................................................. 10
FORWARD-LOOKING STATEMENTS ....................................................................................................................................................... 13
SECTION II: RISK FACTORS ................................................................................................................................................................... 15
RISKS RELATING TO OUR BUSINESS...................................................................................................................................................... 15
SECTION III: INTRODUCTION ............................................................................................................................................................... 38
SUMMARY OF INDUSTRY ......................................................................................................................................................................... 38
SUMMARY OF OUR BUSINESS ................................................................................................................................................................. 41
SUMMARY OF FINANCIAL INFORMATION ........................................................................................................................................... 47
THE OFFER ................................................................................................................................................................................................... 60
GENERAL INFORMATION.......................................................................................................................................................................... 62
CAPITAL STRUCTURE ................................................................................................................................................................................ 73
OBJECTS OF THE OFFER ............................................................................................................................................................................ 90
BASIS FOR OFFER PRICE ........................................................................................................................................................................... 98
STATEMENT OF TAX BENEFITS ............................................................................................................................................................. 102
SECTION IV: ABOUT OUR COMPANY ................................................................................................................................................ 110
INDUSTRY OVERVIEW............................................................................................................................................................................. 110
OUR BUSINESS .......................................................................................................................................................................................... 131
REGULATIONS AND POLICIES ............................................................................................................................................................... 142
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................................................................. 148
OUR MANAGEMENT ................................................................................................................................................................................. 156
OUR PROMOTERS ..................................................................................................................................................................................... 171
OUR GROUP COMPANIES ........................................................................................................................................................................ 181
RELATED PARTY TRANSACTIONS ........................................................................................................................................................ 187
DIVIDEND POLICY .................................................................................................................................................................................... 188
SECTION V: FINANCIAL INFORMATION .......................................................................................................................................... 189
FINANCIAL STATEMENTS ....................................................................................................................................................................... 189
FINANCIAL INDEBTEDNESS ................................................................................................................................................................... 342
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................... 346
SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................................................................ 360
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................................................................... 360
GOVERNMENT APPROVALS ................................................................................................................................................................... 365
OTHER REGULATORY AND STATUTORY DISCLOSURES................................................................................................................. 371
SECTION VII: OFFER INFORMATION ............................................................................................................................................... 387
TERMS OF THE OFFER ............................................................................................................................................................................. 387
OFFER STRUCTURE .................................................................................................................................................................................. 391
OFFER PROCEDURE .................................................................................................................................................................................. 396
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................................................................. 442
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ....................................................................................... 443
SECTION IX: OTHER INFORMATION ................................................................................................................................................. 483
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................................................................... 483
DECLARATION .......................................................................................................................................................................................... 491
1
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, Act or regulation
shall be to such legislation, Act or regulation, as amended from time to time.
Company Related Terms
Term Description
Articles of Association Articles of Association of our Company, as amended
Board/ Board of
Directors
Board of Directors of our Company or a duly constituted committee thereof
Corporate Office Corporate office of our Company located at 6th Floor, BMTC Commercial Complex, 80 Feet Road,
Koramangala, Bengaluru 560 095, Karnataka, India
Corporate Promoters HR Offshoring Ventures Pte Ltd., MKS Management Consultancy Services LLP, NED Consultants LLP and
Dhana Management Consultants, LLP
Director(s) Director(s) on the Board of Directors of our Company
Equity Shares Equity shares of our Company of face value of ₹10 each, being fully paid-up ESOP 2011 TeamLease Employees Stock Options Plan Scheme, 2011 adopted by the Board on June 27, 2011
ESOP 2015 TeamLease Employees Stock Options Scheme, 2015 adopted on July 09, 2015 by the Board and approved on
July 10, 2015 by the Shareholders of our Company
Executive Directors Executive Directors of our Company being Manish Mahendra Sabharwal and Ashok Kumar Nedurumalli
GAPL Gaja Advisors Private Limited having its registered office at G-133, Sarita Vihar, New Delhi 110 044
GCIF Gaja Capital India Fund-I, is a trust created under the Indian Trust Act, 1882 and registered under the
Registration Act, 1908, having its registered office at G-133, Sarita Vihar, New Delhi 110 044 and registered
with SEBI as a domestic venture capital fund, represented by its trustee, Gaja Trustee Company Private Limited, a company incorporated in India under the Companies Act, 1956, having its registered office at G-133, Sarita
Vihar, New Delhi 110 044 (“GTPL”)
GIL GPE (India) Ltd. having its principal office at 14, Poudriere Street, Office 905, 9th Floor, Sterling Tower, Port
Louis, Mauritius
IAF India Advantage Fund S3 I, a trust registered under the Indian Trusts Act, 1882 and registered with SEBI as a
domestic venture capital fund, represented by its trustee, IDBI Trusteeship Services Limited, a company
registered under the provisions of the Companies Act, 1956, and having its registered office at Asian Building, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001 (“IDBI”), acting through its investment manager ICICI
Venture Funds Management Company Limited, a public limited company incorporated under the Companies
Act, 1956, and having its registered office at ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025
Independent Directors Independent Directors of our Company being Latika Prakash Pradhan, Narayan Ramachandran and V.
Raghunathan
Group Companies Our group companies are as follows:
ICAP India Private Limited;
Neev Schools Private Limited;
India Life Capital Private Limited;
Lupin Ventures Private Limited;
Hansini Management Consultant Private Limited;
ICAP Institutional Stock Exchange of India Limited; and
Global Crossover Venture Pte. Ltd.
For details, please refer to “Our Group Companies” on page 181
HROV HR Offshoring Ventures Pte Ltd.
Hansini Hansini Management Consultant Private Limited earlier known as India Life Credit Holdings Private Limited
(“ILCHPL”)
ICICI Venture Funds
Management Company Limited/ I-
VEN
A public limited company incorporated under the Companies Act, 1956, and having its registered office at ICICI
Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025
IDBI IDBI Bank
IIJT IIJT Education Private Limited
ITHS Indian Tourism and Hospitality Skills Education Private Limited
Individual Promoters Manish Mahendra Sabharwal, Ashok Kumar Nedurumalli and Mohitkaran Virendra Gupta
Key Management
Personnel/ KMP
Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations and
disclosed in the section “Our Management” on page 168
2
Term Description
Memorandum of Association/ MO A
Memorandum of Association of our Company, as amended
NEAS National Employability Apprenticeship Services
Our Company, the
Company, the Issuer
TeamLease Services Limited, a company incorporated under the Companies Act, 1956 and having its Registered
Office at No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India
Promoters Promoters of our Company being, Manish Mahendra Sabharwal, Ashok Kumar Nedurumalli, Mohitkaran
Virendra Gupta, HR Offshoring Ventures Pte Ltd., MKS Management Consultancy Services LLP, NED
Consultants LLP, and Dhana Management Consultancy LLP. For details, please refer to “Our Promoters” on page 171
Promoter Group Persons and entities constituting the promoter group of our Company in terms of regulation 2(1)(zb) of the SEBI
ICDR Regulations and disclosed in the section “Our Promoters” on page 177
Registered Office Registered office of our Company located at Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India
Registrar of
Companies/ RoC
Registrar of Companies, Mumbai, Maharashtra, India
Restated Consolidated Financial Information
The restated consolidated financial information of the Company, along with its subsidiaries, which comprises of the restated consolidated statement of assets and liabilities as at September 30, 2015, March 31, 2015, September
30, 2014, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, the restated consolidated
statement of profit and loss and the restated consolidated cash flow statement for the six months ended September 30, 2015 and 2014 and for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012
and March 31, 2011 and notes to the restated consolidated statements of assets and liabilities, profit and loss and
cash flows as of and for the six months ended September 30, 2015 and 2014 and for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011
Restated Financial
Information
Collectively, the Restated Consolidated Financial Information and the Restated Standalone Financial Information
Restated Standalone
Financial Information
The restated standalone financial information of the Company which comprises of the restated standalone
statement of assets and liabilities as at September 30, 2015, March 31, 2015, September 30, 2014, March 31,
2014, March 31, 2013, March 31, 2012 and March 31, 2011, the restated standalone statement of profit and loss and the restated standalone cash flow statement for the six months ended September 30, 2015 and 2014 and for
the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011 and
notes to the restated standalone statements of assets and liabilities, profit and loss and cash flows as of and for the six months ended September 30, 2015 and 2014 and for the years ended March 31, 2015, March 31, 2014, March
31, 2013, March 31, 2012 and March 31, 2011.
SBI State Bank of India
SSSA The share subscription and shareholders agreement dated March 30, 2011, entered into amongst the Company, the Individual Promoters, HROV, certain members of the Promoter Group, namely India Life Credit Holdings
Private Limited, Kavitha Sabharwal, and GTPL (acting for and on behalf of GCIF), GAPL, GIL and IAF
Shareholders Shareholders of our Company from time to time
Statutory Auditors Statutory auditors of our Company, namely, Price Waterhouse & Co Bangalore LLP, Chartered Accountants
Subsidiaries or individually known as
Subsidiary
Subsidiaries of our Company namely: IIJT, TLEF, ITHS and NEAS
TCFSL Tata Capital Financial Services Limited
TLEF TeamLease Education Foundation
TLSU TeamLease Skills University, a university established under the Gujarat Private Universities Act, 2009, as
amended and sponsored by TLEF
we, us, our Unless the context otherwise indicates or implies, refers to our Company, together with its Subsidiaries
Offer Related Terms
Term Description
Acknowledgement
Slip
The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of the Bid cum
Application Form
Allot/ Allotment/
Allotted
Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the
Equity Shares offered by the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted the Equity Shares
after the Basis of Allotment has been approved by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor Form
The 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 the Red Herring Prospectus and Prospectus
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations
Anchor Investor Allocation Price
The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Herring Prospectus and Prospectus, which will be decided by our Company and the Selling Shareholders in consultation with the BRLMs
Anchor Investor Bid/
Offer Period
The day, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be
submitted
Anchor Investor Escrow Account
Account opened with the Escrow Collection Bank and in whose favour the Anchor Investors will transfer the money through direct credit/ NEFT/ RTGS in respect of the Bid Amount while submitting a Bid
Anchor Investor Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red Herring Prospectus
3
Term Description
Offer Price 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 and the Selling Shareholders in consultation with
the BRLMs
Anchor Investor Portion
Up to 60% of the QIB Portion which may be allocated by our Company and the Selling Shareholders in consultation with the BRLMs to Anchor Investors on a discretionary basis
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above 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 authorising an SCSB to
block the Bid Amount in the ASBA Account
ASBA Account An account maintained with an SCSB and specified in the Bid cum Application Form submitted by ASBA Bidders
for blocking the Bid Amount mentioned in the Bid cum Application Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder Prospective investors (other than Anchor Investors) in the Offer who intend to submit Bids through the ASBA
process
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus
Banker to the Offer/
Escrow Collection
Bank
The Bank which is a clearing member and registered with SEBI as a banker to an issue and with whom the Anchor
Investor Escrow Account will be opened, in this case being HDFC Bank Limited
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and which is described in the
section “Offer Procedure” on page 430
Bid An indication to make an offer during the Bid/ Offer Period by a Bidder pursuant to submission of the Bid cum Application Form, or during the Anchor Investor Bid/ Offer Period by the Anchor Investors, 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
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 Bidder/blocked
in the ASBA Account upon submission of the Bid
Bid cum Application
Form
The form used by a Bidder, to make a Bid and which will be considered as the application for Allotment or
transfer, as the case may be, in terms of the Red Herring Prospectus and the Prospectus
Bid Lot [] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/ Offer Closing Date
Except in relation to any Bids received from the Anchor Investors, the date after which the Syndicate, the Designated Branches and the Registered Brokers will not accept any Bids, which shall be notified in all English
editions of the Financial Express, all Hindi editions of the Jansatta and the Marathi edition of the Navshakti, each
with wide circulation. Our Company and the Selling Shareholders may, in consultation with the BRLMs, 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 Syndicate, the Designated
Branches and the Registered Brokers shall start accepting Bids, which shall be notified in all English editions of the Financial Express, all Hindi editions of the Jansatta and the Marathi edition of the Navshakti, each with wide
circulation
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions
thereof
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and Anchor Investor
Book Building
Process
Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in terms of which the Offer is
being made
Book Running Lead Managers or BRLMs
The book running lead managers to the Offer namely, IDFC Securities Limited, Credit Suisse Securities (India) Private Limited and ICICI Securities Limited
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the Bid cum Application Forms to a
Registered Broker
The details of such Broker Centres, along with the names and contact details of the Registered Broker are available
on the respective website of the Stock Exchanges at:
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm.
CAN/ Confirmation
of Allocation Note
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated the
Equity Shares, after the Anchor Investor Bid/ Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price will not be finalised and above which no Bids will
be accepted
Client ID Client identification number of the Bidder’s beneficiary account
Company Secretary
and Compliance Officer
The Company Secretary and Compliance Officer of our Company i.e., Mruthunjaya Murthy C.
Credit Suisse Credit Suisse Securities (India) Private Limited
Collecting A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is eligible to
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3
4
Term Description
Depository Participant or CDP
procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Cut-off Price Offer Price, finalised by our Company and the Selling Shareholders in consultation with the BRLMs
Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. No other category of Bidders is entitled to Bid at the Cut-off Price
Designated Branches Such branches of the SCSBs which shall collect the Bid cum Application Forms used by the ASBA Bidders, a list
of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time
Designated CDP
Locations
Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor status,
occupation and bank account details
Designated Date The date on which the Escrow Collection Bank transfers funds from the Anchor Investor Escrow Accounts to the
Public Issue Account or the Refund Account, as appropriate, and the SCSBs issue instructions for transfer of funds from the ASBA Accounts, to the Public Issue Account or unblock such amounts, as appropriate, in terms of the
Red Herring Prospectus, following which the board of directors may Allot Equity Shares to successful Bidders/
Applicants in the Offer
Designated
Intermediary(ies)
Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect
ASBA Forms from the ASBA Bidders, in relation to the Offer
Designated RTA Locations
Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept
ASBA Forms are available on the respective websites of the Stock Exchanges at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm
Designated Stock
Exchange
NSE
Draft Red Herring
Prospectus or DRHP
The Draft Red Herring Prospectus dated September 10, 2015, 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, including any addendum or corrigendum thereto
Eligible employees All or any of the following:
(a) permanent and full time employee of our Company or its Subsidiaries (excluding such employees who are not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines and our Promoters and his immediate relatives) as of the date of filing of the Red Herring Prospectus with the RoC
and who continues to be an employee of our Company or the Subsidiaries, until Allotment and is based,
working and present in India as on the date of Allotment; and
(b) director of our Company or Subsidiary, whether a whole time Director or otherwise (excluding such Directors not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines and our Promoter and his immediate relatives) as of the date of filing the Red Herring Prospectus with the RoC and
who continues to be a Director of our Company or Subsidiary until Allotment and is based and present in
India as on the date of Allotment
The maximum bid under the Employee Reservation Portion by an Eligible Employee shall not exceed ` 200,000 Eligible NRI(s) NRI(s) 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 the Red Herring Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares
Employee
Reservation Portion Reservation of up to 10,000 Equity Shares aggregating to ` [] million in favour of our Company’s Eligible Employees.
Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, Karvy Computershare Private Limited
Escrow Agreement Agreement entered into by our Company, the Selling Shareholders, the Registrar to the Offer, the BRLMs, the Escrow Collection Bank and the Refund Bank for collection of the Bid Amounts and where applicable, refunds of
the amounts collected from the Anchor Investors, on the terms and conditions thereof
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form in case of joint Bids, whose name shall
also appear as the first holder of the beneficiary account held in joint names
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
Fresh Issue The fresh issue of up to [●] Equity Shares aggregating up to ₹ 1,500 million by our Company Gaja Selling
Shareholder(s)
GCIF, GAPL and GIL, together referred to as the Gaja Selling Shareholders
General Information Document / GID
General Information Document prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified and included in the section “Offer Procedure” on page 408
Gross Proceeds Gross proceeds is proceeds of the Fresh Issue including Offer related expenses
IDFC IDFC Securities Limited
I-Sec ICICI Securities Limited
Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htmhttp://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm
5
Term Description
Maximum RIB Allottees
Maximum number of Retail Individual Bidders who can be allotted the minimum Bid Lot. This is computed by dividing the total number of Equity Shares available for Allotment to Retail Individual Bidders by the minimum
Bid Lot
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion) or [●] Equity Shares which shall be available for
allocation to Mutual Funds only
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations,
1996
Net Offer The Offer less Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses
For further information about use of the Offer Proceeds and the Offer expenses, please refer to “Objects of the
Offer” on page 90
Non-Institutional Bidders
All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount more
than ₹ 200,000 (but not including NRIs other than Eligible NRIs) Non-Institutional Portion
The portion of the Offer being not more than 15% of the Net Offer consisting of [●] 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 a non resident Indian, FIIs, FPIs and FVCIs
Offer/ Issue The public offer of up to [●] Equity Shares for cash at a price of ₹ [●] each, aggregating ₹ 1,500 million comprising the Fresh Issue and up to 275,977 Equity Shares by GCIF, up to 76,660 Equity Shares by GAPL, up to 1,180,569 Equity Shares by GIL, up to 1,533,206 Equity Shares by IAF and up to 153,321 Equity Shares by
HROV aggregating up to ` [●] million, comprising the Offer for Sale Offer Agreement The agreement dated September 10, 2015 between our Company, the Selling Shareholders and the BRLMs,
pursuant to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale of up to 275,977 Equity Shares by GCIF, up to 76,660 Equity Shares by GAPL, up to 1,180,569 Equity Shares by GIL, up to 1,533,206 Equity Shares by IAF and up to 153,321 Equity Shares by HROV
aggregating up to ` [●] million Offer Price The final price at which Equity Shares will be Allotted in terms of the Red Herring Prospectus
The Offer Price will be decided by our Company and the Selling Shareholders in consultation with the BRLMs on
the Pricing Date
Offer Proceeds The proceeds of the Offer that is available to our Company and the Selling Shareholders
Price Band 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 size for the Offer will be decided by our Company and the Selling Shareholders in consultation with the BRLMs and will be advertised, at
least five Working Days prior to the Bid/ Offer Opening Date, in all English editions of the Financial Express, all
Hindi editions of the Jansatta and the Marathi edition of the Navshakti, each with wide circulation
Pricing Date The date on which our Company and the Selling Shareholders, in consultation with the BRLMs, will finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance with Section 26 of the Companies
Act, 2013, 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 Issue Account Account opened with the Banker to the Offer by our Company and the Selling Shareholders under the Companies
Act to receive monies from the Anchor Investor Escrow Account(s) and the ASBA Accounts
QIB Category/ QIB Portion
The portion of the Offer (including the Anchor Investor Portion) being at least 75% of the Net Offer consisting of [●] Equity Shares which shall be Allotted to QIBs (including Anchor Investors)
Qualified
Institutional Buyers
or QIBs
Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations
Red Herring
Prospectus or RHP
This Red Herring Prospectus issued in accordance with Section 32 of the Companies Act, 2013 and the provisions
of the SEBI ICDR Regulations, which will 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 Red Herring Prospectus will be registered with the RoC at least three days before the Bid/ Offer Opening Date and will become the
Prospectus upon filing with the RoC after the Pricing Date
Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount (excluding refund to ASBA Bidders) shall be made
Refund Bank HDFC Bank Limited
Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other than the BRLMs and the
Syndicate Member and eligible to procure Bids in terms of the circular No. CIR/CFD/14/2012 dated October 04, 2012 issued by the SEBI
Registrar to the Offer
and Share Transfer
Agents/RTAs
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated RTA
Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar to the Offer
or Registrar
Karvy Computershare Private Limited
Retail Individual
Bidder(s)/ Retail Individual Investor
/RII(s)
Individual Bidders 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 and does not include
NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10% of the Net Offer consisting of [●] Equity Shares which shall be available for allocation to Retail Individual Bidder(s) in accordance with the SEBI ICDR Regulations
6
Term Description
Revision Form Form used by the Bidders, including ASBA Bidders, to modify the quantity of the Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s)
QIB Bidders and Non-Institutional Bidders are not allowed to lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage
Self Certified
Syndicate Banks or
SCSBs
The banks registered with SEBI, offering services in relation to ASBA, a list of which is available on the website
of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised- Intermediaries
Selling Shareholders GCIF, GAPL, GIL, IAF and HROV, and together referred to as the Selling Shareholders
Share Escrow
Agreement
Agreement entered into between the Selling Shareholders, our Company and the Escrow Agent in connection with
the transfer of Equity Shares under the Offer for Sale by the Selling Shareholders and credit of such Equity Shares
to the demat account of the Allottees
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders
Syndicate Agreement Agreement entered into among the BRLMs, the Syndicate Member, our Company and the Selling Shareholders in
relation to the procurement of Bids in the Offer
Syndicate Member Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, in this case being, Sharekhan Limited
Syndicate or
Members of the
Syndicate
The BRLMs and the Syndicate Member
Underwriters The BRLMs and the Syndicate Member
Underwriting
Agreement
The agreement among the Underwriters, our Company and the Selling Shareholders to be entered into on or after
the Pricing Date
Working Day "Working Day" means all days, other than second and fourth Saturday of the month, Sunday or a public holiday, 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, “Working Day” shall mean all days, excluding all Saturdays, Sundays or a
public holiday, on which commercial banks in Mumbai are open for business; and with reference to 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 Stock Exchanges, excluding Sundays and bank holidays.
Technical/Industry Related Terms/ Abbreviations
Term Description
ALCS Associate Lifecycle System
Associate Employees Qualified job seekers who are employed by our Company to fulfil the temporary staffing requirements of our
clients
CABE Central Advisory Board of Education
CLCS Candidate Lifecycle System
COMS Center Operation Management System
CRISIL Report Market Assessment for Temporary Staffing in India dated April, 30, 2015 prepared by CRISIL Research
Enterprise learning
solutions
Technical training and training materials provided by us to corporate clients
Institutional learning solutions
Skill development services provided by us under various Government schemes/ programme
Formal sector The formal sector comprises government entities, public/private limited companies and other registered
organisations
Informal sector Informal sector comprises all unincorporated proprietary, partnership enterprises and enterprises whose activities or collection of data is not regulated under any legal provision and/or which do not maintain any regular accounts
NETAP National Employability through Apprenticeship Program
NSDC National Skill Development Corporation
NSDP National Skill Development Policy
Recruitment process outsourcing
Employer outsources its entire or partial recruitment activities to a third-party.
Retail learning
solutions
Training programs offered by us in IT, Finance and Retail
Recruitment process outsourcing
Employer outsources its entire or partial recruitment activities to a third-party.
RLCS Regulatory Lifecycle System
Staffing Staffing or flexi-staffing refers to payroll or temporary staffing services
Conventional and General Terms or Abbreviations
Term Description
AGM Annual General Meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the Securities and Exchange Board of
India (Alternative Investments Funds) Regulations, 2012
Apprentices Act The Apprentices Act, 1961, as amended
AS/ Accounting Accounting Standards issued by the Institute of Chartered Accountants of India
7
Term Description
Standards
BSE BSE Limited
CAGR Compounded Annual Growth Rate, being the annualised average year-over-year growth rate over a specified period
of time
Category I Foreign
Portfolio Investors FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
Category II
Foreign Portfolio
Investors
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as “Category III foreign portfolio investors” under the SEBI FPI Regulations
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CESTAT Customs, Excise and Service Tax Appellate Tribunal
CIN Corporate Identity Number
CIT(A) Commissioner of Income Tax (Appeals)
CLRA Act The Contract Labour (Regulation and Abolition) Act, 1970, as amended
CLPRA Act Child Labour (Prohibition and Regulation) Act, 1986, as amended
CST Commissioner of Service Tax
Companies Act Companies Act, 1956, as amended and Companies Act, 2013, as applicable
Companies Act,
1956
Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of
the sections of the Companies Act, 2013) along with the relevant rules made thereunder, as amended
Companies Act, 2013
Companies Act, 2013, to the extent in force pursuant to the notification of sections of the Companies Act, 2013, along with the relevant rules made thereunder
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996, as amended
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India
DP ID Depository Participant’s Identification
DP/ Depository
Participant A depository participant as defined under the Depositories Act
EC Act The Employees Compensation Act, 1923, as amended
EGM Extraordinary General Meeting
EPF Act The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, as amended
EPS Earnings Per Share
Equity Listing
Agreement
Listing Agreement to be entered into with the Stock Exchanges on which the Equity Shares of our Company are to be
listed pursuant to Listing Regulations
ER Act The Equal Remuneration Act, 1976, as amended
ESI Act Employees State Insurance Act, 1948, as amended
ESIC Employees’ State Insurance Corporation
FAQ Frequently Asked Questions
FCNR Foreign Currency Non-Resident
FD Fixed Deposit
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended and read with rules and regulations thereunder
FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and amendments thereto
FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations
FPI(s) A Foreign Portfolio Investor as defined under the SEBI FPI Regulations
Financial Year/ Fiscal/ FY
Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FIPB Foreign Investment Promotion Board
FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI Regulations
GDP Gross Domestic Product
GoI or Government
Government of India
Gujarat Private
Universities Act Gujarat Private Universities Act, 2009, as amended
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ID Act The Industrial Disputes Act, 1947, as amended
IESO Act The Industrial Employment (Standing Orders) Act, 1946, as amended
IFRS International Financial Reporting Standards
Income Tax Act The Income Tax Act, 1961, as amended
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
Insurance Broker
Regulations
Insurance Regulatory and Development Authority (Insurance Brokers) Regulations, 2013
Ind AS Indian Accounting Standards
IPO Initial public offering
8
Term Description
IRDA Insurance Regulatory and Development Authority
ISMW Act Inter State Migrant Workmen (Regulation of Employment & Conditions of Service) Act, 1979, as amended
IST Indian Standard Time
IT Information Technology
MRTUPULP Act The Maharashtra Recognition of Trade Unions And Prevention Of Unfair Labour Practices Act, 1971, as amended
MWMHRA Act The Maharashtra Workmen’s Minimum House Rent Allowance Act, 1983
LIBOR London Interbank Offered Rate
Maternity Benefit Act
The Maternity Benefit Act, 1961
Minimum Wages
Act The Minimum Wages Act, 1948
N.A./ NA Not Applicable
NAV Net Asset Value
NBFC Non-banking financial company registered with the RBI
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
NR Non-resident
NRE Account Non Resident External Account
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
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB/ Overseas
Corporate Body
A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by
NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly
or indirectly and which was in existence on October 03, 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/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
Payment of Bonus
Act
The Payment of Bonus Act, 1965, as amended
Payment of
Gratuity Act
The Payment of Gratuity Act, 1972, as amended
Payment of Wages
Act
The Payment of Wages Act, 1936, as amended
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
Registration Act Registration Act, 1908, as amended
₹/ Rs./ Rupees/ INR
Indian Rupees
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992, as amended
SEBI AIF
Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012, as amended
SEBI Depository
Regulations
Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended
SEBI FII
Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended
SEBI FPI
Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended
SEBI FVCI
Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended
SEBI ICDR
Regulations
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended
SEBI Mutual Fund
Regulations
Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI Portfolio
Manager
Regulations
Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993
SEBI Stock Broker
Regulations
Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992
SEBI VCF Regulations
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
U.S. Securities Act U.S. Securities Act, 1933, as amended
SGD Singapore Dollar
http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=196521
9
Term Description
SHWPPR Act Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended
S.No. Serial Number
STT Securities Transaction Tax
State Government The government of a state in India
Stock Exchanges The BSE and the NSE
Takeover Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended
Trademarks Act The Trademarks Act, 1999, as amended
UGC Regulations UGC (Establishment Of and Maintenance Of Standards In Private Universities) Regulations 2003
UK United Kingdom
U.S./ USA/ United States
United States of America
US GAAP Generally Accepted Accounting Principles in the United States of America
USD/ US$ United States Dollars
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF Regulations
WBHRA Act The West Bengal Workmen’s House Rent Allowance Act, 1974, as amended
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and
regulations made thereunder.
Notwithstanding the foregoing, terms in the sections “Statement of Tax Benefits”, “Industry Overview”,
“Financial Statements”, “Outstanding Litigation and Material Developments” and “Main Provisions of Articles
of Association” on pages 102, 110, 189, 360 and 443, respectively, shall have the meaning given to such terms
in such sections. Page numbers refer to page number of this Red Herring Prospectus, unless otherwise specified.
10
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in this Red Herring Prospectus to “India” are to the Republic of India, all references to the “USA”
or “United States” are to the United States of America and all references to “Singapore” are to the Republic of
Singapore.
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 data in this Red Herring Prospectus is derived from the Restated
Standalone Financial Information or the Restated Consolidated Financial Information prepared in accordance
with the Companies Act, 2013 and the SEBI ICDR Regulations.
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. All figures in decimals (including percentages) have been rounded off to one or
two decimals.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year; accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31
of that year.
There are significant differences between Indian GAAP, US GAAP and IFRS. Our Company follows Indian
GAAP and therefore does not provide reconciliation of its Restated Financial Information to IFRS or US
GAAP. Our Company has not attempted to explain those differences or quantify their impact on the Restated
Financial Information included in this Red Herring Prospectus and it is urged that you consult your own
advisors regarding such differences and their impact on our Company’s Restated Financial Information. For
details in connection with risks involving differences between Indian GAAP and IFRS, see “Risk Factors -
Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to investors' assessments of our financial condition” contained in this Red Herring
Prospectus on page 31. Accordingly, the degree to which the Restated 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 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 Prospectus should accordingly be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in the sections “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 15, 131 and 346 respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of the Restated Standalone Financial Information and Restated Consolidated Financial Information of our
Company prepared in accordance with the Companies Act, 2013 and the SEBI ICDR Regulations.
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;
“SGD” to the Singapore Dollar, the official currency of Republic of Singapore; and
“USD” or “US$” are to United Sates Dollar, the official currency of the United States
Our Company has presented certain numerical information in this Red Herring Prospectus in “million” units.
One million represents 1,000,000 and one billion represents 1,000,000,000.
11
Exchange Rates
This Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be
construed as a representation that these currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate or at all.
The following table sets forth, for the dates indicated, information with respect to the exchange rate between the
Rupee and (i) the SGD (in Rupees per SGD) and (ii) US$ (in Rupees per US$):
Currency As on March 31, 2012
(₹) As on March 31,
2013
(₹)
As on March 31, 2014
(₹) As on March 31, 2015
(`) As on
September 30, 2015 (₹)
SGD 41.24 43.81 47.45 45.40 46.06
US$ 51.85 54.35 59.75 62.42 65.63
Source of exchange rate: www.oanda.com
In case March 31 of any of the respective years is a public holiday, rate as on the previous calendar day not being a public holiday has been considered.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from publicly available information as well as industry publications and sources.
Industry publications generally state that the information contained in such publications have 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. Although we believe the industry and
market data used in this Red Herring Prospectus is reliable, it has not been independently verified by us or the
BRLMs or any of their affiliates or advisors. The data used in these sources may have been reclassified by us for
the purposes of presentation. Data from these sources may also not be comparable. Such data involves risks,
uncertainties and numerous assumptions and is subject to change based on various factors, including those
discussed in the section “Risk Factors” on page 15. Accordingly, investment decisions should not be based
solely on such information.
The information in the section "Industry Overview" has been extracted from data and statistics derived from
reports prepared by third party consultants, CRISIL Report prepared by CRISIL that was commissioned by us
for the purposes of this Red Herring Prospectus. We have not commissioned any other report other than CRISL
Report for the purposes of this Red Herring Prospectus. Except for CRISIL Report, market and industry related
data used in this Red Herring Prospectus have been obtained or derived from publicly available documents and
other industry sources which have not been prepared or independently verified by the Company, the BRLMs or
any of their respective affiliates or advisors. Such information, data and statistics may be approximations or may
use rounded numbers. Certain data has been reclassified for the purpose of presentation and much of the
available information is based on best estimates and should therefore be regarded as indicative only and treated
with appropriate caution. Industry sources and publications may also base their information on estimates,
projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors should not place
undue reliance on, or base their investment decision on this information.
Certain information in the “Summary of Industry”, “Summary of Our Business”, “Industry Overview” and “Our
Business” on pages 38 , 41, 110 and 131 has been obtained from various industry sources identified in these
sections.
In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 100 includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we, the Selling Shareholders nor the BRLMs have independently verified such information.
Further, in accordance with Regulation 51A of the SEBI ICDR Regulations, our Company may be required to
undertake an annual update of the disclosures made in the Red Herring Prospectus and make it publicly
available in the manner specified by SEBI. 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
12
in which the business of our Company is conducted, and methodologies and assumptions may vary widely
among different industry sources.
13
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, ”“objective”, “plan”, “project”, “seek to”, “will”, “will continue”, “will pursue” or other words
or phrases of similar import. Similarly, statements that describe our Company’s strategies, objectives, plans or
goals are also forward-looking statements. All forward-looking statements are based on our current plans,
estimates, presumptions and expectations and are subject to risks, uncertainties and assumptions about us that
could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties or assumptions associated with the expectations with respect to, but not limited to, regulatory
changes pertaining to the sectors in India in which our Company has businesses and its ability to respond to
them, its ability to successfully implement its strategy, its growth and expansion, technological changes, its
exposure to market risks, general economic and political conditions in India which have an impact on its
business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the
financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in
competition in its industry. Important factors that could cause actual results to differ materially from our
Company’s expectations include, but are not limited to, the following:
Our ability to control our business and operations against the current criminal and regulatory proceedings against our Directors and Individual Promoters;
Our ability to compete successfully against existing or new competitors, particularly in the unorganized segment;
Our ability to control our business due to fluctuations in general economic activities;
Our ability to control extensive government regulations and balance our other costs reducing our revenues and earnings;
Our ability to control loss of major clients, deterioration of their financial condition and prospects;
Our ability to realise anticipated benefits from future acquisitions;
Our ability to attract and retain qualified temporary personnel;
Our ability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our business;
Our ability to identify expansion opportunities or experience delays or other problems in implementing such projects; and
Our ability to utilize Net Proceeds to undertake acquisitions for which targets have not been identified.
For further discussion of factors that could cause the actual results to differ from the expectations, please refer to
“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 15, 131 and 346, respectively. By their nature, certain market risk disclosures
are only estimates and could be materially different from what actually occurs in the future. As a result, actual
gains or losses could materially differ from those that have been estimated and are not a guarantee of future
performance.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Red Herring
Prospectus and are not a guarantee of future performance. These statements are based on the management’s
beliefs and assumptions, which in turn are based on currently available information. Although we believe the
assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions
could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.
Neither our Company, our Directors, the Selling Shareholders, the BRLMs nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to
fruition. In accordance with SEBI requirements, our Company and BRLMs will ensure that investors in India
14
are informed of material developments until the time of the grant of listing and trading permission by the Stock
Exchanges for this Offer. Each Selling Shareholder will ensure that investors are informed of material
developments solely in relation to statements and undertakings specifically confirmed or made severally and not
jointly by such Selling Shareholder in this Red Herring Prospectus and the Prospectus until the time of the grant
of listing and trading permission by the Stock Exchanges.
The prospective financial information included in this Red Herring Prospectus has been prepared by, and is the
responsibility of, the Company's management. Price Waterhouse & Co Bangalore LLP, Chartered Accountants,
has neither examined, compiled, nor performed any procedures with respect to the prospective financial
information included in this Red Herring Prospectus and, accordingly, Price Waterhouse & Co Bangalore LLP,
Chartered Accountants does not express an opinion or any other form of assurance with respect thereto. Price
Waterhouse & Co Bangalore LLP, Chartered Accountants, reports included in this Red Herring Prospectus
relates only to the Company's Restated Standalone Financial Information and Restated Consolidated Financial
Information and statement of tax benefits. It does not extend to the prospective financial information and should
not be read to do so.
15
SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity
Shares, the industry in which we operate in or to India. Additional risks and uncertainties, not presently known
to us or that we currently deem immaterial may also impair our business, results of operations and financial
condition. If any of the following risks, or other risks that are not currently known or are now deemed
immaterial, actually occur, our business, results of operations and financial condition could suffer, the price of
our Equity Shares could decline, and you may lose all or part of your investment. To obtain a complete
understanding of our Company, prospective investors should read this section in conjunction with the section
titled “Our Business” and “Management’s Discussions and Analysis of Financial Condition and Results of
Operations” on pages 131 and 346, respectively, as well as the other financial and statistical information
contained in this Red Herring Prospectus. In making an investment decision, prospective investors must rely on
their own examination of us and the terms of the Issue including the merits and risks involved.
Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to a legal and regulatory environment which may differ in certain respects from that of
other countries. This Red Herring Prospectus also contains forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and elsewhere in
this Red Herring Prospectus. See “Forward-Looking Statements” on page 13.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this section. Unless otherwise stated, the financial
information of our Company used in this section has been derived from our Restated Consolidated Financial
Statements.
Risks relating to our business
1. We are involved in certain legal proceedings, any adverse developments related to which could materially and adversely affect our business, reputation and cash flows.
There are outstanding legal proceedings against our Company, certain of our Subsidiaries, Individual
Promoters and Directors, that are incidental to our business and operations. These proceedings are
pending at different levels of adjudication before various courts, tribunals and appellate tribunals. For
further details, see “Outstanding Litigation and Material Developments” on page 360. We cannot
assure you that these proceedings will be decided in our favour. Brief details of outstanding litigation
that have been initiated by and against our Company, our Promoters, our Directors, our Subsidiaries
and our Group Companies (as applicable) are set forth below:
Litigation against our Promoters
Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In ` Million)
Statutory notices 1 3.06
Litigation against our Company
Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In. ` Million)
Criminal 2 -
Labour 1 -
Statutory notices 3 3.06
Tax (direct and indirect) 2 15.71
Total 7 18.77*
*The amounts indicated are approximate amounts, wherever quantifiable.
Litigation against our Subsidiaries
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Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In ` Million)
Labour 1 -
Tax 3 78.55
Total 4 78.55**
**The amounts indicated are approximate amounts, wherever quantifiable.
Litigation against our Group Companies
Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In ` Million)
Civil 1 335.15
The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include
amounts claimed jointly and severally. If any new developments arise, such as a change in Indian law
or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial
statements that could increase our expenses and current liabilities. For further details of legal
proceedings involving our Company, our Subsidiaries, our Promoters and our Group Companies,
please refer to “Outstanding Litigation and Material Developments” on page 360.
2. We operate in a highly competitive and fragmented industry with low barriers to entry and may be unable to compete successfully against existing or new competitors, particularly in the unorganized
segment.
The staffing services market is highly fragmented and competitive. We compete in national and
regional markets with both full-service and specialized temporary staffing companies. While a majority
of our competitors are smaller than us in terms of revenues and number of Associate Employees,
several competitors, including the Indian affiliates or India-based operations of global players such as
Adecco S.A., Manpower Inc., Randstad Holding N.V. and Kelly Services, Inc. and Indian human
resources companies such as Quess Corp Limited, have substantial marketing and financial resources at
their disposal. We also face competition from various regional players. Price competition in the staffing
industry is intense, particularly for qualified industrial personnel. We expect that the level of
competition will remain high, which could directly impact the size of our workforce and therefore
potentially limit our ability to maintain or increase our market share or profitability. We also face the
risk of our current or prospective clients deciding to utilize their internal workforce or use independent
contractors or service providers in the unorganized segm