Definitions & Abbreviations in IPO
By: Yogin Vora on September 10, 2009
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DEFINITIONS AND ABBREVIATIONS
I. Conventional/ General Terms
| Terms |
Descriptions |
| AGM | Annual General Meeting of Pratibha Industries Limited |
| Articles / Articles of Association / AOA | Articles of Association of Pratibha Industries Limited |
| Companies Act / Act | The Companies Act, 1956 as amended from time to time |
| Depository | A Company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992 |
| Depositories Act | The Depositories Act, 1996, as amended from time to time |
| Depository Participant | A depository participant registered as such under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992 |
| FEMA | Foreign Exchange Management Act, 1999, as amended from time to time, and the regulations framed there under |
| FDI | Foreign Direct Investment |
| FII | Foreign Institutional Investor [as defined under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000] registered with SEBI. |
| Financial year / Fiscal year / FY | Period of twelve months ended March 31 of that particular year |
| Indian GAAP | Generally accepted accounting principles in India |
| I.T. Act | The Income-Tax Act, 1961, as amended from time to time |
| Memorandum / MOA | Memorandum of Association of Pratibha Industries Limited |
| NRI / Non-Resident Indian | A person resident outside India who is a citizen of India or is person of Indian origin as defined in Foreign Exchange Management (Deposit) Regulations, 2000] |
| ROC | Registrar of Companies, Maharashtra situated at 100, Everest Building, Marine Lines, Mumbai 400002 |
| RBI | Reserve Bank of India |
| SCRR | Securities Contracts (Regulation) Rules, 1957, as amended from time to time. |
| 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 from time to time |
| SEBI/(DIP) Guidelines | SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended, including instructions and clarifications issued by SEBI from time to time |
II. OFFERING RELATED TERMS
| Allotment | Issue of Equity Shares of the Company pursuant to the Public Issue to the successful Bidders. |
| Allottee | The successful Bidder to whom the Equity Shares are being issued. |
| Bankers to the Issue | ICICI Bank Limited, Standard Chartered Bank, Deutsche Bank, Kotak Mahindra Bank Limited |
| Bid | An indication to make an offer made during the Bidding Period by a prospective investor to subscribe to Equity Shares of the Company at a price within the Price Band, including all revisions and modifications thereto |
| Bid Price / Bid Amount | The amount equal to highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder on submission of the Bid in the Issue |
| Bid Opening Dates / Issue Opening Date | The date on which the Syndicate Members shall start accepting Bids for the Issue, which shall be the date notified in a widely circulated English national newspaper, a Hindi national newspaper and a Marathi regional newspaper |
| Bid Closing Date / Issue Closing Date | The date after which the Syndicate Members will not accept any Bids for the Issue, which shall be notified in a widely circulated English national newspaper, a Hindi national newspaper and a Marathi regional newspaper |
| Bid cum Application Form | The Form in terms of which the Bidder shall make an offer to purchase the Equity Shares of the Company and which will be considered as the application for allotment of the Equity Shares in terms of this  Red Herring Prospectus |
| Bidder | Any prospective investor who makes a Bid pursuant to the terms of this  Red Herring Prospectus |
| Bidding Period / Issue Period | The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids |
| Book Building Process | Book building route as provided under Chapter XI of the SEBI Guidelines, in terms of which, this Issue is being made |
| BRLM | Book Running Lead Manager to the Issue, in this case being Vivro Financial Services Private Limited |
| CAN / Confirmation of Allocation Note | The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares in accordance with the Book Building Process |
| Cap Price | The higher end of the Price Band, above which the Issue Price will not be finalized and above which no bids will be accepted |
| Cut-off price | Cut-off price refers to any price within the Price Band. A Bid submitted at Cut-off is a valid Bid at all price levels within the Price Band |
| Designated Stock Exchange | Bombay Stock Exchange Limited |
| Designated Date | The date on which the funds are transferred from the Escrow Account of the Company to the Public Issue Account after the Prospectus is filed with the ROC, following which the Board of Directors shall allot Equity Shares to successful bidders |
| Red Herring Prospectus | This  Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars on the price at which the Equity Shares are offered and size of the Issue. It carries the same obligations as are applicable in case of a Prospectus and will be filed with ROC at least three days before the bid/offer opening date. It will become a Prospectus after filing with ROC after the pricing |
| Equity Shares | Equity Shares of the Company of the face value Rs. 10 each, unless otherwise specified in the context thereof |
| Escrow Account | Account opened with the Escrow Collection Bank(s) and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount and refunds (if any) of the amount collected to the Bidders |
| Escrow Agreement | Agreement entered into amongst the Company, the Registrar, the Escrow Collection Bank(s), the Syndicate Members and the BRLMs for collection of the Bid Amounts and refunds (if any) of the amounts collected to the Bidders |
| Escrow Collection Bank(s) | ICICI Bank Limited, Standard Chartered Bank, Deutsche Bank, Kotak Mahindra Bank Limited. |
| First Bidder | The Bidder whose name appears first in the Bid cum Application Form or Revision Form |
| Floor Price | The lower end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted. |
| Fresh Issue / Issue / Public Issue / Offer | Public Issue of 42,85,000 new Equity Shares of Rs. 10/- each for cash at the Issue Price of Rs. [•] per equity share aggregating to Rs. [•] Lakhs by the Company in terms of this  Red Herring Prospectus |
| Issue Account | Account opened with the Banker to the issue to receive monies from the Escrow Accounts on the Designated Date |
| Issuer | Pratibha Industries Limited |
| Issue Price | The final price at which Equity Shares will be issued and allotted in terms of this  Red Herring Prospectus, as determined by the Company in consultation with the BRLMs, on the Pricing Date |
| Margin Amount | The amount paid by the Bidder at the time of submission of his/her Bid, being 10% to 100% of the Bid Amount |
| Members of the Syndicate | The BRLM and the Syndicate Members |
| Non-Institutional Bidders | All Bidders that are not Qualified Institutional Buyers, or Retail Individual Bidders and who have Bid for Equity shares for an amount more than Rs.1,00,000. |
| Non-Institutional Portion | The portion of the Issue being a minimum of 5,78,475 Equity Shares of Rs. 10/- each available for allocation to Non-Institutional Bidders |
| Pay-in-date | The last date specified in the CAN sent to the Bidders |
| Pay-in-Period | This term means
(i) With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/issue Opening Date and extending until the Bid/issue Closing Date, and (ii) With respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/issue Opening Date and extending until the closure of the Pay-in-Date. |
| Price Band | The Price band of a minimum price (Floor Price) of Rs.100/- and the maximum price (Cap Price) of Rs. 120/- and includes revision |
| Pricing Date | The date on which the Company in consultation with the BRLM finalizes the Issue Price |
| Promoters | Mr. Ajit B. Kulkarni, Mrs. Usha B. Kulkarni, Mr. Datta B. Kulkarni, Mr. Vinayak B. Kulkarni, Mr. Ramdas B. Kulkarni and Pratibha Shareholding Private Limited |
| Prospectus | The Prospectus filed with the ROC containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information |
| Public Issue Account | In accordance with Section 73 of the Companies Act, 1956, an account opened with the Banker(s) to the Issue to receive monies from the Escrow Account for the Issue on the Designated Date |
| QIB Portion | The portion of the net issue being not less than mandatory 19,28,250 Equity Shares of Rs. 10 each at the Issue Price, available for allocation to QIBs |
| Qualified Institutional
Buyers/ QIBs |
Public Financial Institutions as specified in Section 4A of the Companies Act, Scheduled Commercial Banks, Mutual Funds registered with SEBI, Foreign Institutional Investors registered with SEBI, Multilateral And Bilateral Development Financial Institutions, Venture Capital Funds registered with SEBI, Foreign
Venture Capital Investors registered with SEBI, State Industrial Development Corporations, Insurance Companies registered with the Insurance Regulatory And Development Authority (IRDA), Provident Funds with a minimum corpus of Rs.2500 Lakhs and Pension Funds with a minimum corpus of Rs. 2500 Lakhs. |
| Retail Individual Bidders | Individual Bidders (including HUFs and NRIs) who have not Bid for an amount in excess of Rs.1,00,000/- in any of the bidding options in the Issue. |
| Retail Portion | The portion of the Net Issue being a minimum of 13,49,775 Equity Shares of Rs.10 each available for allocation to Retail Individual Bidder(s) |
| Registrar/ Registrars to the Issue | Intime Spectrum Registry Limited |
| Revision Form | The Form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s). |
| Syndicate Agreement | The agreement to be entered into among the Company and the members of the Syndicate in relation to the collection of Bids in this Issue |
| Syndicate Members | Intermediaries registered with SEBI and eligible to act as underwriters. Syndicate Members are appointed by the BRLM and include the BRLM |
| Syndicate | The Syndicate Members collectively |
| TRS or Transaction Registration Slip | The slip or document issued by the Syndicate Members to the Bidder as proof of registration of the Bid |
| Underwriters | The BRLM and Syndicate Members |
| Underwriting Agreement | The Agreement among the BRLM, the Syndicate Members and the Company to be entered into on or after the Pricing Date |
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