IPO PROCESS ASSIGNMENT

Capital Market and Financial Services

PV Kanthi Rekha(12MBA0133) V Anitha (12MBA0086)

2013

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Which Industry Sector?

IT Enabled Services with the CAGR rate of 34% to Rs28 billion in India.

Which Company?
Just Dial Company- Indias Online Search Engine Industry.

History of the Company:

Just-Dial Company was incorporated as A&M Communications Private Limited on December 20, 1993 at New Delhi as a private limited company under the Companies Act. Subsequently, the registered office of the Company was shifted to the State of Maharashtra with effect from August 30, 2004 and a certificate dated December 16, 2004 of registration of the order of the Company Law Board confirming transfer of the registered office from one state to another was issued by the Registrar of Companies, Maharashtra. The name of the Company was changed from A&M Communications Private Limited to Just Dial Private Limited on December 26, 2006. Subsequently, pursuant to a special resolution passed by our Shareholders at an extra-ordinary general meeting held on July 22, 2011, our Company was converted into a public limited company and the word private was deleted from its name. Consequently, the name of the Company was changed to Just Dial Limited and a fresh certificate of incorporation pursuant to the change of name was issued by the ROC on July 26, 2011.

Why IPO?
These are the objectives for Just Dials IPO: 1. To achieve the benefits of listing the Equity Shares on the Stock Exchanges and

2. To carry out the sale of 17,497,458 Equity Shares by the Selling Shareholders.

Competitors: Askme, Asklaila, Getit, Sulekha

Board of Directors:

Company Promoters:
1. V.S.S. Mani, aged 46 years, is the Managing Director and Chief Executive Officer of the Company. 2. Anita Mani, aged 43 years, is a former Director of the Company. 3. Ramani Iyer, aged 43 years, is a Non-Independent, Executive Director of the Company. 4. V. Krishnan, aged 42 years, is a Non-Independent, Executive Director of the Company.

Pre Budget or Post Budget?

Union Budget has held on 28th Feb, 2013, so Just Dial IPO has happened after Budget i.e., Post Budget. CRISIL LTD rated 5/5 which shows that Just Dial Ltd has got strongest fundamentals relative to the listed equity securities in India. Yes.

IPO Grading:

Has CRISIL Rate affected the IPO? IPO Offer Details BID/Offer Open Date BID/Offer Close Date Issue Type Discount

May 20, 2013 May 22, 2013 100% Book Built Issue IPO 10 per cent discount to retail investors

Issue Size Ranging Issued size: Number of days the bid was open Issue Price/Cut Off Price: Face Value Market Lot Minimum Order Quantity Buyback:

Rs. 822.38 - 950.11 Crore Rs. 950.11 crore approximately 3 Days Rs. 530.00 Per Equity Share Rs. 10 per Equity Share 25 Shares 25 Shares subject to a maximum of 1,000 shares per allotted

Listing Information:
Listing Date Listing Approved Dates: Wednesday, June 05, 2013 BSE Listing on Oct 11, 2012 NSE Listing on Sep 24, 2012 MCX-SX Listing on April 12, 2013 'B' Group of Securities ISIN: INE599M01018 535648 JUSTDIAL 10Rs for Each Equity Share. 17,497,458Rs of Equity Shares

Listing In Listing Number: BSE Script Code NSE Symbol Face Value (Rs.) Public Offer Price (Rs.)

Listing Day Trading Information

Issue Price: Open: Low: High: Last Trade: Volume: BSE Rs. 530.00 Rs. 590.00 Rs. 589.00 Rs. 631.90 Rs. 611.45 4,424,860 NSE Rs. 530.00 Rs. 590.00 Rs. 581.15 Rs. 631.90 Rs. 612.35 12,483,316

Safety net arrangement:

A safety net to the resident in India in accordance with the SEBI regulations and as set out in the 'Safety Net Arrangement'.

Allotment of the Share:

QIB HNI Retail 75 per cent of net issue size 15 per cent of net issue size 10 per cent of net issue size

Auction Bidding: Issue Subscription Detail / Current Bidding Status

Number of Times Issue is Subscribed (BSE + NSE) As on Date & Time Qualified Institution al Buyers (QIBs) 9,186,170 0.7200 0.8900 10.1200 Non Institution al Investors (NIIs) 2,624,618 0.0000 0.0100 22.3400 Retail Individual Investors (RIIs) Total

Shares Offered / Reserved Day 1 - May 20, 2013 17:00 IST Day 2 - May 21, 2013 17:00 IST Day 3 - May 22, 2013 17:00 IST

1,749,745 0.1400 0.7000 3.5300

13,560,533 0.5000 0.7000 11.6300

Book Running Lead Managers: 1) Citigroup Global Markets India Private Limited 2) Morgan Stanley India Company Private Limited

Registrar to the Offer:

Karvy Computershare Private Ltd

Undersubscribed or Oversubscribed?

The initial public offer of local search engine Just-Dial was oversubscribed by 1.94 times on the last of issue on Wednesday.

Anchor Investors:
The company already rose over Rs 208 crore through issue of 39.37 lakh equity shares to anchor investors including Goldman Sachs India Fund, HSBC Bank (Mauritius) Ltd, Birla Sunlife Trustee Company Pvt Ltd, DSP Blackrock Opportunities Fund and Deutsche Securities Mauritius Ltd.

What are the Risk Factors for Investment?

Investments in Equity and equity related securities involve a degree of risk. Unless the Investors can afford to take the risk of losing their entire investment, they should not go for investing. Investors are the decision makers here whether to go for Investment or not. Internal Risk Factors: Found that there are two criminal complaints filed against the Company. Failure to adapt the present Technology or Industry Trends which affects the Service Product Consequences of impaired technical systems as the company rely fully on telecommunications and information technology systems. Paid Advertising became an increasing Competition, Reliance is a heavy competitor Promoters Interest being the same in the line of business as that of our Company

Business Expansion is limited to India only. Company's previous valuation benchmarks are having lower level as compared to the current Offer Price There are outstanding litigation proceedings against our Company, Directors and Promoters. Contingent liabilities being not provided may adversely affect the financial condition.

External Risk Factors: No Surety for Equity shares getting listed in Stock Exchanges on time Failure to adopt a new accounting standard may result in material adverse effect on the stock price. Global economic conditions became challenging and may effect more on the Indian Financial markets whereas the financial performance may lag behind. Political instability may harm the business condition Government regulation of foreign ownership of Indian Securities may have an adverse effect on the price of Equity Shares Terrorist attacks and other acts of violence in India may affect the operations, cash flows and business.

Banker's Role:
Axis Bank Limited, HDFC Bank Limited and Yes Bank Limited have played the role of Escrow Collection Banks. Account opened with the Bankers to the Offer to receive monies from the Escrow Account and from the bank accounts of ASBA Bidders maintained with the SCSBs on the designated Date.

HDFC Bank Limited played a role of "Refund Bank". Self Certified Syndicate Bank (SCSB) acted a role of being a banker to the offer registered with SEBI, which offers the facility of ASBA. Axis Bank Limited, Citibank N.A., HDFC Bank Limited has acted as Bankers to the Company.

Registrar's Role:
Karvy Computershare Private Limited acted as the Just Dial Companys Registrar Role. Registrar helps the Investor in case of any pre- or post-Offer related Problems, such as non-receipt of letters of Allotment, credit of allotted shares in the respective beneficiary account and refund orders. All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant SCSB.

Role of Credit Agency:

CRISIL, the IPO Grading Agency engaged by us for the purpose of obtaining IPO grading in respect of this Offer, has given its written consent as an expert to the inclusion of its report in the form and context in which it appears in this Red Herring Prospectus and such consent and report has not been and will not be withdrawn up to the time of delivery of this Red Herring Prospectus and Prospectus for registration with the ROC.

Book Running Lead Managers Role:

BRLM Role is handled by Citigroup Global Markets India Private Limited and Morgan Stanley India Company Private Limited. An issuer has to consult the BRLM who will finalize the issue price at or below such cut-off price. BRLM's issued the prospectus of Just Dial and certified that the disclosures made in the draft are adequate and are in conformity with the SEBI regulations.

IPO Process : Book Building Process Of Just Dial Ltd

Source: http://financenmoney.in/book-building-and-fixed-price-process-of-ipo/

STEP BY STEP IPO PROCESS

Step 1 : Just Dial Ltd has started the plans for IPO via the book-build route. Just Dial has appointed CitiBank Company and Morgan Stanley as Book runners Step 2: CitiBank and Morgan Stanley has issued the draft prospectus to the SEBI. Step 3: Citibank and Morgan Stanley have appointed Syndicate members from SCSB (Self certified Syndicate Bankers) and registered intermediaries are SEBI Recognized. Step 4: Price discovery began through the bidding process for about 3 days. Step 5: Book Running Lead Managers and company has decided the allocation and allotments.

Principal Parties
The principal parties involved in the Book Building Process are: our Company; the Selling Shareholders; the BRLMs; the SCSBs; the Registrar to the Offer; the Escrow Collection Bank; and The registrar Brokers

JUST-DIAL IPO KEY INTERMEDIARIES

Merchant Bankers: CitiGroup Ltd and Morgan Stanley A Merchant Banker possessing a valid SEBI registration in accordance with the SEBI (Merchant Bankers) Regulations, 1992 is eligible to act as a Book Running Lead Manager to an issue.

Syndicate Members: Self Certified Syndicate Bankers appointed by SEBI The Book Runner(s) may appoint those intermediaries who are registered with the Board and who are permitted to carry on activity as an Underwriter as syndicate members. The syndicate members are mainly appointed to collect and entire the bid forms in a book built issue.

Registrars: Karvy Computershare Private Limited The Registrar finalizes the list of eligible allottees after deleting the invalid applications and ensures that the corporate action for crediting of shares to the demat accounts of the applicants is done and the dispatch of refund orders to those applicable are sent. The Lead manager coordinates with the Registrar to ensure follow up so that that the flow of applications from collecting bank branches, processing of the applications and other matters till the basis of allotment is finalized, dispatch security certificates and refund orders completed and securities listed.

Bankers to the Issue: Axis Bank Limited, Yes Bank, HDFC Bank Limited Bankers to the issue, as the name suggests, carries out all the activities of ensuring that the funds are collected and transferred to the Escrow accounts. The Lead Merchant Banker shall ensure that Bankers to the Issue are appointed in all the mandatory collection centers as specified in SEBI ICDR Regulations 2009. The LM also ensures follow-up with bankers to the issue to get quick estimates of collection and advising the issuer about closure of the issue, based on the correct figures. Issue Stationery Printers: ASBA These are firms that specialize in printing of issue stationery-offer documents, abridged prospectuses and application forms, and in subsequently dispatching these to the designated points. Bidders through ASBA: With respect to Bids by ASBA Bidders, at the time of registering such Bids, the SCSBs shall enter the following information pertaining to the ASBA Bidders into the online system: 1. Bid cum Application Form number; 2. PAN (of the sole/first bidder); 3. Investor Category; 4. DP ID and client identification number of the beneficiary account of the Bidders; 5. Numbers of Equity Shares Bid for;

IPO Grading Agencies: CRISIL LTD IPO grading has been made mandatory by SEBI as an endeavor to make additional information available for the investors in order to facilitate their assessment of equity issues offered through an IPO. IPO grades are assigned by a Credit Rating Agency registered with SEBI.

Why QIBs interested more in Just Dial Subscriptions?

QIBs must be either domestic or foreign institutions. Individuals are not permitted to be QIBs, regardless of their level of wealth or financial sophistication. QIB's make research analysis on a particular company that they'd like to invest on and they'd make an assumption or prediction to derive the expected margin of profit and that's how they've been a major support for IPO. Many of the QIBs have the capacity to handle the risk, but when in the case of NIBs , NIBs dont actually make risk analysis and are risk averse by nature.

Analysts View on Just Dial IPO: `

Existing and upcoming Internet-based companies stand to gain premium valuations after a good listing for Just Dial. Internet penetration is likely to increase significantly from here on. The potential is huge. There is a lot of scope on the back of a rapidly expanding user base, said Vaibhav Sanghavi, director of Ambit Investment Advisors Pvt. Ltd. Sustainability of the pricing has to be seen over the next three to 12 months. If the price holds up, it will be a good booster for venture capital investors, said T.C. Meenakshisundaram, managing director of IDG Ventures India. The category leader will get substantial premiums but that is not because they are in the consumer Internet space, it would be due to dominating position in their verticals. For example, Just Dial has a monopoly in the local search engine segment, said Srikanth Narasimhan, director, Veda Corporate Advisors Pvt. Ltd. In a note on 4 June, brokerage Motilal Oswal Securities Ltd valued Just Dial at 30 times expected fiscal year 2015 earnings per share (EPS) of Rs.22. It gave Just Dial a buy rating and target price of Rs.660. Given that JDL (Just Dial) is in a high-growth phase, complemented by (an) asset-light business model, virtual monopoly in voice search segment, negative working capital cycle, high free cash flow, strong dividend payout and healthy return ratios, we believe the premium valuation is justified, the firm said in the note.

Has IPO gone Success or Failure?

Just-Dial IPO got successful as the NEWS supports which is below:
Shares of Justdial closed at 611 apiece after listing on Tuesday, a premium of 15% over the issue price. That pegs founder VSS Mani's wealth - he netted 87 crore by selling 15.57 lakh shares in the IPO and now holds 30.28% equity valued at Rs 1,241 crore - at Rs 1,328 crore. But more than the wealth created, Mani is savouring the end of a 14-year long wait to get Justdial listed.
Source: http://articles.economictimes.indiatimes.com/2013-06-

06/news/39788924_1_just-dial-ipo-rs-950-crore-ipo-internet

Bibliography (APA)
Just Dial Ltd IPO (Just Dial IPO) Detail Received on the date of September 8, 2013 from http://www.chittorgarh.com/ipo/just_dial_ipo/377/ Just Dial IPO: AVOID, authored by K. VENKATASUBRAMANIAN Received on the date of September 8, 2013 from http://www.thehindubusinessline.com/money-wise/stockinsight/just-dial-ipo-avoid/article4727769.ece Local search engine JustDial IPO fully subscribed printed on May 22, 2013 , received on the date of September 8 , 2013 from http://www.hindustantimes.com/businessnews/Markets/Local-search-engine-JustDial-IPO-fully-subscribed/Article1-1064209.aspx Just Dial IPO: Expensive dial-in received on the date of September 8 ,2013 from http://www.business-standard.com/article/markets/just-dial-ipo-expensive-dial-in113051601101_1.html Just Dial IPO set to open. Should you buy? Authored by Lisa Pallavi Barbora, First Published: Wed, May 15 2013. 07 47 PM IST, received from September 8th, 2013 from http://www.livemint.com/Money/F7Fm0tlY7T4LszrhaxcZQK/Just-Dial-IPO-set-toopen-Should-you-buy.html All you wanted to know about the JustDial IPO by InvestmentYogi.com, Updated On: May 20, 2013 11:25 (IST) received from September 8, 2013 from http://profit.ndtv.com/news/market/article-all-you-wanted-to-know-about-the-justdialipo-322396

IPO Details Just Dial Ltd May 2013, Posted by Rajendra on May 15th, 2013 received on the date of September 8, 2013 from
http://puneinvest.com/ipo-details-just-dial-ltd-may-2013/ IPO Investing take from Ministry of Corporate Affairs received on September 8, 2013 from http://iepf.gov.in/IEPF/Key_Intermediaries.html Just Dial IPO subscribed 10 times; QIB, HNI support posted on May 22, 2013, 07.51 PM IST received from September 8th , 2013 http://www.moneycontrol.com/news/ipoissues-open/just-dial-ipo-subscribed-10-timesqib-hni-support_877850.html?utm_source=ref_article