DRAFT RED HERRING PROSPECTUS
Dated: June 21, 2018
Please read Section 32 of the Companies Act, 2013
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
Book Built Offer
CINEOM BROADCAST INDIA LIMITED
Our Company was incorporated as "Cineom Broadcast India Private Limited" under the provisions of Companies Act, 1956 vide certificate of incorporation dated January 24, 2000 at Mumbai, issued by the Registrar
of Companies, Maharashtra, Mumbai bearing registration no. 11-123797 of 2000. The name of our Company was subsequently changed to "Cineom Broadcast India Limited" pursuant to a special resolution passed
by the shareholders of our company at the Extraordinary General Meeting held on April 23, 2018 and a fresh certificate of incorporation consequent upon conversion from Private Company to Public Company was
issued by the Registrar of Companies, Mumbai, on May 11, 2018. The corporate identity number of our Company is U32100MH2000PLC123797. For details of incorporation, change in name and registered office
of our Company, please refer to the chapter titled "Our History and Certain Other Corporate Matters" beginning on page 173 of this Draft Red Herring Prospectus.
Registered Office: Unit no 4C, 4th floor, Goldline Business Centre, Malad New Link Road, Malad(west), Mumbai-400064 Maharashtra, India. Telefax No.: +91 22 42109000; Facsimile: +91 22 28787303 E-mail: info@cineom,com ; Website: www.cineom.com
Contact Person: Komal Toshniwal, Company Secretary and Compliance Officer E-mail: [email protected]
PROMOTERS OF OUR COMPANY: VINAYAK VISHNUPANT DEO AND SHAILESH HARI PARAB
THE OFFER
INITIAL PUBLIC OFFER OF UP TO 61,40,000* EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (“EQUITY SHARES”) OF CINEOM BROADCAST INDIA LIMITED (“COMPANY” OR
“ISSUER”) FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE) AGGREGATING UPTO RS. [●]** LAKHS (THE
“OFFER”) CONSISTING OF A FRESH ISSUE OF UP TO 48,90,000 EQUITY SHARES AGREGATING UPTO RS. [●] LAKHS (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 12,50,000
EQUITY SHARES INCLUDING UP TO 6,25,000 EQUITY SHARES BY VIANAYAK DEO AND UP TO 6,25,000 EQUITY SHARES BY SHAILESH PARAB (“THE SELLING SHAREHOLDERS”)
AGGREGATING UPTO RS [●] LAKHS (“OFFER FOR SALE”). THE OFFER INCLUDES A RESERVATION OF UPTO [●] EQUITY SHARES OF FACE VALUE RS. 10/- EACH AT A PRICE OF
RS. [●] PER EQUITY SHARE AGGREGATING TO RS. [●] LAKHS FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”) AND RESERVATION OF
UPTO [●] EQUITY SHARES OF FACE VALUE RS. 10/- EACH AT A PRICE OF RS. [●] PER EQUITY SHARE AGGREGATING RS. [●] LAKHS FOR SUBSCRIPTION BY THE MARKET MAKER
TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE OFFER LESS EMPLOYEE RESERVATION PORTION AND MARKET MAKER RESERVATION PORTION I.E.
NET OFFER OF [●] EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●]/- PER EQUITY SHARE, AGGREGATING RS. [●] LAKHS IS HEREINAFTER
REFERED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WILL CONSTITUTE [●]% AND [●]% RESPECTIVELY OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL
OF OUR COMPANY.
Our Company may consider issuing up to 7,00,000 Equity Shares on private placement basis for cash consideration aggregating up to Rs. 800.00 Lakhs, at its discretion in favor of such investors permissible under
applicable laws, to be completed prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”) and the details of which, if completed, will be included in the Red Herring Prospectus. If the Pre-
IPO Placement is completed, , the number of equity shares issued pursuant to Pre-IPO placement would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25 percent of the post
issue paid up equity share capital being offered to the public. The Equity Shares allotted under the Pre-IPO Placement, if completed, shall be subject to a lock-in period of one (1) year from the date of Allotment pursuant to the Issue.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND SELLING SHAREHOLDERS IN
CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [●], ALL EDITIONS OF
THE HINDI NATIONAL NEWSPAPER [●] AND REGIONAL NEWSPAPER [●], EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ OFFER OPENING
DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE SME”, REFERRED TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE.
In case of any revisions in 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 the Stock Exchanges, by issuing a press release, and also by indicating the
change on the website of the BRLM and the terminals of the Syndicate Member(s).
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) the Offer is being made for at least 25% of the Post-Offer paid-up Equity Share capital of our Company.
The Issue is being made through the Book Building Process in accordance with chapter XB of the Securities And Exchange Board Of India (Issue Of Capital And Disclosure Requirements) Regulations, 2009, as
amended from time to time (“SEBI (ICDR) Regulations”), wherein [●]% of the Net Offer will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”)(the “QIB Category”), provided that our
Company and Selling Shareholders in consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall
be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price. Further, 5% of the QIB Category (excluding the Anchor Investor
Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid
Bids being received from them at or above the Offer Price. Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of
the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All investors (except Anchor
Investors) shall participate in this Offer mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts which will be blocked by SCSBs.
For details, see “Offer Procedure” on page 267 of this Draft Red Herring Prospectus.
RISK IN RELATION TO THE FIRST OFFER
This being the first public Offer of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each. The Floor Price is [●] times the face value
and the Cap Price is [●] times the face value of the Equity Shares of our Company. The Offer Price (determined and justified by our Company in consultation with the BRLM and Selling Shareholders as stated in
“Basis for Offer Price” on page 120 of this Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed on SME Platform of BSE
Limited. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this 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 issued 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 Draft
Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 25 of this Draft Red Herring Prospectus.
COMPANY’S AND THE SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft 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 Draft 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 of the Selling Shareholder, severally and jointly, accept responsibility only for the statements made expressly by such Selling Shareholders in this Draft Red
Herring Prospectus as Selling Shareholders in connection with the Offer for Sale and the Equity Shares offered by such Selling Shareholder in the Offer for Sale and that statements are true and correct in all material
respects and are not misleading in any material respect.
LISTING
The Equity Shares of our Company issued through this Draft Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (‘BSE SME) in terms of the Chapter XB of the SEBI (ICDR)
Regulations, 2009 as amended from time to time. Our Company has received an In-Principle approval letter dated [●] from BSE Limited for using its name in the offer document for listing of our shares on the BSE
SME. For the purpose of this Offer, BSE Limited shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED
406-408, Keshava Premises, Behind Family Court,
Bandra Kurla Complex, Bandra East,
Mumbai – 400 051, Maharashtra, India
Tel: +91-22 6194 6700
Fax: +91-22 2659 8690
Website:www.pantomathgroup.com
Email: [email protected]
Investor Grievance Id: [email protected]
Contact Person: Hardik Bhuta
SEBI Registration No:INM000012110
LINK INTIME INDIA PRIVATE LIMITED
C-101, 1st Floor, 247 Park,
L.B.S. Marg, Vikhroli (West),
Mumbai – 400 083, Maharashtra , India
Tel: +91 22 4918 6200
Fax: +91 22 4918 6195
Website: www.linkintime.co.in
Email: [email protected]
Investor Grievance Id: [email protected]
Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
OFFER PROGRAMME
BID/OFFER OPENS ON: [●]*** BID/OFFER CLOSES ON: [●]****
*Number. of shares may need to be adjusted for lot size determination
**Subject to finalization of Basis of Allotment
***Our Company and the Selling Shareholders may, in consultation with the BRLM, consider participation by Anchor Investor. The Anchor Investor shall bid on the Anchor Investor Biding Date
i.e. one Working Day prior to the Bid Offer Opening Date.
****Our Company and the Selling Shareholders may, in consultation with the BRLM, consider closing the Bidding by QIB Bidders one Working Day prior to the Bid / Offer Closing date in
accordance with the SEBI Regulations.
mailto:[email protected]:[email protected]://www.pantomathgroup.com/mailto:[email protected]:[email protected]:///C:/Users/chinmay/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/VP301NT3/www.linkintime.co.inmailto:[email protected]:[email protected]
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Contents
SECTION I – GENERAL .......................................................................................................................... 3 DEFINITION AND ABBREVIATION ................................................................................................... 3 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ...................................................................................................... 21 FORWARD-LOOKING STATEMENTS .............................................................................................. 23
SECTION II – RISK FACTOR ............................................................................................................... 25 SECTION III- INTRODUCTION ........................................................................................................... 47
SUMMARY OF INDUSTRY ................................................................................................................. 47 SUMMARY OF OUR BUSINESS ........................................................................................................ 56 SUMMARY OF FINANCIAL STATEMENTS .................................................................................... 64 THE OFFER ........................................................................................................................................... 74 GENERAL INFORMATION ................................................................................................................. 77 CAPITAL STRUCTURE ....................................................................................................................... 90 OBJECTS OF THE OFFER ................................................................................................................. 107 BASIS FOR OFFER PRICE ................................................................................................................. 120 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ............................................................... 124
SECTION IV – ABOUT THE COMPANY .......................................................................................... 127 OUR INDUSTRY ................................................................................................................................. 127 OUR BUSINESS .................................................................................................................................. 147 KEY REGULATIONS AND POLICIES ............................................................................................. 165 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................. 173 OUR MANAGEMENT ........................................................................................................................ 179 OUR PROMOTERS AND PROMOTER GROUP .............................................................................. 196 OUR GROUP COMPANIES ............................................................................................................... 200 RELATED PARTY TRANSACTIONS ............................................................................................... 206 DIVIDEND POLICY ............................................................................................................................ 207
SECTION V- FINANCIAL STATEMENTS ....................................................................................... 208 FINANCIAL STATMENTS AS RESTATED ..................................................................................... 208 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION ............................................................................................................... 209 FINANCIAL INDEBTEDNESS .......................................................................................................... 225
SECTION VI – LEGAL AND OTHER INFORMATION ................................................................. 226 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................... 226 GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................... 232 OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................... 234
SECTION VII – OFFER RELATED INFORMATION ..................................................................... 251 TERMS OF THE OFFER ..................................................................................................................... 251 OFFER STRUCUTRE .......................................................................................................................... 260 OFFER PROCEDURE ......................................................................................................................... 267 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................... 333
SECTION VIII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................. 337 SECTION IX – OTHER INFORMATION .......................................................................................... 389
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................. 389 SECTION X - DECLARATION ........................................................................................................... 391
DECLARATION BY SELLING SHAREHOLDER ............................................................................ 391 DECLARATION BY THE COMPANY .............................................................................................. 392
Page 2 of 396
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as
amended (“U.S. Securities Act”) or any state securities laws in the United States of America and may not
be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons (as defined
in Regulation S), except pursuant to exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities laws. Accordingly the Equity Shares are being offered and sold only
outside the United States in offshore transaction in reliance on Regulation S under the U.S Securities Act
and the applicable laws of the jurisdiction where those offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and application may not be made by persons in
any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
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SECTION I – GENERAL
DEFINITION AND ABBREVIATION
In this Draft Red Herring Prospectus, unless the context otherwise requires, the terms and abbreviations
stated hereunder shall have the meanings as assigned therewith.
Company and Selling shareholders related terms
Term Description
“"Cineom Broadcast India Limited"
or "CBIL" or "the Company" ,or "our
Company" or "we", "us", "our", or
"Issuer" or the "Issuer Company"
Cineom Broadcast India Limited, a Public Limited Company
incorporated under the Companies Act, 1956.
AOA or Articles or Articles of
Association
The Articles of Association of our Company, as amended from
time to time.
Audit Committee The committee of the Board of Directors constituted as the
Company’s Audit Committee in accordance with Section 177 of
the Companies Act, 2013.
Auditor or Statutory Auditor The statutory auditor of our Company, being Beli Sharma &
Company, Chartered Accountants
Bankers to the Company Such banks which are disclosed as bankers to our Company in
the chapter titled "General Information" on page 77 of this Draft
Red Herring Prospectus.
Board of Directors/ the Board / our
Board
The Board of Directors of our Company, as duly constituted
from time to time, including Committee(s) thereof.
Company Secretary and Compliance
Officer The Company Secretary & Compliance Officer of our
Company being Ms. Komal Toshniwal
Director(s) Director(s) of our Company , unless otherwise specified
Equity Shareholders Persons/ Entities holding Equity Shares of our Company
Equity Shares Equity Shares of our Company of face value of Rs. 10 each fully
paid up.
Group Companies Such Companies as are included in the chapter titled "Our Group
Companies" beginning on page 200 of this Draft Red Herring
Prospectus
ISIN International Securities Identification Number. In this case being
INE00CT01015.
MOA / Memorandum / Memorandum
of Association
The Memorandum of Association of our Company, as amended
from time to time.
Peer Reviewed Auditor Independent Auditor having a valid Peer Review Certificate in
our case being M/s. R T Jain & Co. LLP, Chartered Accountants.
Promoter Group Includes such persons and entities constituting our promoter
group in terms of Regulation 2(1)(zb) of the SEBI (ICDR)
Regulations and as enlisted in the chapter titled "Our Promoter
and Promoter Group" beginning on page 196 of this Draft Red
Herring Prospectus.
Promoter, Promoters or our Promoters Promoters of our Company being Vinayak Deo and Shailesh
Parab.
Registered Office Unit no 4C, 4th floor, Goldline Business Centre, Malad New
Link Road, Malad(west), Mumbai 400064, Maharashtra, India
Page 4 of 396
Term Description
Roc / Registrar of Companies Registrar of Companies, Mumbai, Everest, fifth floor, 100
Marine Drive, Mumbai-400002 Maharashtra
Shareholders Shareholders of our Company
you, your or yours Prospective investors in this Offer
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
Allotment/ Allot/ Allotted Issue and allotment of Equity Shares of our Company pursuant
to the Fresh Issue and transfer of the respective portion of the
Offered Shares by the Selling Shareholder pursuant to the Offer
for Sale to the successful Bidders
Allottee(s) Successful Bidders(s) to whom Equity Shares have been
allotted/transferred
Allotment Advice Note or advice or intimation of Allotment sent to the successful
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
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor
Investor Portion in accordance with the requirements specified
in the SEBI (ICDR) Regulations i.e. who bids for an amount of
at least Rs.1000 lakhs
Anchor Investor Allocation Notice Notice or intimation of Allocation of Equity Shares sent to
Anchor Investors who have been allocated Equity Shares, and
includes any device, intimation or notice sent to Anchor
Investors in the event that the Offer Price is higher than the
Anchor Investor Allocation Price
Anchor Investor Allocation Price The price at which Equity Shares will be allocated in terms of
the Red Herring Prospectus and Prospectus to the Anchor
Investors, which will be decided by our Company and Selling
Shareholders, in consultation with the BRLM, on the Anchor
Investor Bidding Date
Anchor Investor Application 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 Bidding Date One Working Day prior to the Bid/Offer Opening Date on which
Bids by Anchor Investors shall be submitted, prior to or after
which the members of the Syndicate will not accept any Bids
from Anchor Investors and allocation to Anchor Investors shall
be completed
Anchor Investor Escrow Account(s) Accounts opened for the Offer to which funds shall be
transferred by Anchor Investors
Anchor Investor Allocation Price The final price at which Allotment will be made to Anchor
Investors in terms of the Red Herring Prospectus and Prospectus,
which shall be higher than or equal to the Offer Price
Anchor Investor Pay-in Date With respect to Anchor Investors, it shall be the Anchor Investor
Page 5 of 396
Term Description
Bidding Date, and, in the event the Anchor Investor Allocation
Price is lower than the Offer Price, not later than two Working
Days after the Bid/Offer Closing Date
Anchor Investor Portion Up to [] of the QIB Portion, which may be allocated by our
Company and Selling Shareholders, in consultation with the
BRLM to Anchor Investors on a discretionary basis, out of
which [] shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price
ASBA / Application Supported by
Blocked Amount
An application, whether physical or electronic, used by Bidders,
to make a Bid authorizing 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 Bidders for blocking the
Bid Amount mentioned in the Bid cum Application Form
ASBA form An application form, whether physical or electronic, used by
Bidders which will be considered as the application for
Allotment in terms of this Draft Red Herring Prospectus.
ASBA Application Location(s) /
Specified Cities
Locations at which ASBA Applications can be uploaded by the
SCSBs, namely Mumbai, New Delhi, Chennai and Kolkata
ASBA Bidder Any Bidder except Anchor Investor
ASBA form/ Bid Cum Application An application form, whether physical or electronic, used by
Bidders which will be considered as the application for
Allotment in terms of this Draft Red Herring Prospectus
Banker(s) to the Offer/ Public Offer
Bank(s)
The banks which are clearing members and registered with SEBI
as Banker to an Offer with whom the Anchor Investor Escrow
Account and Public Offer Account will be opened and in this
case being []
Basis of Allotment The basis on which Equity Shares will be Allotted to the
successful Bidders under the Offer and which is described under
chapter titled "Offer Procedure" beginning on page 267 of this
Draft Red Herring Prospectus
Bid An indication to make an offer during the Bid/Offer Period
Bidder (other than an Anchor Investor) or on Anchor Investor
Bidding Date by an Anchor Investor, pursuant to submission of
the Bid cum Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all
revisions and modifications thereto
Bid Amount The highest value of optional Bids indicated in the Bid cum
Application Form and in the case of Retail Individual Bidders
Bidding at Cut Off Price, the Cap Price multiplied by the number
of Equity Shares Bid for by such Retail Individual Bidder and
mentioned in the Bid cum Application Form and payable by the
Retail Individual Bidder or blocked in the ASBA Account upon
submission of the Bid in the Offer. Eligible Employees applying
in the Employee Reservation Portion the Bid Amount shall be
Cap Price multiplied by the number of Equity Shares Bid for by
such Eligible Employees mentioned in the Bid cum Application
Form net of Employee Discount
Page 6 of 396
Term Description
Bid cum Application form The form used by a Bidder, to make a Bid and which will be
considered as the application for Allotment in terms of the Draft
Red Herring Prospectus
Bid Cum Application Collecting
Intermediaries
1. A SCSB with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member) If any 3. A stock broker registered with a recognized stock exchange
(and whose name is mentioned on the website of the stock
exchange as eligible for this activity)(‘broker’) if any
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)
5. A registrar to an offer and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)
Bid Lot [●] Equity shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Date Except in relation to 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 [●] edition
of the English national newspaper [●], [●] edition of the Hindi
national newspaper [●], and [●] edition of the Marathi
newspaper [●], each with wide circulation and in case of any
revision, the extended Bid/Offer Closing Date shall also be
notified on the website and terminals of the Syndicate and
SCSBs, as required under the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to Anchor Investors, the date on which the
Syndicate, the Designated Branches and the Registered Brokers
shall start accepting Bids, which shall be notified in [●] edition
of the English national newspaper [●], [●] edition of the Hindi
national newspaper [●], and [●] edition of the Marathi
newspaper [●], each with wide circulation, and in case of any
revision, the extended Bid/Offer Opening Date also to be
notified on the website and terminals of the Syndicate and
SCSBs, as required under the SEBI ICDR Regulations
Bid/ Offer Period The period between the Bid/Offer Opening Date and the
Bid/Offer Closing Date, or the QIB Bid/ Offer Closing Date, as
the case may be (in either case inclusive of such date and the
Bid/Offer Opening date) during which Bidders other than
Anchor Investor, can submit their Bids, including any revisions
thereof
Provided however that the Bidding/Offer Period shall be kept
open for a minimum of three Working Days for all categories of
Bidders, other than Anchor Investors
Bidder Any prospective investor who makes a Bid pursuant to the terms
of the Red Herring Prospectus and unless otherwise stated or
implied, includes an ASBA Bidder and Anchor Investor
Bidding/collecting Centre Centres at which the Designated Intermediaries shall accept the
ASBA Forms, i.e., Designated SCSB Branch for SCSBs,
Page 7 of 396
Term Description
Specified Locations for Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
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
BRLM
The Book Running Lead Manager to the Offer namely
Pantomath Capital Advisors Private Limited
Broker Centres Broker centres notified by the Stock Exchanges, where the
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 Brokers, are
available on the website of BSE Limited
BSE BSE Limited
CAN or Confirmation of Allocation
Note
The note or advice or intimation sent to each successful Bidder
indicating the Equity Shares which will be Allotted/ transferred,
after approval of Basis of Allotment by the Designated Stock
Exchange. In the case of Anchor Investors, CAN shall mean the
note or advice or intimation of Allotment of Equity Shares sent
to the Anchor Investors to whom Equity Shares have been
Allotted
Cap Price The higher end of the Price Band, above which the Offer Price
will not be finalized and above which no Bids (or a revision
thereof) will be accepted
Client ID Client Identification Number maintained with one of the
Depositories in relation to DEMAT account
Cut-off Price Offer Price, which shall be any price within the Price Band
finalized by our Company and Selling Shareholders in
consultation with the BRLM.
Only Retail Individual Bidders are entitled to Bid at the Cut-off
Price. QIBs and Non Institutional Bidders are not entitled to Bid
at the Cut-off Price
Collecting Depository Participant or
CDP
A depository participant as defined under the Depositories Act,
1996, registered with SEBI and who is eligible to procure
Applications at the Designated CDP Locations in terms of
circular No. CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015 issued by SEBI
Controlling Branch/Designated
Branch
Such branch of the SCSBs which coordinate Applications under
this Offer by the ASBA Applicants with the Registrar to the
Offer and the Stock Exchanges and a list of which is available at
http://www.sebi.gov.in or at such other website as may be
prescribed by SEBI from time to time
Demographic Details The demographic details of the Bidders/Applicants such as their
address, PAN, occupation and bank account details
Depositories Depositories registered with SEBI under the Securities and
Exchange Board of India (Depositories and Participants)
Regulations, 1996, as amended from time to time, being NSDL
and CDSL
Depository Participant A Depository Participant as defined under the Depositories Act,
1996
http://www.sebi.gov.in/
Page 8 of 396
Term Description
Designated Date The date on which the Collection Banks transfer funds from the
public offer accounts, and the SCSBs issue instructions for
transfer of funds from the ASBA Accounts, to the Public Offer
Account or the Refund Account, as appropriate, in terms of the
Red Herring Prospectus following which the Board of Directors
may Allot Equity Shares to successful Bidders in the Fresh Issue
may give delivery instructions for the transfer of the respective
Offered Shares
Designated Intermediary(ies) Syndicate, Sub-Syndicate Members/agents, SCSBs, Registered
Brokers, CDPs and RTAs, who are authorized to collect ASBA
Forms from the Bidders, in relation to the Offer
Designated RTA Locations Such centres of the RTAs where Bidder can submit the Bid cum
Application Forms. The details of such Designated RTA
Locations, along with the names and contact details of the RTAs
are available on the respective websites of the Stock Exchange
(www.bseindia.com) and updated from time to time
Designated Stock Exchange BSE Limited
Designated CDP Locations Such centres of the CDPs where Bidders can submit the Bid Cum
Application Forms. The details of such Designated CDP
Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept Bid cum
Application Forms are available on the website of the Stock
Exchange (www.bseindia.com) and updated from time to time
Draft Red Herring Prospectus or
DRHP
This Draft Red Herring Prospectus dated June 21, 2018 issued
in accordance with the SEBI (ICDR) Regulations, which does
not contain complete particulars of the price at which the Equity
Shares will be Allotted and the size of the Offer
Eligible NRI NRIs from such jurisdiction outside India where it is not
unlawful to make an offer or invitation under the Offer and in
relation to whom this Draft Red Herring Prospectus constitutes
an invitation to subscribe for the Equity Shares offered herein on
the basis of the terms thereof
Eligible Employees All or any of the following:
(a) permanent and full time employee of our Company,
(excluding such employees who are not eligible to invest in the
Offer under applicable laws, rules, regulations and guidelines
and the Promoters and their 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, as the case may
be, until the submission of the Bid cum Application Form and is
based, working in India as on the date of submission of the Bid
cum Application Form; and (b) a Director of our Company,
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 the Promoters and
their 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 until the submission of the Bid cum Application
http://www.nseindia.com/
Page 9 of 396
Term Description
Form and is based in India as on the date of submission of the
Bid cum Application Form.
(c) An employee of our Company, who is recruited against a
regular vacancy but is on probation as on the date of submission
of the Bid cum Application Form will also be deemed a
permanent and a full time employee. The maximum Bid Amount
under the Employee Reservation Portion by an Eligible
Employee shall not exceed Rs. 5,00,000.
Eligible QFIs QFIs from such jurisdictions outside India where it is not
unlawful to make an offer or invitation under the Offer and in
relation to whom the Red Herring Prospectus constitutes an
invitation to purchase the Equity Shares offered thereby and who
have opened DEMAT accounts with SEBI registered qualified
depository participants.
Employee Reservation Portion Reservation of [●] Equity Shares, available for allocation to
Eligible Employees on a proportionate basis aggregating up to
Rs. [●]
Escrow Account Account opened with the Escrow Collection Banks(s) and in
whose favour the Investor will transfer money through direct
NEFT/RTGS in respect of the Bid Amount when submitting a
Bid
Escrow Agreement An agreement to be entered into between our Company, the
Selling shareholders, the Registrar to the Offer, the Bankers to
the Offer, the BRLM and the Syndicate members for the
collection of payment amounts, if any, in respect of the Anchor
Investors on the terms and conditions thereof
Escrow Bank A bank, which is a clearing member and registered with SEBI as
a Banker to an Offer and with whom the Escrow Account has
been opened in this case being []
First/sole Bidder Bidder whose name shall be mentioned in the Bid cum
Application Form or the Revision Form and 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 will be finalized and below
which no Bids will be accepted and which shall not be less than
the face value of the Equity Shares, being Rs. [] per Equity
Share
FII/ Foreign Institutional Investors Foreign Institutional Investor (as defined under SEBI (Foreign
Institutional Investors) Regulations, 1995, as amended)
registered with SEBI under applicable laws in India
General Information Document/GID The General Information Document for investing in public
issues prepared and issued in accordance with the circular
(CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by
SEBI and updated pursuant to circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015
and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21,
2016 notified by SEBI and included in "Offer Procedure" on
page 267 of this Draft Red Herring Prospectus
Page 10 of 396
Term Description
Listing Agreement The Equity Listing Agreement to be signed between our
Company and the BSE Limited.
Market Making Agreement Market Making Agreement dated [●] between our Company, the
Selling shareholders, Book Running Lead Manager and Market
Maker.
Market Maker Market Maker appointed by our Company from time to time, in
this case being [●] who has agreed to receive or deliver the
specified securities in the market making process for a period of
three years from the date of listing of our Equity Shares or for
any other period as may be notified by SEBI from time to time
Market Maker Reservation Portion The Reserved Portion of [●] Equity Shares of face value of Rs.
10 each fully paid for cash at a price of Rs [●] per Equity Share
aggregating Rs. [●] for the Market Maker in this Offer.
Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual
Funds) Regulations, 1996, as amended from time to time
NIF National Investment Fund set up by resolution F. No. 2/3/2005-
DD-II dated November 23, 2005 of Government of India
published in the Gazette of India
Net Offer The Offer (excluding the Market Maker Reservation Portion and
Employee Reservation) of [●] Equity Shares of face value of Rs.
10 each fully paid for cash at a price of Rs [●] per Equity Share
aggregating Rs. [●] by our Company
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, see "Objects of the Offer" on
page 107 of Draft Red Herring Prospectus.
Net QIB Portion The QIB Portion, less the number of Equity Shares Allotted to
the Anchor Investors
Non Institutional Bidders All Bidders, including Category III FPIs that are not QIBs or
Retail Individual Investors, who have apply for Equity Shares
for an amount of more than Rs. 2,00,000 but not including NRIs
other than Eligible NRIs
Non-Resident A person resident outside India, as defined under FEMA and
includes FIIs and FPIs
Offer The Initial Public Offer of up to 61,40,000 Equity Shares of face
value of Rs.10 each for cash at a price of Rs. [●] each,
aggregating up to Rs.[●] comprising the Issue of which up to
48,90,000 Equity Shares of face value of Rs. 10 each of a cash
price of Rs. [●] each, aggregating to Rs. [●] is a Fresh Issue and
up to 12,50,000 Equity Shares of face value of Rs. 10 each for a
cash price of Rs. [] aggregating to Rs. [] is an Offer for Sale.
Our Company is considering a Pre-IPO placement of up to
7,00,000 Equity Shares and aggregating up to Rs.800 Lakhs with
certain investors ("Pre-IPO Placement"). The Pre-IPO
Placement is at the discretion of our Company and at a price to
be decided by our Company. Our Company will complete the
issuance and allotment of Equity Shares, if any, prior to the filing
of the red herring prospectus with the RoC. If the Pre-IPO
Page 11 of 396
Term Description
Placement is completed, then the number of Equity Shares
issued pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to a minimum issue size of 25% of the
post offer paid up equity share capital being offered to the public.
The Equity Shares allotted under the Pre-IPO Placement, if
completed, shall be subject to a lock-in period of one(1) year
from the date of Allotment pursuant to the Offer.
Offer Agreement The agreement dated June 14, 2018 between our Company, the
Selling shareholders and the BRLM, pursuant to which certain
arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale of up to 12,50,000 Equity Shares aggregating
up to Rs. [] lakhs by the Selling Shareholders at the Offer Price
in terms of the Draft Red Herring Prospectus, consisting of up to
6,25,000 equity shares offered by Vinayak Deo and up to
6,25,000 equity shares offered by Shailesh Parab. For further
details in relation to Selling Shareholders, see "the Offer" on
page 74 of this Draft Red Herring Prospectus
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 Selling Shareholders in consultation with
the BRLM on the Pricing Date in accordance with the Book-
Building Process and the Red Herring Prospectus
Unless otherwise stated or the context otherwise implies, the
term Offer Price refers to the Offer Price applicable to investors
other Term Description than Anchor Investors
Offer Proceeds The proceeds of the Offer that is available to our Company. For
further information about use of Offer Proceeds, see "Objects of
the Offer" on page 107 of this Draft Red Herring Prospectus
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 as defined under the Foreign Exchange Management
(Deposit) Regulations, 2000, as amended from time to time.
OCBs are not allowed to invest in this Offer
Other Investors Investors other than Retail Individual Investors. These include
individual bidders/applicants other than retail individual
investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities
applied for.
Pay-in Period The period commencing on the Bid/Offer Opening Date and
extending until the closure of the Anchor Investor Pay-in Date
Person/ Persons Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation,
company, partnership, limited liability company, joint venture,
or trust or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and
operates, as the context requires
Page 12 of 396
Term Description
Pre-IPO Allotment Our Company is considering a Pre-IPO placement of up to
7,00,000 equity shares aggregating to Rs. 800 Lakhs with certain
investors ("Pre-IPO Placement"). Our Company will complete
the issuance and allotment of such Equity Shares, if any, prior to
the filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement is at the discretion of our Company and at a price
to be decided by our Company. Our Company will complete the
issuance and allotment of Equity Shares, if any, prior to the filing
of the red herring prospectus with the RoC. If the Pre-IPO
placement is completed, the number of Equity Shares issued
pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to a minimum issue size of 25% of the post
offer paid up equity share capital being offered to the public. The
Equity Shares allotted under the Pre-IPO Placement, if
completed, shall be subject to a lock-in period of one (1) year
from the date of Allotment pursuant to the Offer.
Price Band Price band of a minimum price of Rs. [●] per Equity Share (Floor
Price) and the maximum price of Rs. [●] 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 Selling Shareholders in
consultation with the BRLM and will be advertised at least five
Working Days prior to the Bid/ Offer Opening Date, in [●]
edition of the English national newspaper [●], [●] edition of the
Hindi national newspaper [●] and [●] edition of the
[●]newspaper [●], each with wide circulation
Pricing date The date on which our Company and Selling Shareholders in
consultation with the BRLM, will finalize the Offer Price
Prospectus The Prospectus to be filed with the RoC on or after the Pricing
Date in accordance with Section 26 and 32 of the Companies
Act, 2013, and the SEBI (ICDR) Regulations containing, inter
alia, the Offer Price, the size of the Offer and certain other
information
Public Offer Account Account opened with the Banker to the Offer i.e. [●] under
Section 40 of the Companies Act, 2013 to receive monies from
ASBA Accounts and from the Escrow Accounts, in case of
Anchor Investor(s), on the Designated date.
Public Offer Account Agreement/
Banker to the Offer Agreement
Agreement entered on [●] amongst our Company, the Selling
shareholders, Book Running Lead Manager, the Registrar to the
Offer and Public Offer Bank/Banker to the Offer for collection
of the Bid Amount on the terms and conditions thereof.
“"QFIs" or "Qualified Foreign
Investors"
Non-resident investors, other than SEBI registered FIIs or sub-
accounts or SEBI registered FVCIs, who meet ‘know your
client’ requirements prescribed by SEBI and are resident in a
country which is (i) a member of Financial Action Task Force or
a member of a group which is a member of Financial Action
Task Force; and (ii) a signatory to the International Organization
of Securities Commission’s Multilateral Memorandum of
Understanding or a signatory of a bilateral memorandum of
Page 13 of 396
Term Description
understanding with SEBI.
Provided that such non-resident investor shall not be resident in
a country which is listed in the public statements issued by
Financial Action Task Force from time to time on: (i)
jurisdictions having a strategic anti-money
laundering/combating the financing of terrorism deficiencies to
which counter measures apply; and (ii) jurisdictions that have
not made sufficient progress in addressing the deficiencies or
have not committed to an action plan developed with the
Financial Action Task Force to address the deficiencies
Qualified Institutional Buyers or QIBs Qualified Institutional Buyers as defined under Regulation 2(1)
(zd) of the SEBI (ICDR) Regulations, 2009.
QIB Bid/Offer Closing Date In the event our Company and Selling Shareholders in
consultation with the BRLM, decide to close Bidding by QIBs
one Working Day prior to the Bid/Offer Closing Date, the date
one Working Day prior to the Bid/Offer Closing Date; otherwise
it shall be the same as the Bid/Offer Closing Date
QIB Portion The portion of the Offer being [●] % of the Net Offer or [●]
Equity Shares was available for allocation to QIBs (including
Anchor Investors) on a proportionate basis.
Red Herring Prospectus or RHP The Red Herring Prospectus to be 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 on or 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 Bidders) shall be made
Refund Bank(s) / Refund Banker(s) Bank which is / are clearing member(s) and registered with the
SEBI as Bankers to the Offer at which the Refund Account will
be opened, in this case being [].
Refund through electronic transfer of
funds
Refunds through NECS, direct credit, RTGS or NEFT, as
applicable
Registered Broker Individuals or companies registered with SEBI as "Trading
Members" (except Syndicate/Sub-Syndicate Members) who
hold valid membership of BSE Limited having right to trade in
stocks listed on Stock Exchanges, through which investors can
buy or sell securities listed on stock exchanges, a list of which is
available on
http://www.bseindia.com/members/MembershipDirectory.aspx
Registrar /Registrar to the Offer Registrar to the Offer, in this case being Link Intime India
Private Limited
Registrar and Share Transfer Agents or
RTAs
Registrar and share transfer agents registered with SEBI and
eligible to procure Applications at the Designated RTA
http://www.bseindia.com/members/MembershipDirectory.aspx
Page 14 of 396
Term Description
Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
issued by SEBI
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidder(s)/Retail
Individual Investor(s)/RII(s)/RIB(s)
Individual Bidders, or minors applying through their natural
guardians, including HUFs (applying through their Karta), who
apply for an amount less than or equal to Rs 2,00,000
Revision Form Form used by the 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)
Reservation Portion The portion of theOffer reserved for category of eligible Bidders
as provided under the SEBI (ICDR)Regulations, 2009
Reserved Category / Categories Categories of persons eligible for making Bids under reservation
portion.
SCSB/ Self Certified Syndicate
Banker
Shall mean a Banker to an Offer registered under SEBI (Bankers
to an Issue) Regulations, 1994, as amended from time to time,
and which Offer the service of making Bids/Application/s
Supported by Blocked Amount including blocking of bank
account and a list of which is available on
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
SME Platform of BSE/ SME Exchange The SME Platform of BSE Limited, approved by SEBI as an
SME Exchange for listing of equity shares offered under Chapter
XB of the SEBI (ICDR) Regulations
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and includes the
agreement to be entered into between our Company and the
Stock Exchange in relation to listing of Equity Shares on such
Stock Exchange.
SEBI (Foreign Portfolio Investor)
Regulations
The Securities and Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2014.
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow
Agreement, namely, [●]
Share Escrow Agreement Agreement to be entered into among our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the
transfer of Equity Shares under the Offer for Sale by Selling
Shareholders and credit of such Equity Shares to the DEMAT
account of the Allottees
Specified Locations Bidding centres where the Syndicate shall accept Bid cum
Application Forms from Bidders, a list of which is available on
the website of SEBI (www.sebi.gov.in) and updated from time
to time
Sub-Syndicate members The sub-syndicate members, if any, appointed by the BRLM and
the Syndicate Members, to collect Bid cum Application Forms
and Revision Forms Syndicate Agreement a dated [●] entered
into amongst the Company, Selling shareholders and the BRLM
Syndicate Agreement Agreement dated [●] entered into amongst the BRLM, the
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised%20Intermediarieshttp://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised%20Intermediariesfile:///C:/Users/Ashik.Joisar/AppData/Roaming/Microsoft/Word/www.sebi.gov.in
Page 15 of 396
Term Description
Syndicate Members, our Company and the Selling shareholders
in relation to the procurement of Bid cum Application Forms by
Syndicate
Syndicate ASBA A Bid submitted by an ASBA Bidder through the members of
the Syndicate or their respective sub-Syndicate members at the
Syndicate ASBA Centres instead of the Designated Branches.
Syndicate ASBA centres The bidding centres of the members of the Syndicate or their
respective sub Syndicate
Syndicate Members Intermediaries registered with SEBI who are permitted to carry
out activities as an underwriter, namely, [●]
Syndicate or Members of the
Syndicate
The BRLM and the Syndicate Members
TRS or Transaction Registration Slip The slip or document issued by the Syndicate, or the SCSB (only
on demand), as the case may be, to the Bidder as proof of
registration of the Bid
Underwriter []
Underwriting Agreement The agreement dated [●] entered into between the Underwriter,
our Company and the Selling shareholders
Working Day All days, other than Sunday or a public holiday on which
commercial banks are open for business, provided however, with
reference to (a) announcement of Price Band; and (b) Bid/ Offer
Period, "Working Days" shall mean all days, excluding
Saturdays, Sundays and public holidays, which are working days
for commercial banks in India.
Post Application / Offer closing date and till the Listing of
Equity Shares: All trading days of stock exchanges excluding
Sundays and bank holidays in accordance with the SEBI circular
no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical and Industry terms
Term Description
2CCF TCompounded Cattle Feed
3CMP TChugoku Marine Paints
CPO Crude Palm Oil
CSO Central Statistics Office
DIPP Department of Industrial Policies and Promotion
EDP Entrepreneurship Development Programme
EPA Environmental Protection Agency
EPFO Employees’ Provident Fund Organization
ESI Employee State Insurance
FAO Food and Agriculture Organization
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FIPB Foreign Investment Promotion Board
BFSSAI BFood Safety and Standards Authority of India
DFY DFinancial Year
EGCMMF AGujarat Cooperative Milk Marketing Federation
Page 16 of 396
FGDP FGross Domestic Product
GMP Good Hygienic Practices
MGST MGoods and Services Tax
GVA Gross Value Added
HACCP Hazard Analysis and Critical Control Points
ICFNR Indian Council for Fertilizer and Nutrient Research
IMF International Monetary Fund
IVFA India Value Fund Advisors
MEIS Merchandise Exports from India Scheme
MMoFPI Ministry of Food Processing Industries
VM-SIPS VModified Special Incentive Package Scheme
WMSME WMicro, Small & Medium Enterprises
MYEA Mid-Year Economic Analysis
PMGKY Pradhan Mantri Garib Kalyan Yojana
RBI Reserve Bank of India
UDAY Ujwal DISCOM Assurance Yojana Scheme
UNIDO United Nations Industrial Development Organization
US/ U.S./ USA United States of America
WPI Wholesale Price Index
Conventional and General terms/abbreviations
Terms Description
A.Y./AY Assessment Year
A/C Account
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
AoA Articles of Association
AS/Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants
of India
ASBA Application Supported by Blocked Amount
BIFR Board for Industrial and Financial Reconstruction
BRLM Book Running Lead Manager
BSE BSE Limited Or Bombay Stock Exchange
CAGR Compounded Annual Growth Rate
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
CC Cash Credit
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identification Number
Cm Centimeter
Page 17 of 396
Terms Description
CMD Chairman and Managing Director
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that
have ceased to have effect upon notification of the Notified Sections) and
the Companies Act, 2013.
Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the
notification of the notified sections
CS Company Secretary
CST Central Sales Tax
Depositories NSDL (National Securities Depository Limited) and CDSL (Central
Depository Services Limited); Depositories registered with the SEBI
under the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time.
DGFT Directorate General of Foreign Trade
DIN Director Identification Number
DIPP Department of Industrial Policy & Promotion
DP Depository Participant
DP ID Depository Participant’s Identity
EBIDTA Earnings before interest, depreciation, tax, amortization and
extraordinary items
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EPFA The Employees‘ Provident Funds and Miscellaneous Provisions Act,
1952
EPS Earnings Per Share
ESIC Employee State Insurance Corporation
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
F.Y./FY Financial Year
FCNR Account Foreign Currency Non Resident Account
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act 1999, as amended from time to time
and the regulations framed there under
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995, as amended from time to time.
FII(s) Foreign Institutional Investor, as defined under the FII Regulations and
registered with the SEBI under applicable laws in India
FIPB The Foreign Investment Promotion Board, Ministry of Finance,
Government of India
FIs Financial Institutions
FPI(s) Foreign Portfolio Investor means a person who satisfies the eligibility
criteria prescribed under regulation 4 and has been registered under
Chapter II of Securities And Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2014, which shall be deemed to be an
intermediary in terms of the provisions of the SEBI Act,1992
FV Face Value
FVCI Foreign Venture Capital Investor registered under the Securities and
Exchange Board of India (Foreign Venture Capital Investor) Regulations,
Page 18 of 396
Terms Description
2000
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
GIR Number General Index Registry number
GoI/ Government Government of India
HNI High Networth Individual
HUF Hindu Undivided Family
I. T. Act The Income Tax Act, 1961, as amended.
ICAI Institute of Chartered Accountants of India
ICDR Regulations/ SEBI
Regulations/ SEBI (ICDR)
Regulations/Regulations
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
as amended from time to time
IFRS International Financial Reporting Standards
Indian GAAP Generally Accepted Accounting Principles in India
INR Indian National Rupee
IPO Initial Public Offering
IRDA Insurance Regulatory and Development Authority
IT Authorities Income Tax Authorities
IT Rules The Income Tax Rules, 1962, as amended from time to time
Key Managerial Personnel /
KMP
The officers declared as a Key Managerial Personnel and as mentioned in
the chapter titled "Our Management" beginning on page 179 of this Draft
Red Herring Prospectus
KVA Kilovolt-ampere
Listing Regulations / SEBI
Listing Regulations/ SEBI
(LODR) Regulations
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Ltd. Limited
MD Managing Director
MICR Magnetic Ink Character Recognition
Mn Million
MoA Memorandum of Association
MoF Ministry of Finance, Government of India
MoU Memorandum of Understanding
N/A or N.A. Not Applicable
NAV Net Asset Value
NBFC Non Banking Finance Company
Net Worth The aggregate of the paid up share capital, share premium account, and
reserves and surplus (excluding revaluation reserve) as reduced by the
aggregate of miscellaneous expenditure (to the extent not adjusted or
written off) and the debit balance of the profit and loss account
NI Act Negotiable Instruments Act, 1881
NOC No Objection Certificate
NR Non Resident
NRE Account Non Resident (External) Account
NRI Non Resident Indian, is a person resident outside India, who is a citizen
of India or a person of Indian origin and shall have the same meaning as
ascribed to such term in the Foreign Exchange Management (Deposit)
Regulations, 2000, as amended from time to time
Page 19 of 396
Terms Description
NRO Account Non Resident (Ordinary) Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
p.a. per annum
P/E Ratio Price Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
Pvt. Private
QIB Qualified Institutional Buyer
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
RoC Registrar of Companies
RoNW Return on Net Worth
Rs. / INR Indian Rupees
SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957
SCSB Self Certified Syndicate Bank
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time
to time
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000
SEBI Insider Trading
Regulations
The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended
from time to time, including instructions and clarifications issued by SEBI
from time to time
SEBI Takeover Regulations
/ Takeover Code
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996 as repealed pursuant to the SEBI AIF Regulations
Sec Section
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended
from time to time
SME Small Medium Enterprise
SSI Undertaking Small Scale Industrial Undertaking
Stock Exchange (s) SME Platform of BSE Limited
STT Securities Transaction Tax
Sub-Account Sub-accounts registered with SEBI under the SEBI (Foreign Institutional
Investor) Regulations, 1995, other than sub-accounts which are foreign
corporate or foreign individuals.
TAN Tax Deduction Account Number
Page 20 of 396
Terms Description
TIN Taxpayers Identification Number
TNW Total Net Worth
TRS Transaction Registration Slip
U.S. GAAP Generally accepted accounting principles in the United States of America
u/s Under Section
UIN Unique Identification Number
UOI Union of India
US/ U.S. / USA/ United
States United States of America
USD / US$ / $ United States Dollar, the official currency of the United States of America
UV Ultraviolet
VAT Value Added Tax
VCF / Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and
Exchange Board of India (Venture Capital Funds) Regulations, 1996)
registered with SEBI under applicable laws in India.
w.e.f. With effect from
WDV Written Down Value
WTD Whole-time Director
YoY Year over year
Notwithstanding the following: -
i. In the section titled "Main Provisions of the Articles of Association" beginning on page 337 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that
section;
ii. In the section titled "Financial Statements" beginning on page 208 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;
iii. In the section titled "Risk Factor" beginning on page 25 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;
iv. In the chapter titled "Statement of Possible Tax Benefits" beginning on page 124 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that chapter; and
v. In the chapter titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 209 of this Draft Red Herring Prospectus, defined terms shall
have the meaning given to such terms in that chapter.
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CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA
AND CURRENCY OF PRESENTATION
All references to "India" are to the Republic of India and all references to the "Government" are to the
Government of India.
Financial Data
Unless stated otherwise, the financial data included in this Draft Red Herring Prospectus are extracted from
the restated financial statements of our Company, prepared in accordance with the applicable provisions of
the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in
the report of our Peer Reviewed Auditor, set out in the section titled "Financial Statements" beginning on
page 208 this Draft Red Herring Prospectus. Our restated financial statements are derived from our audited
financial statements prepared in accordance with Indian GAAP and the Companies Act, and have been
restated in accordance with the SEBI (ICDR) Regulations. Our fiscal year commences on April 1st of each
year and ends on March 31st of the next year. All references to a particular fiscal year are to the 12 month
period ended March 31st of that year. In this Draft Red Herring Prospectus, any discrepancies in any table
between the total and the sums of the amounts listed are due to rounding-off. All decimals have been
rounded off to two decimal points.
There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not
attempted to quantify their impact on the financial data included herein and urges you to consult your own
advisors regarding such differences and their impact on the Company’s financial data. Accordingly to what
extent, the financial statements included in this Draft Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting practices /
Indian GAAP. Any reliance by persons not familiar with Indian Accounting Practices on the financial
disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. Any percentage
amounts, as set forth in "Risk Factors", "Our Business", "Management’s Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Draft Red Herring Prospectus unless
otherwise indicated, have been calculated on the basis of the Company’s restated financial statements
prepared in accordance with the applicable provisions of the Companies Act, Indian GAAP and restated in
accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditor, set out in
the section titled "Financial Statements" beginning on page 208 of this Draft Red Herring Prospectus.
Currency of Presentation
In this Draft Red Herring Prospectus, references to "Rupees" or "Rs." or "INR" or "`" are to Indian Rupees,
the official currency of the Republic of India. All references to "$", "US$", "USD", "U.S. $"or "U.S.
Dollars" are to United States Dollars, the official currency of the United States of America. All references
to "%". All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’
or ‘ten lakhs’, the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’
and ‘billion / bn./ Billions’ means ‘one hundred crores’.
Industry & Market Data
Unless stated otherwise, Industry and Market data and various forecasts used throughout this Draft Red
Herring Prospectus have been obtained from publically available Information, Industry Sources and
Government Publications. Industry Sources as well as Government Publications generally state that the
information contained in those publications has been obtained from sources believed to be reliable but their
accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be
assured. Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has
not been independently verified by the Book Running Lead Manager or our Company or any of their
affiliates or advisors. Such data involves risks, uncertainties and numerous assumptions and is subject to
Page 22 of 396
change based on various factors, including those discussed in the section – "Risk Factors" on page 25 of
this Draft Red Herring Prospectus. Accordingly, investment decisions should not be based solely on such
information. Further, the extent to which the industry and market data presented in this Draft Red Herring
Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies
used in compiling such data. There are no standard data gathering methodologies in the industry in which
we conduct our business, and methodologies and assumptions may vary widely among different industry
sources.
Page 23 of 396
FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain "forward-looking statements". These forward looking
statements can generally be identified by words or phrases such as "aim", "anticipate", "believe", "expect",
"estimate", "intend", "objective", "plan", "project", "shall", "will", "will continue", "will pursue" or other
words or phrases of similar meaning. Similarly, statements that describe our strategies, objectives, plans or
goals are also forward-looking statements. All forward looking statements are subject to risks, uncertainties
and assumptions about us that could cause actual results and property valuations to differ materially from
those contemplated by the relevant forward looking statement.
Important factors that could cause actual results to differ materially from our expectations include, but are
not limited to the following:-
• General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;
• Changes in laws and regulations relating to the sectors/areas in which we operate;
• Increased competition in the sectors/areas in which we operate;
• Factors affecting Industry in which we operate;
• Our ability to meet our capital expenditure requirements;
• Fluctuations in operating costs;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India, the monetary and interest rate policies of India and other countries;
• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
• The performance of the financial markets in India and globally;
• Any adverse outcome in the legal proceedings in which we are involved;
• Our failure to keep pace with rapid changes in technology;
• The occurrence of natural disasters or calamities;
• Other factors beyond our control;
• Our ability to manage risks that arise from these factors;
• Conflict of Interest with affiliated companies, the Promoter Group and other related parties; and
• Changes in government policies and regulatory actions that apply to or affect our business. For a further discussion of factors that could cause our actual results to differ, refer to section titled "Risk
Factors" and chapter titled "Management’s Discussion and Analysis of Financial Condition and Results of
Operations" beginning on pages 25 and 209 respectively of this Draft Red Herring Prospectus. 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 future gains or losses could materially differ from those that
have been estimated.
Future looking statements speak only as of the date of this Draft Red Herring Prospectus. Neither we, our
Directors, Book Running Lead Manager, Underwriter nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof
Page 24 of 396
or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with SEBI requirements, the BRLMs and our Company will ensure that investors in India
are informed of material developments until the grant of listing and trading permission by the Stock
Exchange.
Page 25 of 396
SECTION II – RISK FACTOR
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below,
before making an investment in our Equity Shares. In making an investment decision, prospective investors
must rely on their own examination of our Company and the terms of this Offer including the merits and
risks involved. Any potential investor in, and subscriber of, the Equity Shares should also pay particular
attention to the fact that we are governed in India by a legal and regulatory environment in which some
material respects may be different from that which prevails in other countries. The risks and uncertainties
described in this section are not the only risks and uncertainties we currently face. Additional risks and
uncertainties not known to us or that we currently deem immaterial may also have an adverse effect on our
business. 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 any part of your investment. Additionally,
our business operations could also be affected by additional factors that are not presently known to us or
that we currently consider as immaterial to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or
quantify the financial or other implications of any of the risks mentioned herein. Unless otherwise stated,
the financial information of our Company used in this section is derived from our restated financial
statements prepared in accordance with Indian GAAP and the Companies Act, 2013 and its applicable
Companies Act Rules (as amended from time to time) and restated in accordance with the SEBI ICDR
Regulations. To obtain a better understanding, you should read this section in conjunction with the chapters
titled “Our Business” beginning on page 147, “Our Industry” beginning on page 127 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 209
respectively, of this Draft Red Herring Prospectus as well as other financial information contained herein.
The following factors have been considered for determining the materiality of Risk Factors:
• Some events may not be material individually but may be found material collectively; • Some events may have material impact qualitatively instead of quantitatively; and • Some events may not be material at present but may have material impact in future. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed
in the risk factors mentioned below. However, there are risk factors where the impact may not be
quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise stated, the
financial information of the Company used in this section is derived from our financial statements under
Indian GAAP, as restated in this Draft Red Herring Prospectus. Unless otherwise stated, we are not in a
position to specify or quantify the financial or other risks mentioned herein. For capitalized terms used but
not defined in this chapter, refer to the chapter titled “Definitions and Abbreviation” beginning on page 3
of this Draft Red Herring Prospectus. The numbering of the risk factors has been done to facilitate ease of
reading and reference and does not in any manner indicate the importance of one risk factor over another.
The risk factors are classified as under for the sake of better clarity and increased understanding:
Page 26 of 396
INTERNAL RISK FACTORS
BUSINESS / COMPANY SPECIFIC RISK
1. Our Company, Directors/Promoters are parties to certain legal proceedings including taxation. Any adverse decision in such proceedings may have a material adverse effect on our business, results of
operations and financial condition.
There are certain outstanding legal proceedings, including tax proceedings, involving our Company,
Directors and our Promoters. These legal proceedings are pending at different levels of adjudication before
various courts and tribunals. A summary of outstanding litigation in relation to direct tax matters and other
material pending litigation by and against our Company and Directors/ Promoters is set out below.
Entity No. of cases Total outstanding demand (Rs. in
lakhs)
Company
Litigation against our Company
Litigation involving criminal laws
Nil -
Litigation Involving Actions by Statutory/Regulatory Authorities
Nil -
Litigation involving tax liabilities
(i) Direct Tax Liabilities
4 4.64
(ii) Indirect Tax Liabilities
Nil -
Other material pending litigation
Nil -
Litigation by our Company
Litigation Involving Criminal Laws
Nil -
Litigation Involving Actions by Statutory/Regulatory Authorities
Nil -
Litigation Involving Tax Liabilities
(i) Direct Tax Liabilities
Nil -
(ii) Indirect Tax Liabilities
Ris
k F
act
or
Internal
Business Risk
Issue Related
External
Industry Related
Others
Page 27 of 396
Entity No. of cases Total outstanding demand (Rs. in
lakhs)
Nil -
Other material pending litigation
Nil -
Directors/Promoters
Litigation against our Direct