Draft Red Herring Prospectus

November 5, 2018

Please read Section 32 of the Companies Act, 2013

This Draft Red Herring Prospectus will be updated upon,

filing the Red Herring Prospectus with ROC

Book Built Offer

NEOGEN CHEMICALS LIMITED

Our Company was incorporated as ‘Neogen Chemicals Private Limited’ on March 7, 1989, at Thane, Maharashtra as a private limited company under the Companies Act, 1956 and

received a certificate of incorporation from the Registrar of Companies, Mumbai, Maharashtra. Subsequently, pursuant to a special resolution passed by the shareholders of our

Company on May 2, 1998, our Company was converted to a public limited company and the name of our Company was changed to ‘Neogen Chemicals Limited’, and a fresh

certificate of incorporation dated July 2, 1998 was issued to our Company by the Registrar of Companies, Mumbai, Maharashtra. For further details, please refer to the chapter

‘History and Certain Corporate Matters’ on page 166.

Registered and Corporate Office: 1002, 10th Floor, Dev Corpora Bldg, Opp. Cadbury Junction, Off Pokhran Road No. 2, Khopat, Thane - 400 601, Maharashtra, India; Tel: +91 22 2549 7300; Fax: +91 22 2549 7399; Corporate Identity Number: U24200MH1989PLC050919;

Email: investor@neogenchem.com; Website: www.neogenchem.com;

Contact Person: Lalit Ashok Karne, Company Secretary and Compliance Officer; Tel: +91 22 2549 7300; Fax: +91 22 2549 7399; Email: investor@neogenchem.com

PROMOTERS OF OUR COMPANY: HARIDAS THAKARSHI KANANI AND HARIN HARIDAS KANANI

INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (EQUITY SHARES) OF NEOGEN CHEMICALS LIMITED (OUR COMPANY) FOR CASH AT

A PRICE OF ₹ [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [•] PER EQUITY SHARE) AGGREGATING UP TO ₹ [•] MILLION (OFFER). THE OFFER COMPRISES

OF A FRESH ISSUE OF UP TO [•] EQUITY SHARES AGGREGATING UP TO ₹ 700.00 MILLION BY OUR COMPANY (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 1,699,600

EQUITY SHARES BY HARIDAS THAKARSHI KANANI (SELLING SHAREHOLDER 1) AND UP TO 1,200,400 EQUITY SHARES BY BEENA HARIDAS KANANI (‘SELLING

SHAREHOLDER 2’, AND ALONG WITH SELLING SHAREHOLDER 1 COLLECTIVELY REFERRED TO AS THE ‘SELLING SHAREHOLDERS’) AGGREGATING UP TO ₹[•] MILLION

(OFFER FOR SALE). THE OFFER SHALL CONSTITUTE [•]% OF THE POST-OFFERED PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH AND THE OFFER PRICE IS [•] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE

MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (BRLM)

AND THE CO-BOOK RUNNING LEAD MANAGER (CBRLM) AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], [●] AND [●] (WHICH ARE WIDELY CIRCULATED DAILY

ENGLISH, HINDI AND MARATHI NEWSPAPERS, RESPECTIVELY, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS

LOCATED), AT LEAST 5 WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (BSE) AND THE NATIONAL STOCK

EXCHANGE OF INDIA LIMITED (‘NSE’, AND TOGETHER WITH BSE REFERRED TO AS THE ‘STOCK EXCHANGES’) FOR THE PURPOSES OF UPLOADING ON THEIR

RESPECTIVE WEBSITES.

In case of any revisions in the Price Band, the Bid/Offer Period will be extended by at least 3 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 CBRLM and the terminals of the Syndicate Members and intimation to Self Certified Syndicate Banks (SCSB), Registered Brokers, Collecting Depository

Participants (CDP) and Registrar to the Issue and Share Transfer Agent (RTA) (and together with the SCSBs, Registered Brokers and CDPs the Registered Intermediary).

This Offer is being undertaken in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR) read with Regulation 41 of the Securities and Exchange Board of India (Issue

of Capital and Disclosure Requirements) Regulations, 2009, as amended (SEBI ICDR Regulations). The Offer is being made through the Book Building Process in accordance with Regulation 26(1) of the

SEBI ICDR Regulations, wherein not more 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) (QIB Portion), provided that our Company may,

in consultation with the BRLM and CBRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (Anchor Investor Portion),

out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net

QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other

than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis

to Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation on a proportionate basis to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject

to valid Bids being received at or above the Offer Price. All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the Applications Supported by Blocked Amount (ASBA)

process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Offer through

the ASBA process. For details, please refer to the chapter ‘Offer Procedure’ on page 442.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10 each. The Floor Price is [●] times the face

value of Equity Shares and the Cap Price is [●] times the face value of Equity Shares. The Offer Price (determined and justified by our Company and the Selling Shareholders, in consultation with the BRLM

and the CBRLM as stated in ‘Basis for Offer Price’ on page 107 ) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given

regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL 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 this Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer,

including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or

adequacy of the contents. Specific attention of the investors is invited to the section ‘Risk Factors’ on page 17.

COMPANY’S AND SELLING SHAREHOLDERS’ 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. Each Selling Shareholder accepts responsibility only for the statements in this Draft Red Herring Prospectus specifically made or confirmed with

respect to themselves and the Equity Shares offered by them in the Offer for Sale and confirms that such statements are true and correct in all material respects and are not misleading in any material respect.

LISTING

The Equity Shares offered in the Offer through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. In-principle approvals of BSE and NSE for listing the Equity Shares have been

received pursuant to letter dated [●] and letter dated [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus

shall be delivered for registration to the RoC in accordance with the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus

up to the Bid/Offer Closing Date. For details, please refer to the chapter ‘Material Contracts and Documents for Inspection’ on page 515.

BOOK RUNNING LEAD MANAGER CO-BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

INGA ADVISORS PRIVATE LIMITED

1229, Hubtown Solaris, N.S. Phadke Marg, Opp. Telli

Galli, Andheri (E) - 400 069,

Mumbai, Maharashtra, India

Telephone: +91 22 2681 6003

Facsimile: +91 22 2681 6020

Email: neogen.ipo@ingaadvisors.com

Investor Grievance Email: investors@ingaadvisors.com Website: www.ingaadvisors.com

Contact Person Details: Kavita Shah

SEBI Registration No.: INM000012573

BATLIVALA & KARANI SECURITIES INDIA PRIVATE

LIMITED

Ground Floor, City Ice Building,

298 Perin Nariman Street, Fort, Mumbai - 400001, India

Telephone: +91 22 4031 7000

Facsimile: +91 22 2263 5020/30

Email: merchantbanking@bksec.com

Investor Grievance Email: grievance.mbd@bksec.com Website: www.bksec.com

Contact Person Details: Darshan Piyush Trivedi/ Sujeet Gurav

SEBI Registration No.: INM000010908

LINK INTIME INDIA PRIVATE LIMITED

C-101, 1st Floor, 247 Park, L.B.S. Marg,

Vikhroli (West), 400 083,

Mumbai, Maharashtra, India

Fax: +91 22 4918 6195

E-mail: neogenchem.ipo@linkintime.co.in

Investor Grievance E-mail: neogenchem.ipo@linkintime.co.in

Website: www.linkintime.co.in

Contact Person: Shanti Gopalkrishnan

SEBI Registration No.: INR000004058

BID/OFFER PROGRAMME

BID/OFFER OPENS ON: [●]1 BID/OFFER CLOSES ON: [●]2

1 Our Company and the Selling Shareholders may, in consultation with the BRLM and CBRLM consider participation by Anchor Investors in accordance with the SEBI ICDR

Regulations. The Anchor Investor Bid/Offer Period shall be 1 Working Day prior to the Bid/Offer Opening Date. 2 Our Company and the Selling Shareholders may, in consultation with the BRLM and CBRLM consider closing the Bid/Offer Period for the QIBs 1 Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.

mailto:investor@neogenchem.comhttp://www.neogenchem.com/mailto:investors@ingaadvisors.commailto:neogenchem.ipo@linkintime.co.in

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TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................... 3

DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 3

FORWARD LOOKING STATEMENTS .......................................................................................................... 13

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................................................... 15

SECTION II: RISK FACTORS ............................................................................................................................. 17

SECTION III: INTRODUCTION.......................................................................................................................... 41

SUMMARY OF INDUSTRY .............................................................................................................................. 41

SUMMARY OF OUR BUSINESS ...................................................................................................................... 45

SUMMARY FINANCIAL INFORMATION .................................................................................................... 51

THE OFFER ......................................................................................................................................................... 64

GENERAL INFORMATION ............................................................................................................................. 65

CAPITAL STRUCTURE .................................................................................................................................... 74

SECTION IV: PARTICULARS OF THE OFFER ............................................................................................. 100

OBJECTS OF THE OFFER ............................................................................................................................. 100

BASIS FOR OFFER PRICE ............................................................................................................................. 107

STATEMENT OF TAX BENEFITS ................................................................................................................ 111

SECTION V: ABOUT OUR COMPANY ........................................................................................................... 114

INDUSTRY OVERVIEW ................................................................................................................................. 114

OUR BUSINESS................................................................................................................................................. 146

REGULATIONS AND POLICIES ................................................................................................................... 164

HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 166

OUR MANAGEMENT ...................................................................................................................................... 172

OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 189

GROUP COMPANIES ...................................................................................................................................... 192

RELATED PARTY TRANSACTIONS ........................................................................................................... 195

DIVIDEND POLICY ......................................................................................................................................... 196

SECTION VI: FINANCIAL INFORMATION................................................................................................... 198

FINANCIAL STATEMENTS ........................................................................................................................... 198

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ................. 378

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATION ..................................................................................................................................................... 382

FINANCIAL INDEBTEDNESS ....................................................................................................................... 401

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 409

GOVERNMENT AND OTHER APPROVALS .............................................................................................. 413

OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 422

SECTION VIII: OFFER INFORMATION ........................................................................................................ 434

TERMS OF THE OFFER ................................................................................................................................. 434

OFFER STRUCTURE ....................................................................................................................................... 439

OFFER PROCEDURE ...................................................................................................................................... 442

PART B - GENERAL INFORMATION DOCUMENT FOR INVESTING IN PUBLIC ISSUES ............ 454

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................ 488

SECTION IX: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .......................................... 489

SECTION X: OTHER INFORMATION ............................................................................................................ 515

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 515

DECLARATION ................................................................................................................................................ 517

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SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the words, expressions or terms used in this Draft Red Herring Prospectus

shall have the meaning set out below, and references to any statute or regulations, rules or acts or policies shall include

amendments thereto, from time to time. The words and expressions used in this Draft Red Herring Prospectus but not defined

herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR

Regulations, the SCRA, the Depositories Act, other apposite statute, or the rules and regulations made thereunder. In case of

inconsistency between the General Information Document (defined below) and other sections of this Draft Red Herring

Prospectus, the details mentioned in the other sections of this Draft Red Herring Prospectus shall prevail.

Notwithstanding the foregoing, terms used in the sections ‘Statement of Tax Benefits’, ‘Industry Overview’, Financial

Information’, ‘Main Provisions of Articles of Association’, ‘Outstanding Litigation and Material Developments’, ‘Regulations

and Policies’ and ‘Offer Procedure – Part B’ on pages 111, 114, 198, 489, 409, 164 and 454 respectively, shall have the

meaning ascribed to such terms in such sections.

General Company and conventional terms

Term Description

Articles/ Articles of Association/

AoA

Articles of association of our Company, as amended from time to time

Audit Committee The committee of the Board of Directors constituted as our Company’s audit

committee

Auditor/Statutory Auditor The statutory auditor of our Company viz. JMT & Associates, Chartered Accountants

Board/Board of Directors Board of Directors of our Company or a duly constituted committee thereof

“Company’, “our Company”, “the

Offerer” or “Neogen”

Neogen Chemicals Limited, a company incorporated under the Companies Act, 1956

and having its registered office at 1002, 10th Floor, Dev Corpora Building, Opp.

Cadbury Junction, Off Pokhran Road No. 2, Khopat, Thane - 400 601, Maharashtra,

India

Compliance Officer Our company secretary who has been appointed as the compliance officer of our

Company

Corporate Office Our corporate office located at 1002, 10th Floor, Dev Corpora Building, Opp. Cadbury

Junction, Off Pokhran Road No 2, Khopat, Thane – 400 601, Maharashtra, India

Director(s) The director(s) on the Board of our Company, unless otherwise specified

Equity Shares Equity shares of our Company of face value of ₹10 each

9.8% FRCPS 1,070,000 9.8% FRCPS allotted to Karvy Capital Limited

Group Our Company and Dhara Fine Chem Industries, a partnership firm incorporated under

the Indian Partnership Act, 1932 and having its office at 23, G.I.D.C Estate, Dabhoi –

391 110, Dist. Vadodara, Gujarat

Group Companies Neogen Advance Sciences LLP, a limited liability partnership. For details of our Group

Companies, please refer to the chapter ‘Group Companies’ on page 192.

IPO Committee The committee of the Board of Directors constituted in relation to this Offer by the

Board of Directors

Key Management Personnel/KMP Those individuals described in the chapter ‘Our Management – Key Management

Personnel’ on page 172.

Memorandum/MOA/Memorandum

of Association

Memorandum of association of our Company, as amended from time to time

Nomination and Remuneration

Committee

The committee of the Board of Directors constituted as our Company’s nomination

and remuneration committee

10% OCPS 10% cumulative optionally convertible preference shares

Promoters The promoters of our Company viz. Haridas Thakarshi Kanani and Harin Haridas

Kanani

Promoter Group The individuals and entities constituting our promoter group pursuant to Regulation

2(1)(zb) of the SEBI ICDR Regulations

Registered Office The registered office of our Company, situated at 1002, 10th Floor, Dev Corpora

Building, Opp. Cadbury Junction, Off Pokhran Road No. 2, Khopat, Thane 400 601,

Maharashtra, India

Registrar of Companies/RoC Registrar of Companies, Mumbai, Maharashtra

Restated Consolidated Financial

Statements

Proforma Ind AS Restated Consolidated Financial Information as at and for the 6

month period ended September 30, 2018, March 31, 2018, March 31, 2017, March 31,

2016, March 31, 2015, March 31, 2014 and included in the chapter ‘Financial

4

Term Description

Statements’ on page 198.

Restated Financial Statements Collectively, the Restated Standalone Financial Statements and Restated Consolidated

Financial Statements

Restated Standalone Financial

Statements

Proforma Ind AS Restated Standalone Financial Information as at and for the 6 month

period ended September 30, 2018, March 31, 2018, March 31, 2017, March 31, 2016,

March 31, 2015, March 31, 2014 and included in the chapter ‘Financial Statements’

on page 198 and included in the chapter ‘Financial Statements’ on page 198.

Selling Shareholder 1 Haridas Thakarshi Kanani

Selling Shareholder 2 Beena Haridas Kanani

Selling Shareholders Collectively, Selling Shareholder 1 and Selling Shareholder 2

Shareholders Shareholders of our Company, from time to time

Stakeholders’ Relationship

Committee

The committee of the Board of Directors constituted as our Company’s Stakeholders’

Relationship Committee

Revenue from Operations Total operating revenue adjusted for excise and cash discount.

“We”, “us” or “our” Unless the content otherwise indicates or implies, refers to our Company on a

consolidated basis together with the partnership firm, Dhara Fine Chem Industries

Offer Related Terms

Term Description

Abridged Prospectus Abridged prospectus prepared in accordance with Regulation 58 of SEBI ICDR Regulations

and appended to the Bid Cum Application Form

Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of

registration of the Bid Cum Application Form

Allot/Allotment/Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the Fresh

Issue and transfer of the Offered Shares pursuant to the Offer for Sale to the successful Bidders

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

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion, with a minimum

Bid of ₹100 million, in accordance with the SEBI ICDR Regulations

Anchor Investor Allocation

Price

The price at which Equity Shares will be allocated to the Anchor Investors in terms of the Red

Herring Prospectus and the Prospectus, which will be decided by our Company and Selling

Shareholders in consultation with the BRLM and the CBRLM on the Anchor Investor

Bid/Offer Period

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

the Prospectus

Anchor Investor Bid/Offer

Period

The day, one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor

Investors shall be submitted, prior to, and after which, the BRLM and CBRLM will not accept

any bids from Anchor Investors and allocation to Anchor Investors shall be completed

Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms

of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than

the Offer Price, but not higher than the Cap Price. The Anchor Investor Offer Price will be

decided by our Company and the Selling Shareholders in consultation with the BRLM and

the CBRLM.

Anchor Investor Pay-in Date In case of the Anchor Investor Offer Price being higher than the Anchor Investor Allocation

Price, the date as mentioned in the CAN but not later than 2 Working Days after the Bid/

Offer Closing Date

Anchor Investor Portion Up to 60% of the QIB Portion, consisting up to [●] Equity Shares, which may be allocated by

our Company in consultation with the BRLM and CBRLM, to Anchor Investors on a

discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic

Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above

the Anchor Investor Allocation Price

Application Supported by

Blocked Amount/ASBA

An application, whether physical or electronic, used by ASBA Bidders, to make a Bid

authorizing a SCSB to block the Bid Amount in the ASBA Account

ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted by

ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form

ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted

under the SEBI ICDR Regulations

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Term Description

ASBA Bidder(s) All Bidders except Anchor Investors

ASBA Form An application form, whether physical or electronic, used by ASBA Bidders, which will be

considered as the application for Allotment in terms of the Red Herring Prospectus and the

Prospectus

Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under the Offer and

which is described in the chapter ‘Offer Procedure- Allotment Procedure and Basis of

Allotment’ on page 477.

Bid(s) An indication to make an offer during the Bid/Offer Period by a Bidder other than an Anchor

Investor pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/Offer

Period by the Anchor Investors pursuant to submission of the Anchor Investor Application

Form, to subscribe to the Equity Shares at a price within the Price Band, including all revisions

and modifications thereto as permitted under the SEBI ICDR Regulations in terms of the Red

Herring Prospectus and Bid cum Application Form. The term ‘Bidding’ shall be construed

accordingly.

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable

by the Bidder/blocked in the ASBA Account on submission of a bid in the Offer

Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires

Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the

Designated Intermediaries will not accept any Bids, which shall be notified in all editions of

the English national newspaper [●], all editions of the Hindi national newspaper [●] and

Mumbai edition of the Marathi newspaper [●] (Marathi being the regional language of

Maharashtra where our Registered Office is located), each with wide circulation

Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the

Designated Intermediaries shall start accepting ASBA Bids for the Offer, which shall be

notified in all editions of the English national newspaper [●],all editions of the Hindi national

newspaper [●] and Mumbai edition of the Marathi newspaper [●] (Marathi being the regional

language of Maharashtra where our Registered Office is located), each with wide circulation

Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the

Bid/Offer Closing Date, inclusive of both days, during which prospective investors can submit

their Bids, including any revisions thereof.

Our Company and Selling Shareholders in consultation with the BRLM and the CBRLM, may

consider closing the Bid/Offer Period for QIBs, 1 Working Day prior to the Bid/Offer Closing

Date, in accordance with the SEBI ICDR Regulations, which shall also be notified in an

advertisement in the same newspapers in which the Bid/Offer Opening Date was published, as

required under the SEBI ICDR Regulations, which shall also be notified in an advertisement

in same newspapers in which the Bid/Offer Opening Date was published, as required under the

SEBI ICDR Regulations.

Bid Lot [●] Equity Shares

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring

Prospectus and the Bid cum Application Form and unless otherwise stated or implied,

includes an Anchor Investor

Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms i.e. Designated

SCSB Branch for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered

Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs

Book Building Process The book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in

terms of which the Offer is being made

Broker Centres Broker centres notified by the Stock Exchanges, where Bidders can submit the ASBA Forms

to a Registered Broker. The details of such Broker Centres, along with the name, bidding and

contact details of the Registered Brokers are available on the websites of the respective Stock

Exchanges (www.bseindia.com and www.nseindia.com)

BRLMs/Book Running Lead

Manager

The book running lead managers to the Offer, being Inga Advisors Private Limited

CAN/Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have

been allocated the Equity Shares, after the Anchor Investor Bid/Offer Period

Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer

Price and the Anchor Investor Offer Price will not be finalised and above which no Bids will

be accepted

CBRLM/Co-Book Running

Lead Manager

The co-book running lead manager being Batlivala & Karani Securities India Private Limited

6

Term Description

Collecting Depository

Participant(s) or CDP(s)

A depository participant as defined under the Depositories Act, 1996, registered with SEBI and

who is eligible to procure Bids at the Designated CDP Locations in terms of circular No.

GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Controlling Branches Such branches of SCSBs which coordinate Bids under the Offer with the BRLM and the

CBRLM, the Registrar and the Stock Exchanges, a list of which is available on the website of

SEBI at http://www/sebi.gov.in

Cut-off Price The Offer Price, finalised by our Company and the Selling Shareholders in consultation with

BRLM and the CBRLM, which shall be any price within the Price Band. 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

Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/ husband,

investor status, occupation and bank account details

Designated Date The date on which the funds are transferred by the Escrow Collection Bank(s) from the

Escrow Account(s) or the instructions are given to the SCSBs to unblock the ASBA Accounts

and transfer the amounts blocked by SCSBs as the case may be, to the Public Offer Account

or the Refund Account, as appropriate in terms of the Red Herring Prospectus and the

Prospectus, and the aforesaid transfer and instructions shall be issued only after finalisation

of the Basis of Allotment in consultation with the Designated Stock Exchange

Designated Intermediaries Syndicate, sub-syndicate, SCSBs, Registered Brokers, the CDPs and RTAs, who are

authorised to collect ASBA Forms from the Bidders, in relation to the Offer

Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms. The details

of such Designated CDP Locations, along with names and contact details of the Collecting

Depository Participants eligible to accept ASBA Forms are available on the respective

websites of the Stock Exchanges www.bseindia.com and www.nseindia.com

Designated RTA Locations Such locations of the RTAs where ASBA Bidders can submit the ASBA Forms to RTAs. The

details of such Designated RTA Locations, along with names and contact details of the RTAs

eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges

www.bseindia.com and www.nseindia.com

Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms submitted by ASBA

Bidders, a list of which is available on the website of SEBI at www.sebi.gov.in/ or such other

website as may be prescribed by SEBI from time to time

Designated Stock Exchange [●]

Draft Red Herring

Prospectus or DRHP

This Draft Red Herring Prospectus dated November 5, 2018 issued in accordance with the

SEBI ICDR Regulations including any addenda or corrigenda thereto.

Eligible NRI(s) NRIs from jurisdictions outside India where it is not unlawful to make an offer or invitation

under the Offer and in relation to whom the ASBA Form and the Red Herring Prospectus will

constitute an invitation to subscribe to or purchase the Equity Shares

Escrow Account(s) Account(s) opened for the Offer with the Escrow Collection Bank(s) and in whose favour the

Anchor Investors will transfer money through direct credit/ NEFT/RTGS in respect of the Bid

Amount when submitting a Bid

Escrow Agent [●]

Escrow Agreement Agreement to be entered into by our Company, Selling Shareholders the Registrar to the Offer,

the BRLM, the CBRLM, the Escrow Collection Bank(s), the Refund Banker and the Public

Offer Bank(s) for collection of the Bid Amounts from the Anchor Investors, transfer of funds

from the Escrow Account to the Public Offer Account and where applicable, refunds of the

amounts collected from the Bidders, on the terms and conditions thereof

Escrow Collection Bank(s) Banks which are clearing members and registered with SEBI as bankers to an issue and with

whom Escrow Account(s) will be opened

Equity Listing Agreements The listing agreements to be entered into by our Company with the Stock Exchanges in

relation to our Equity Shares

First Bidder The Bidder whose name appears first in the Bid cum Application Form in case of a joint Bid

and whose name shall also appear as the first holder of the beneficiary account held in joint

names or any revisions thereof

Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the Offer

Price and the and Anchor Investor Offer Price will be finalised and below which no Bids will

be accepted

Fresh Issue The issue of up to [●] Equity Shares aggregating up to ₹ 700.00 million proposed to be issued

by our Company as part of the Offer

General Information

Document/GID

The General Information Document prepared and issued in accordance with the circular

(CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI and updated pursuant to

the circulars (CIR/CFD/POLICYCELL/III/2015) dated November 10, 2015 and

http://www.nseindia.com/http://www.nseindia.com/

7

Term Description

(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, suitably modified and included

in the chapter ‘Offer Procedure’ on page 442.

Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual

Funds) Regulations, 1996

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [●] Equity Shares which

shall be available for allocation to Mutual Funds only

Net Proceeds Proceeds of the Offer, less Offer related expenses. For further information about the Offer

related expenses, please refer to the chapter ‘Objects of the Offer’ on page 100

Net QIB Portion The portion of the QIB Portion less the number of Equity Shares allocated to the Anchor

Investors

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for the Equity

Shares for an amount more than ₹ 200,000 (but not including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity Shares

which shall be available for allocation on a proportionate basis to Non-Institutional Bidders,

subject to valid Bids being received at or above the Offer Price

Offer The initial public offer of up to [●] Equity Shares of face value of ₹ 10 each for cash at a price

of ₹ [●] each, aggregating up to ₹ [●] million, comprising: (i) the Fresh Issue of up to [●]

Equity Shares aggregating up to ₹ 700.00 million; and (ii) Offer for Sale of up to 2,900,000

Equity Shares aggregating up to ₹ [●] million by the Selling Shareholders.

Offer Agreement The agreement dated November 5, 2018 between our Company, Selling Shareholders and the

BRLM and the CBRLM, pursuant to which certain arrangements are agreed to in relation to

the Offer

Offer for Sale The offer for sale of Equity Shares by the Selling Shareholders, aggregating up to 2,900,000

Equity Shares comprising an offer for sale by Haridas Thakarshi Kanani of up to 1,699,600

Equity Shares and offer for sale by Beena Haridas Kanani of up to 1,200,400 at the Offer

Price in terms of the Red Herring Prospectus.

Offer Proceeds The proceeds of the Offer which shall be available to the Company. For further information

about use of the Offer Proceeds, please refer to the chapter ‘Objects of the Offer’ on page 100

Offer Price The final price at which the Equity Shares will be Allotted to Bidders other than Anchor

Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer

Price in terms of the Red Herring Prospectus. The Offer Price will be decided by our Company

and the Selling Shareholders in consultation with the BRLM and the CBRLM, on the Pricing

Date. Unless otherwise stated or the context otherwise implies, the term Offer Price refers to

the Offer Price applicable to investors other than Anchor Investors

Offered Shares Up to 2,900,000 Equity Shares aggregating up to ₹ [●] million offered by the Selling

Shareholders in the Offer

Price Band Price Band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum

price of ₹ [●] per Equity Share (Cap Price), including any revisions thereof.

The Price Band will be decided by our Company and the Selling Shareholders in consultation

with the BRLM and the CBRLM and will be advertised, at least 5 Working Days prior to the

Bid/Offer Opening Date, in [●] editions of the English national newspaper [●], [●] editions

of the Hindi national newspaper [●] and [●] editions of the Marathi newspaper [●] (Marathi

being the regional language of Maharashtra where our registered office is located), each with

wide circulation and shall be made available to the Stock Exchanges for the purpose of

uploading on their respective websites.

Pricing Date The date on which our Company and the Selling Shareholders in consultation with BRLM

and the CBRLM will finalise the Offer Price

Prospectus The Prospectus to be filed with the RoC in accordance with section 26 of the Companies Act,

2013 and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined

through the Book Building Process, the size of the Offer and certain other information,

including any addenda or corrigenda thereto

Public Offer Account Account opened with the Public Offer Bank(s) to receive monies from the Escrow Account(s)

and to which the funds shall be transferred by the SCSBs from the ASBA Accounts of the

successful Allottees, on or after the Designated Date

Public Offer Bank(s) Bank(s) with whom the Public Offer Account for collection of bidding amount from Escrow

Account(s) and ASBA Accounts of the successful Allottees will be opened

QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of

the Offer, which shall be allocated on a proportionate basis to QIBs, including the Anchor

Investor subject to valid Bids being received at or above the Offer Price

Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR

8

Term Description

Buyers/QIBs Regulations

Red Herring Prospectus/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,

and includes any addenda and corrigenda thereto. The Red Herring Prospectus will be filed

with the RoC at least 3 Working Days before the Bid/Offer Opening Date and will become

the Prospectus upon filing with the RoC after the Pricing Date

Refund Account(s) The account opened with the Refund Banker, from which refunds, if any, of the whole or part

of the Bid Amount to Anchor Investors shall be made

Refund Banker [●]

Refunds through electronic

transfer of funds

Refunds through NACH, Direct Credit, RTGS or NEFT, as applicable

Registered Brokers Stock Brokers registered with SEBI under the Securities and Exchange Board of India (Stock

Brokers and Sub Brokers) Regulations, 1992 and the Stock Exchanges having nationwide

terminals, other than the members of the Syndicate and having terminals at any of the Broker

Centres and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October

4, 2012 issued by SEBI

Registrar Agreement The agreement dated November 3, 2018 between our Company, Selling Shareholders and the

Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the

Offer pertaining to the Offer

Registrar and Share Transfer

Agents/RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the

Designated RTA Locations in terms of circular No. CIR/CFD/POLICYCELL/11/2015 dated

November 10, 2015 issued by SEBI

Registrar to the

Offer/Registrar

Registrar to the Offer, in this case being Link Intime India Private Limited

Retail Individual Bidder(s) Individual Bidders who have Bid for the Equity Shares for an amount not more than ₹ 200,000

in any of the bidding options in the Offer (including HUFs applying through their Karta and

Eligible NRIs)

Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity Shares

which shall be available for allocation to Retail Individual Bidder(s) subject to valid Bids

being received at or above the Offer Price

Revision Form Form used by the Retail Individual Bidders to modify the quantity of the Equity Shares or the

Bid Amount in any of their ASBA Forms or any previous revision form(s) before closure of

the Offer. Kindly note that QIBs and Non-Institutional Bidders are not allowed to withdraw

or lower their Bid (in terms of quality of Equity Shares or the Bid Amount) at any stage, once

submitted

Self-Certified Syndicate

Banks or SCSBs

The banks registered with SEBI, offering services in relation to ASBA, a list of which is

available on the website of SEBI at http://www.sebi.gov.in/sebiweb /home

/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by

SEBI from, time to time

Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders

Stock Exchanges BSE and NSE

Syndicate Agreement The agreement to be entered into amongst the BRLM. The CBRLM, the Syndicate Members,

the Registrar to the Offer, the Selling Shareholders and our Company in relation to the

collection of Bid cum Application Forms by the Syndicate

Syndicate Members Intermediaries registered with the SEBI who are permitted to carry out activities as an

underwriter, namely, [●]

Syndicate/members of the

Syndicate

BRLM, CBRLM and the Syndicate Members

TRS/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

Underwriters BRLM, CBRLM and the Syndicate Members

Underwriting Agreement The agreement amongst the Underwriters, the Selling Shareholders and, our Company to be

entered into on or after the Pricing Date

Working Days All days other than second and fourth Saturdays of the month, Sundays or public holidays, on

which commercial banks in Mumbai are open for business; provided however ‘Working Day’,

with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, shall mean all

days, excluding Saturdays, Sundays and public holidays, on which commercial banks in

Mumbai are open for business; and (c) the time period between the Bid/Offer Closing Date

and the listing of the Equity Shares on the Stock Exchanges, shall mean all trading days of

Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular

http://www.sebi.gov.in/sebiweb

9

Term Description

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Business / Industry Related Terms

Term Description

APAC region Asia Pacific Region

API Active pharmaceutical ingredient

Bromine A chemical element with symbol ‘Br’

Brominating agent A chemical compound capable of introducing bromine into a molecule

Bromination A chemical reaction by which bromine is introduced to a compound or material

Brominated compound A chemical which has been treated or introduced with Bromine by way of Bromination

Bromine source A compound or chemical which is a primary source of Bromine

CPhI Convention on Pharmaceutical Ingredients

Grignard reagent A chemical formed by reaction of magnesium with an organic halide

Halogenation A chemical reaction by which a halogenic element such as Bromine is added to a

compound

HVAC Heating ventilation and air-conditioning industry.

Inorganic chemicals Chemicals with an ionic bond

Ionic bond A chemical bond between a non-metal and a metal ion

ISO Storage Tanks Storage tanks built as per standards prescribed by International Organisation for

Standardisation.

Lithium A chemical element with symbol ‘Li’

Lithium compounds The specialty inorganic lithium-based chemical products of our Company

Lithium Source A compound or chemical which is a primary source of Lithium

Mahape Facility Our manufacturing facility located in Mahape, Navi Mumbai, Maharashtra

Organic chemicals Chemicals with a covalent bond.

Proposed Dahej Facility Planned additional facility in Dahej SEZ, Dahej Gujarat

Proposed Vadodara Facility Planned additional facility at Karakhadi, Vadodara, Gujarat

Specialty Chemicals Those chemicals that impart different properties to a variety of products (i.e. the effect

that specialty chemicals have varies based on the product) and have a high degree of value

addition.

Vadodara Facility Our manufacturing facility located in Karakhadi Vadodara, Gujarat.

VAM Vapour absorption machines

Abbreviations

Term Description

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

AS/Accounting Standards Accounting Standards issued by the ICAI

AY Assessment Year

BSE BSE Limited

Banking Regulation Act The Banking Regulation Act, 1949, as amended

CAGR Compounded Annual Growth Rate

Calendar Year Unless the context requires, shall refer to the 12-month period ending December 31, of

the year

Category II foreign portfolio

investor(s)/ Category II FPIs

FPIs who are registered as ‘Category II foreign portfolio investors’ under the SEBI FPI

Regulations

Category III foreign portfolio

investor(s)/ Category III FPIs

FPIs who are registered as ‘Category III foreign portfolio investors’ under the SEBI

FPI Regulations

CDSL Central Depository Services (India) Limited

CEO Chief Executive Officer

CENVAT Central Value Added Tax

CESTAT Customs, Excise and Service Tax Appellate Tribunal

10

CFO Chief Financial Officer

CIN Corporate identity number

CIT Commissioner of Income Tax

Client ID Client identification number of the Bidder’s beneficiary account

Companies Act/Act Companies Act, 1956 and/or the Companies Act, 2013, as applicable

Companies Act, 1956 Companies Act, 1956, as amended (without reference to the provisions thereof that

have ceased to have effect upon the notification of the Notified Sections)

Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the notification of the

Notified Sections

CRISIL CRISIL Limited

CRISIL Report Report titled ‘Assessment of the specialty chemicals industry in India’ issued by

CRISIL Research in August 2018

CRISIL Research A division of CRISIL

CSO Central Statistics Office

CSR Corporate social responsibility

CST Central Sales Tax

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996

DIN Director Identification Number

DIPP Department of Industrial Policy and Promotion

DP/ Depository Participant A depository participant as defined under the Depositories Act

DP ID Depository participant’s identification

ECS Electronic Clearing Service

EGM Extraordinary General Meeting

Electricity Act Electricity Act, 2003

EPS Earnings Per Share i.e. profit after tax for a Fiscal divided by the weighted average

outstanding number of equity shares at the end of that Fiscal

ESOP Employee Stock Option Plan

FCNR Foreign currency non-resident

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2017, as amended

FIFO First in first out

FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations

Financial Year / Fiscal / FY Period of twelve months ended March 31 of that particular year

FVCI Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI

FVCI Regulations

GDP Gross Domestic Product

GIR General index register

GoI/Government Government of India

GST Goods and Services Tax

HNI High Networth Individual

HUF Hindu Undivided Family

ICSI Institute of Company Secretaries of India

IFRS International Financial Reporting Standards issued by International Accounting

Standards Board

IMF International Monetary Fund

Indian GAAP Generally Accepted Accounting Principles in India

Ind AS Indian Accounting Standards prescribed under section 133 of the Companies Act,

2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015

IPO Initial public offering

11

ISIN International Securities Identification Number

IT Information Technology

I.T. Act The Income Tax Act, 1961

ITAT Income Tax Appellate Tribunal

KL Kilo litre

LC Letter of Credit

LLP Act Limited Liability Partnership Act, 2008

MCLR Marginal Cost of Funds based Lending Rate

MICR Magnetic ink character recognition

MIDC Maharashtra Industrial Development Corporation

Mn / mn Million

MOEF Ministry of Environment and Forests

MoU Memorandum of Understanding

N.A. Not applicable

National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November

23, 2005 of the GoI, published in the Gazette of India

NAV Net Asset Value being paid up equity share capital plus free reserves (excluding

reserves created out of revaluation) less deferred expenditure not written off (including

miscellaneous expenses not written off) and debit balance of profit and loss account,

divided by number of issued equity shares

NCT National Capital Territory

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

NGO Non-Governmental Organisation

Notified Sections The sections of the Companies Act, 2013 that have been notified as having come into

effect prior to the date of this Draft Red Herring Prospectus

NOC No Objection Certificate

NR/Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI, FIIs

registered with SEBI and FVCIs registered with SEBI

NRE Account Non Resident External Account

NRI A person resident outside India, who is a citizen of India or a person of Indian origin,

and shall have the meaning ascribed to such term in the Foreign Exchange

Management (Deposit) Regulations, 2000

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB / Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or indirectly

to the extent of at least 60% by NRIs including overseas trusts, in which not less than

60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which

was in existence on October 3, 2003 and immediately before such date had taken

benefits under the general permission granted to OCBs under FEMA

OFS Offer for Sale

p.a. Per annum

PBDITA Profit Before Interest, Taxes, Depreciation and Amortization

P&L Profit and loss

P/E Ratio Price/earnings Ratio

PAN Permanent Account Number allotted under the Income Tax Act, 1961

PAT Profit after tax

PIO Persons of Indian Origin

QE Quarter ended

QIB Qualified Institutional Buyer

RBI The Reserve Bank of India

Registration Act Registration Act, 1908

12

Regulation S Regulations S under the Securities Act

RONW Return on Net Worth

Rupees/Rs./₹/INR Indian Rupees

RTGS Real Time Gross Settlement

SBI State Bank of India

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992

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 Investor)

Regulations, 2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015

SEBI Takeover Regulations 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 Funds) Regulations, 1996 as

repealed pursuant to the SEBI AIF Regulations

Securities Act United States Securities Act of 1933

SICA Sick Industrial Companies (Special Provisions) Act, 1985

Sq. Ft./sq. ft. Square feet

State Government The Government of a state in India

Sec. Section

SEZ Special Economic Zone

Stamp Act The Indian Stamp Act, 1899

Stock Exchange(s) BSE and/or NSE as the context may refer to

TAN Tax Deduction Account Number

TDS Tax Deducted at Source

T.P. Act Transfer of Property Act, 1882

TR Ton of refrigeration

UIN Unique Identification Number

US / USA / United States United States of America

US GAAP Generally Accepted Accounting Principles in the United States of America

USD / US$ United States Dollars

VAT Value added tax

VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF

Regulations or the SEBI AIF Regulations, as the case may be

WC Working capital

WEO World economic outlook

WPI Wholesale Price Index

Notwithstanding the foregoing, terms in the chapters ‘Industry Overview’, ‘Statement of Tax Benefits’, ‘Financial Statements’,

‘Offer Procedure – Part B - General Information Document for Investing in Public Issues’ and ‘Main Provisions of Articles

of Association’ on pages 114, 111, 198, 442 and 489, respectively, shall have the meaning given to such terms in such sections.

13

FORWARD LOOKING STATEMENTS

Certain statements in this Draft Red Herring Prospectus are not historical facts but are ‘forward-looking’ in nature. Forward-

looking statements include statements concerning our Company’s plans, objectives, goals, strategies, future events, future

revenues or financial performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our

Company’s competitive strengths and weaknesses, our Company’s business strategy and the trends our Company anticipates

in the industries and the political and legal environment, and geographical locations, in which our Company operates, and other

information that is not historical information, and is based on the current views of our Company’s management.

Words such as “believe”, “anticipate”, “estimate”, “seek”, “expect”, “continue”, “intend”, “predict”, “project”, “should”,

“goal”, “future”, “could”, “may”, “will”, “would”, “targets”, “aims”, “is likely to”, “plan” and similar expressions, or variations

of such expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such

statements.

All forward looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual

results to differ materially from those contemplated by the relevant forward-looking statement and there can be no assurance

that any of these will prove to be correct.

These risks, uncertainties and other factors include, among other things, those listed under the section ‘Risk Factors’ on page

17, as well as those included elsewhere in this Draft Red Herring Prospectus. Prospective Investors should be aware that a

number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates

and intentions expressed in such forward-looking statements. These factors include, but are not limited to regulatory changes

pertaining to the industry in India and our ability to respond to them, our ability to successfully implement our strategy, our

development plan, our growth and expansion, technological changes, our exposure to market risks, general economic and

political conditions in India and overseas, which have an impact on our business activities or investments, the monetary and

fiscal policies of India and other jurisdictions, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange

rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic

laws, regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of

violence.

Important factors that could cause actual results to differ materially from our expectations include the following:

• Increased capacity due to future capacity augmentation;

• Loss of one or more of our significant customers or a significant reduction in production and sales of, or demand for our production from our significant customers;

• Strict quality checks and a consequent requirement to incur significant expenses to maintain such product quality;

• Absence of any firm commitment long-term agreements with our customers;

• Significant reliance on certain select customers and customers in application industries, in particular customers in the sectors such as pharmaceutical, agro-chemicals, refrigeration and construction chemicals;

• Availability of raw materials on commercially acceptable terms.

• Failure to identify and understand evolving industry trends and preferences and to develop new products to meet our customers' demands;

• Changes in the value of the Indian rupee and other currencies;

• Our inability to accurately forecast demand for our products, and accordingly manage our inventory or plan capacity increases;

• Our indebtedness and the conditions and restrictions imposed on us by our financing agreements;

• Increased costs on account of compliance with various law and regulations, in jurisdictions where we operate, including environmental and health and safety laws and regulations; and

• Dependence on a number of key management personnel and senior management personnel.

For a further discussion of factors that could cause our Company’s actual results to differ, please refer to the section ‘Risk

Factors’ on page 17 and the chapters ‘Our Business’ and ‘Management’s Discussion and Analysis of Financial Condition and

14

Results of Operations’ on pages 146 and 382, respectively. By their very 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. Neither our Company, the Selling Shareholders nor the Book

Running Lead Manager and the Co-Book Running Lead Manager nor any of their respective affiliates or advisors has any

obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the

occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with regulatory

requirements, our Company will ensure that investors in India are informed of material developments from the date of the Red

Herring Prospectus until the date of Allotment. The Selling Shareholders will ensure that investors are informed of material

developments in relation to the statements relating to and undertakings specifically confirmed or undertaken by it in the Red

Herring Prospectus and the Prospectus in relation to themselves or the Offered Shares until the time of the date of Allotment.

15

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India, all references to the “U.S.”,

the “USA” or the “United States” are to the United States of America. Unless stated otherwise, all references to page numbers

in this Draft Red Herring Prospectus are to the page numbers of this Draft Red Herring Prospectus.

Financial Data

Unless stated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our Restated Financial

Statements and comprise (a) the restated standalone financial statements expressed in Indian Rupees in millions has been

prepared under Indian Accounting Standards (Ind As) notified by the Companies (Indian Accounting Standards) Rules, 2014,

read with Section 133 of the Companies Act, 2013 as at and for the half year ended September 30, 2018, and Fiscals ended

March 31, 2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014 and (b) the restated consolidated

financial statements expressed in Indian Rupees in millions has been prepared under Indian Accounting Standards (Ind As)

notified by the Companies (Indian Accounting Standards) Rules, 2014, read with Section 133 of the Companies Act, 2013 as

at and for the half year ended September 30, 2018, and Fiscals ended March 31, 2018, March 31, 2017, March 31, 2016, March

31, 2015 and March 31, 2014 and have been restated in line with the SEBI ICDR Regulations and have been reviewed and

referred to as “Proforma Ind AS Restated Consolidated Financial Information”. For further details, please refer to the chapters

‘Summary Financial Information’, ‘Financial Statements’, and ‘Summary of Significant Differences between Indian GAAP and

Ind AS’ beginning on pages 51, 198 and 378, respectively.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year and accordingly all references to

a particular financial year, unless stated otherwise, are to the 12 months’ period ended on March 31 of that year.

There are significant differences between Indian GAAP, IFRS and U.S. GAAP. We have not attempted to explain those

differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors

regarding such differences and their impact on our financial data. Accordingly, the degree to which the Restated Financial

Information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the

reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR

Regulations. Any reliance by persons not familiar with the aforementioned policies and laws on the financial disclosures

presented in this Draft Red Herring Prospectus should accordingly be limited. Our Company does not provide a reconciliation

of its financial statements to IFRS or U.S. GAAP financial statements. For details in connection with risks involving differences

between Indian GAAP and other accounting principles, please refer to the section ‘Risk Factors’ on page 17.

All numbers in this Draft Red Herring Prospectus have been presented in million or in whole numbers where the numbers have

been too small to present in million, unless stated otherwise. One million represents 1,000,000 and one billion represents

1,000,000,000. Figures contained in this Draft Red Herring Prospectus, including our financial statements, have been subject

to rounding-off adjustments. All decimals have been rounded off to two decimal points. In this Draft Red Herring Prospectus,

any discrepancies in any table between the sums of the amounts listed in the table and totals are due to rounding off.

Unless the context requires otherwise, any percentage amounts, as set forth in this Draft Red Herring Prospectus, including in

the section ‘Risk Factors’ on page 17 and the chapters ‘Our Business’ and ‘Management’s Discussion and Analysis of Financial

Condition and Results of Operations’ on pages 146 and 382 respectively, have been calculated on the basis of the Restated

Financial Statements.

Market and Industry Data

The chapter ‘Summary of Industry’ and ‘Industry Overview’ quotes and otherwise includes information from a commissioned

report, or the CRISIL Report, prepared by CRISIL Research for the purposes of this Draft Red Herring Prospectus. We

commissioned CRISIL Research to provide an independent assessment of the opportunities, dynamics and competitive

landscape of the markets in India for the business we are engaged in.

CRISIL has issued the CRISIL Report with the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report)

based on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not

guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or

for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity

covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of

investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to

the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the

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Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have

the necessary permission and/or registration to carry out its business activities in this regard. CRISIL is not, and will not be,

responsible for ensuring compliances, and for the consequences of non-compliances, of the use of the Report or part thereof

outside India. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s

Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain

information of a confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s

Ratings Division / CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written

approval.”

Except for the CRISIL Report, we have not commissioned any report for purposes of this Draft Red Herring Prospectus and

any market and industry related data, other than that derived from the CRISIL Report, used in this Draft Red Herring Prospectus

has been obtained or derived from publicly available documents and other industry sources.

Industry sources and publications generally state that the information contained therein has been obtained from sources

generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their

reliability cannot be assured and accordingly, investment decisions should not be based on such information. Although we have

no reason to believe that industry data used in this Draft Red Herring Prospectus is not reliable, it has not been independently

verified by us, none of our Directors, the Selling Shareholders, the BRLM, the CBRLM or any of their affiliates or advisors nor

do we make any representation as to its accuracy or completeness. The data used in these sources may have been re-classified

by us for the purposes of presentation. Data from these sources may also not be comparable. Industry sources and publications

are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry

sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove

to be incorrect. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various

factors, including those discussed in the section ‘Risk Factors’ on page 17. Accordingly, investors should not place undue

reliance on, or base their investment decision on this information.

For further details, refer to the section ‘Risk Factors’ on page 17.

Further, the extent to which the market and industry data used 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. In addition, certain data in relation to our Company used in this Draft Red Herring

Prospectus has been obtained or derived from the CRISIL Report which may differ in certain respects from our Restated

Consolidated Financial Statements as a result of, inter alia, the methodologies used in compiling such data. Accordingly, no

investment decision should be made based on such information.

In accordance with the SEBI Regulations, the chapter ‘Basis for Offer Price’ on page 107 includes information relating to our

peer companies. Such information has been derived from publicly available sources, and neither we nor the BRLM, the CBRLM

have independently verified such information.

Currency and Units of Presentation

All references to ‘Rupees’ or ‘₹’ or ‘Rs.’ are to Indian Rupees, the official currency of the Republic of India.

In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have been

expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. However, where any figures that may have been sourced

from third-party industry sources are expressed in denominations other than millions, such figures appear in this Draft Red

Herring Prospectus expressed in such denominations as provided in their respective sources.

In this Draft Red Herring Prospectus, except the data obtained from the Restated Financial Statements, unless otherwise stated

the USD-INR conversion rate has been taken as 1 USD = ₹ 72.5474. (Source: www.rbi.org as on September 28, 2018).

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SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. Prospective investors 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. If any, or a combination, of the following risks materialises, our business, results of operations, cash flows

and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your

investment. The risks and uncertainties described below are not the only risks that we currently face. Additional risks and

uncertainties not presently known to us or that we do not, currently, believe to be material may also have an adverse effect on

our business, results of operations, cash flows and financial condition. The financial and other related implications of risks

concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. Unless otherwise stated in the

relevant risk factors set forth below, we are not able to specify or quantify the financial or other risks mentioned herein.

Investment in equity and equity related securities involves a degree of risk and Investors should not invest any funds in this

Offer unless they can afford to take the risk of losing all or a part of their investment. In making an investment decision,

prospective Investors must rely on their own examination of our Company and the terms of the Offer, including the risks

involved. To obtain a complete understanding of our business, you should read the chapters ‘Our Business’, ‘Management’s

Discussion and Analysis of Financial Condition and Result of Operations’ and ‘Financial Statements’ on pages 146, 382and

198, respectively. If our business, result of operations or financial condition suffers, the price of the Equity Shares and the

value of your investments in the Equity Shares could decline.

This Draft Red Herring Prospectus also contains forward looking statements, which refers to future events that may produce

known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual

results to be materially different from those expressed or implied by the forward-looking statements. For further details, please

refer to the chapter ‘Forward Looking Statements’ on page 13.

Unless stated or context requires otherwise, the financial information of our Company used in this Section is derived from our

Restated Consolidated Financial Statements.

1. There are proceedings pending against our Company and our Directors which if determined against our Company or these directors, may have an adverse effect on our business and results of operations.

There are outstanding legal proceedings involving our Company and our Directors which are pending at different

levels of adjudication before various courts, tribunals and other authorities. The amounts claimed in these proceedings

have been disclosed to the extent ascertainable and quantifiable and include amounts claimed jointly and severally

from our Company and other parties. Any unfavourable decision in connection with such proceedings, individually or

in the aggregate, could adversely affect our business and results of operations. Certain details of such outstanding legal

proceedings as of date of this Draft Red Herring Prospectus, to the extent quantifiable, are set out below:

Litigation involving our Company

Nature of tax involved Number of cases

outstanding

Amount involved in such

proceedings (₹ in million)

Direct tax

Sub-total (A) 3 2.70*

Indirect tax

Sub-total (B) 4 4.46**

Total (A+B) 7 7.16*

* To the extent quantifiable.

** To the extent quantifiable. In one of the matters, our Company has deposited an amount of ₹ 1.48 million, in protest,

with the office of Commissioner of Customs.

Litigation against our Directors

Civil and criminal proceedings

Particulars No. of cases Total amount

(in ₹ million)

Criminal proceedings 3 Nil

Litigation against our Promoters

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Type of direct tax No. of cases Total Amount

(in ₹ million)

Income Tax 1 0.1

An unfavourable outcome in any of these proceedings could have an adverse effect our business and results of

operations. For further details of legal proceedings involving our Company and our Directors please refer to the chapter

‘Outstanding Litigations and Material Developments’ on page 409.

2. Our Company is heavily reliant on the demand from application industries such as pharmaceuticals, agrochemicals, refrigeration and construction chemicals. Any downturn in the application industries could have

an adverse impact on our Company’s business and results of operations.

The products manufactured by our Company find diverse uses in varied application industries including

pharmaceuticals, agrochemicals and construction chemicals. While our products are, generally, capable of being used

in various application industries, a significant part of our revenue from the sale of specialty chemical compounds is

generated from sales to the pharmaceuticals industry. During the 6 month period ended September 30, 2018, Fiscal

2018, Fiscal 2017 and Fiscal 2016, our revenue from sale of organic and inorganic chemicals to pharmaceutical

industry was ₹762.92 million, ₹1,061.95 million, ₹ 580.71 million and ₹528.64 million, constituting 78.97%, 65.17%,

52.47% and 52.43% of our Revenue from Operations on a consolidated basis, respectively. There can be no assurance

that the lack of demand from any one of these industries can be off-set by sales to other industries in which our products

find application. Accordingly, any significant downturn in the application industries could have a significant impact

on our financial condition and our growth prospects.

3. Our manufacturing process involves the use of hazardous and flammable industrial chemicals which entails significant risks and could also result in enhanced compliance obligations

Our Company manufactures bromine-based compounds, lithium salts and other specialty chemical compounds such

as chlorine, fluorine and iodine-based compounds, and, consequently, our manufacturing facilities utilises various

hazardous and inflammable industrial chemicals such as bromine, inorganic acids such as hydrobromic acid,

hydrochloric acid and hydrofluoric acid, flammable organic solvents, brominating and chlorinating agents and other

corrosive raw materials. While our Company believes that it has necessary controls and processes in place, any failure

of such systems, mishandling of hazardous chemicals or any adverse incident related to the use of these chemicals or

otherwise during the manufacturing process may cause industrial accidents, fire, loss of human life, damage to our and

third-party property and, or, environmental damage. If any industrial accident, loss of human life or environmental

damage were to occur we could be subject to significant penalties, other actionable claims and, in some instances,

criminal prosecution. Any such event would in addition to adversely affecting our reputation also temporarily reduce

our manufacturing capacity which could adversely affect our business, results of operations and reputation.

Further, any environmental damages could increase the regulatory scrutiny and result in enhanced compliance

requirements including on use of materials and effluent treatment which would, amongst others, increase the cost of

our operations.

4. Our Company is heavily reliant on certain customers and significant part of our revenue is generated from select clients and we do not have long term contracts with these customers.

Our Company manufactures organic including bromine-based compounds and other specialty chemical compounds

such as chlorine, fluorine and iodine-based compounds and Grignard reagents. Our specialty organic chemical

compounds find application in user industries such as pharmaceutical, agrochemical, aroma chemical and electronic-

chemical. In addition, we also manufacture inorganic chemicals comprising lithium salts. Lithium salts find

application, primarily as refrigeration agents, and are sold to refrigeration OEMs. Lithium salts also find application

in pharmaceutical, specialty polymer and construction chemicals industries.

During the 6 month period ended September 30, 2018, Fiscal 2018, Fiscal 2017 and Fiscal 2016, our revenue from

organic chemicals was ₹ 685.13 million, ₹1,056.23 million, ₹ 634.20 million and ₹ 732.18 million, constituting

70.91%, 64.82%, 57.30% and 72.62% of our Revenue from Operations on a consolidated basis, respectively,.

Moreover, during the 6 month period ended September 30, 2018, Fiscal 2018, Fiscal 2017 and Fiscal 2016, our revenue

from inorganic chem