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WONDER FIBROMATS LIMITED (CIN- U31900DL2009PLC195174)
Our Company was originally incorporated at Delhi as “Wonder Fibromats Private Limited” on 13th October, 2009 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation issued by the Asst. Registrar of Companies, NCT of Delhi & Haryana. Consequent, upon the conversion of our Company into public limited company, the name of our Company was changed to “Wonder Fibromats Limited” vide fresh certificate of incorporation dated 5th July, 2018 issued by the Registrar of Companies, Delhi. For further details of incorporation, change of name and registered office of our Company, please refer to chapter titled “General Information” and “Our History and Corporate Structure” beginning on pages 68 and page 162 respectively of this Draft Prospectus.
Registered Office: 45, Okhla Industrial Estate, Phase-III, New Delhi 110020 Work: Factory at Khasra No. 105-106 Raipur Industrial Area, Bhagwanpur, Roorkee 247667
Tel: 011 66058952 Email: [email protected] Website: www.wonderfibromats.com
Contact Person: Ms. Nikita, Company Secretary & Compliance OfficerPROMOTER OF OUR COMPANY: MR. HARSH KUMAR ANAND, MR. YOGESH ANAND AND MR. YOGESH SAHNI
THE ISSUEPUBLIC ISSUE OF UPTO 22,51,200 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF WONDER FIBROMATS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING RS. [●] LACS (“THE ISSUE”), OF WHICH UPTO 1,12,800 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING RS. [●] LACS WILL BE RESERVED FOR SUBSCRIPTIONS BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 21,38,400 EQUITY SHARES OF FACE VALUE OF RS.10 EACH CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING RS. [●] LACS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.79% and 25.45% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY.THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. [●]/- I.E. [●] TIMES OF THE FACE VALUE OF THE EQUITY SHARES.In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 280 of this Draft Prospectus. A copy will be delivered for registration to the Registrar of companies as required under Section 26 of the Companies Act, 2013.All potential investors may participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 280 of this Draft Prospectus. In case of delay, if any in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. Qualified Institutional Buyers and Non-Institutional Investors shall compulsorily participate in the Issue through ASBA process. A Copy will be delivered for registration to the Registrar as required under Section 26 of the Companies Act, 2013.THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT) REGULATIONS, 2009 AS AMENDED FROM TIME TO TIME. For further details please refer to Section titled “Issue structure” beginning on Page 277 of this Draft Prospectus.
RISK IN RELATION TO THE FIRST ISSUEThis being the first public issue of our Company, there has been no formal market for our Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 and the issue price of Rs. [●] per Equity Share is [●] times of face value. The issue price (as determined by our Company in consultation with the Lead Manager and as stated in the chapter titled on “Basis for Issue Price” beginning on page 112 of this Draft Prospectus) 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 and/or sustained trading in the Equity Shares of the Company or regarding the price at which the equity shares will be traded after listing.
GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 15 of this Draft Prospectus.
ISSUER’s ABSOLUTE RESPONSIBILITYThe Company having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTINGThe Equity Shares of our Company offered through this Draft Prospectus are proposed to be listed on the SME Platform of National Stock Exchange of India Limited (“NSE”) (“NSE EMERGE”).Our Company has received an In Principle approval letter dated [●] from NSE for using its name in this offer document for listing of our shares on the NSE EMERGE. For the purpose of this Issue, the designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
TM
NAVIGANT CORPORATE ADVISORS LIMITED423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri Kurla Road, Andheri East, Mumbai-400 059Tel No. +91-22-41204837/49735078Email Id- [email protected] Investor Grievance Email: [email protected] Website: www.navigantcorp.com SEBI Registration Number: INM000012243Contact Person: Mr. Sarthak Vijlani
KARVY COMPUTERSHARE PRIVATE LIMITEDKarvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,Nanakramguda, Hyderabad 500 032Tel : +91 40 6716 2222Fax : + 91 40 2343 1551Website: https://karisma.karvy.com E-mail: [email protected] Investor Grievance E-mail: [email protected] Person : Mr. M Murali Krishna SEBI Registration : INR000000221
ISSUE PROGRAMMEISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
*Note: Number of shares may need to be adjusted for lot size upon determination of issue price.
DRAFT PROSPECTUS 100% Fixed Price Issue
Please read Section 26 and 32 of the Companies Act, 2013 Dated 14th September, 2018
SECTION I GENERAL
DEFINITIONS AND ABBREVIATIONS PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA FORWARD LOOKING STATEMENTSII RISK FACTORS III INTRODUCTION SUMMARY OF INDUSTRY OVERVIEW SUMMARY OF BUSINESS OVERVIEW SUMMARY OF FINANCIAL INFORMATION ISSUE DETAILS IN BRIEF GENERAL INFORMATION CAPITAL STRUCTURE OBJECTS OF THE ISSUE BASIC TERMS OF THE ISSUE BASIS FOR ISSUE PRICE STATEMENT OF TAX BENEFITS
IV ABOUT OUR COMPANY INDUSTRY OVERVIEW OUR BUSINESS KEY INDUSTRY REGULATIONS AND POLICIES OUR HISTORY AND CORPORATE STRUCTURE OUR MANAGEMENT OUR PROMOTERS OUR PROMOTER GROUP / GROUP COMPANIES / ENTITIES RELATED PARTY TRANSACTIONS DIVIDEND POLICY
V FINANCIAL INFORMATION FINANCIAL INFORMATION OF OUR COMPANY FINANCIAL INDEBTEDNESS MANAGEMENT DISCUSSION &
OF OPERATIONS VI LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS GOVERNMENT & OTHER APPROVALS OTHER REGULATORY AND STATUTORY DISCLOSURES
VII ISSUE RELATED INFORMATION TERMS OF THE ISSUE ISSUE STRUCTURE RESTRICTIONS OF FOREIGN OWNERSHIP OF INDIAN SECURITIES ISSUE PROCEDURE
VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATIONIX OTHER INFORMATION LIST OF MATERIALCON DECLARATION
TABLE OF CONTENTS
TITLE
DEFINITIONS AND ABBREVIATIONS PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA FORWARD LOOKING STATEMENTS
SUMMARY OF INDUSTRY OVERVIEW SUMMARY OF BUSINESS OVERVIEW SUMMARY OF FINANCIAL INFORMATION ISSUE DETAILS IN BRIEF GENERAL INFORMATION
OBJECTS OF THE ISSUE
TERMS OF THE ISSUE BASIS FOR ISSUE PRICE STATEMENT OF TAX BENEFITS ABOUT OUR COMPANY
KEY INDUSTRY REGULATIONS AND POLICIES OUR HISTORY AND CORPORATE STRUCTURE
OUR PROMOTER GROUP / GROUP COMPANIES / ENTITIES RELATED PARTY TRANSACTIONS
INFORMATION FINANCIAL INFORMATION OF OUR COMPANY FINANCIAL INDEBTEDNESS MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS
LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS GOVERNMENT & OTHER APPROVALS OTHER REGULATORY AND STATUTORY DISCLOSURES
INFORMATION
RESTRICTIONS OF FOREIGN OWNERSHIP OF INDIAN SECURITIES
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OTHER INFORMATION
ONTRACTS AND DOCUMENTS FOR INSPECTION
PAGE NO
2 12 14 15
39 53 61 66 68 76 102 111 112 118
120 134 154 162 172 190 195 200 201
202 228
ANALYSIS OF FINANCIAL CONDITION AND RESULTS 230
247 255 259
271 277 279 280 325
345 347
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 and may 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. SecuritieAccordingly, 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 wi
1
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 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. SecuritieAccordingly, 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
. 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.
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended 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
. 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
th the applicable laws of such jurisdiction.
DEFINITIONS
TERMS "our Company", "the Company", "“Wonder” or "the Issuer" “you”, “your” or “yours”
COMPANY RELATED TERMS
TERMS AOA/Articles/ Articles of Association Banker to the Issue Board of Directors / Board/Director(s) NSE
Companies Act
Depositories Act CIN DIN Depositories FIPB FVCI
Director(s)
Equity Shares / Shares
EPS GIR Number GoI/ Government Statutory Auditor / Auditor
Peer Review Auditor(s) Promoters
Promoter Group Companies /Group Companies / Group Enterprises HUF Indian GAAP IPO
2
SECTION I: GENERAL
DESCRIPTION"our Company", "the Company", "WFL", Wonder Fibromats Limited, a Public Limited Company
incorporated under the Companies Act, 1956Prospective Investors in this Issue
DESCRIPTION Articles of Association of Wonder Fibromats Limited
[●] The Board of Directors of Wonder Fibromats Limited
National Stock Exchange of India Limited (the Designated Stock Exchange) Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013 (to the extent notified) and / or Provisions of the Companies Act, 1956 w.r.t. to the sections which have not yet been replaced by the Companies Act, 2013 through any official notification. The Depositories Act, 1996 as amended from time to timeCompany Identification Number Directors Identification Number NSDL and CDSL Foreign Investment Promotion Board Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended from time to time.Director(s) of Wonder Fibromats Limited, unless otherwise specified Equity Shares of our Company of face value of Rs. 10 each unless otherwise specified in the context thereof Earnings Per Share. General Index Registry Number. Government of India. M/s AYK & Associates, Chartered Accountants, the StatutoryAuditors of our Company M/s. Ramanand & Associates, Chartered Accountants. Promoters of the Company being Mr. Yogesh AnandSahni and Mr. Harsh Kumar Anand Unless the context otherwise specifies, refers to those entities mentioned in the section titled “Our Promoter Group / Group Companies / Entities” on page 195 of this Draft Prospectus. Hindu Undivided Family Generally Accepted Accounting Principles in IndiaInitial Public Offering
DESCRIPTION a Public Limited Company
incorporated under the Companies Act, 1956.
Limited
Wonder Fibromats Limited
Limited (the Designated Stock
Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013 (to the extent notified) and / or Provisions of the Companies Act, 1956 w.r.t. to the sections which have not yet been replaced by the Companies Act, 2013 through
The Depositories Act, 1996 as amended from time to time
Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended from time to time.
, unless otherwise
Equity Shares of our Company of face value of Rs. 10 each unless
, Chartered Accountants, the Statutory
, Chartered Accountants. Yogesh Anand, Mr. Yogesh
Unless the context otherwise specifies, refers to those entities mentioned in the section titled “Our Promoter Group / Group
Draft Prospectus.
Generally Accepted Accounting Principles in India
TERMS Key Managerial Personnel / Key Managerial Employees
MOA/ Memorandum/ Memorandum of Association Non-Resident Non-Resident Indian/ NRI
Overseas Corporate Body / OCB
Person or Persons
Registered office of our Company SEBI
SEBI Act SEBI Regulation/ SEBI (ICDR) Regulations SEBI Takeover Regulations
SICA SME Platform of NSE/Stock Exchange / EMERGE SWOT RoC/ Registrar of Companies
ISSUE RELATED TERMS
Term Description
Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful Applicants
Allottee An Applicant to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the Applicants who have been allotted Equity approved by the designated Stock Exchanges
Application An indication to make an offer during the Issue Period by a prospective pursuant to submission of Application Form or during the Anchor Investor Issue PeriEquity Shares of the Issuer at a price including all revisions and modifications thereto.
3
DESCRIPTION The officers vested with executive powers and the officers at the level immediately below the Board of Directors as described in the section titled “Our Management” on page 172Prospectus. Memorandum of Association of Wonder Fibromats Limited
A person resident outside India, as defined under FEMAA person resident outside India, who is a citizen of India or a Person of Indian Origin as defined under FEMA RegulationsA 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. OCBs are not allowed to invest in this Issue.Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in it exists and operates, as the context requires
45, Okhla Industrial Estate, Phase-III, New Delhi -The Securities and Exchange Board of India constituted under the SEBI Act Securities and Exchange Board of India Act, 1992 The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time.Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended from time to time. Sick Industrial Companies (Special Provisions) Act, 1985The SME platform of NSE for listing of Equity ShaChapter X-B of the SEBI (ICDR) Regulations Analysis of strengths, weaknesses, opportunities and threatsRegistrar of Companies, Delhi
Description The allotment of Equity Shares pursuant to the Issue to successful Applicants An Applicant to whom the Equity Shares are Allotted Note or advice or intimation of Allotment sent to the Applicants who have been allotted Equity Shares after the Basis of Allotment has been approved by the designated Stock Exchanges An indication to make an offer during the Issue Period by a prospective pursuant to submission of Application Form or during the Anchor Investor Issue Period by the Anchor Investors, to subscribe for or purchase the Equity Shares of the Issuer at a price including all revisions and modifications thereto.
The officers vested with executive powers and the officers at the level immediately below the Board of Directors as described in the
172 of this Draft
Wonder Fibromats Limited
A person resident outside India, as defined under FEMA A person resident outside India, who is a citizen of India or a
FEMA Regulations 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
ocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations,
OCBs are not allowed to invest in this Issue. Any individual, sole proprietorship, unincorporated association,
orporated organization, body corporate, corporation, company, partnership, limited liability partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which
- 110020 The Securities and Exchange Board of India constituted under the
The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time.
(Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended from time to
Sick Industrial Companies (Special Provisions) Act, 1985 The SME platform of NSE for listing of Equity Shares offered under
Analysis of strengths, weaknesses, opportunities and threats
The allotment of Equity Shares pursuant to the Issue to successful
Note or advice or intimation of Allotment sent to the Applicants who Shares after the Basis of Allotment has been
An indication to make an offer during the Issue Period by a prospective pursuant to submission of Application Form or during the Anchor Investor
od by the Anchor Investors, to subscribe for or purchase the Equity Shares of the Issuer at a price including all revisions and
Term DescriptionApplication Form The form in terms of which the Applicant should make an application for
Allotment in Price Issue
Application Collecting Intermediaries
(i)
(ii)(iii)
(iv)
(v)
Application Supported by Blocked Amount/(ASBA)/ASBA
An application, wmake an application authorising an SCSB to block the Application Amount in the specified bank account maintained with such SCSB
ASBA Account Account maintained with an SCSB which may be blocked by such the extent of the Application Amount of the ASBA Applicant
ASBA Application An Application made by an ASBA Applicant
Application Amount The value indicated in Application Form and payable by the Applicant upon submission of the Application, less
Banker(s) to the Issue/
The banks which are clearing members and registered with SEBI as Banker to the Issue with whom the Public Issue Account(s) may be opened, and as disclosed in the Prospectus and Application Form of the Issuer
Basis of Allotment The basis on which the Equity Shares may be Allotted to successful Applicants under the IssueIssue Closing Date The date after which the SCSBs may not accept any Application for the
Issue, which may be notified in an English nadaily and a regional language newspaper at the place where the registered office of the Issuer is situated, each with wide circulation Applicants may refer to the Prospectus for the Issue Closing Date
Issue Opening Date The Issue, which may be the date notified in an English national daily, a Hindi national daily and a regional language newspaper at the place where the registered office of the Issuer is situated,Applicants may refer to the Prospectus for the Issue Opening Date
Issue Period
The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants (can submit theconsider closing the Issue Period for QIBs one working day prior to the Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009. Applicants may refer to the Prospectus for the
Lead Manager(s)/Lead Manager/ LM
The Lead Manager to the Issue as disclosed in the Draft Prospectus/ Prospectus and the Application Form of the Issuer.
Business Day Monday to Friday (except public holidays)
CAN/Confirmation of Allotment Note
The note or advice or intimation sent to each successful Applicant indicating the Equity Shares which may be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange
4
Description The form in terms of which the Applicant should make an application for Allotment in case of issues other than Book Built Issues, includes Fixed Price Issue
(i) an SCSB, with whom the bank account to be blocked, is maintained
(ii) a syndicate member (or sub-syndicate member) (iii) a stock broker registered with a recognised stock exchange (and
whose name is mentioned on the website of the stock exchange as eligible for this activity) ("broker")
(iv) a depository participant ("DP") (whose name is mentioned on the website of the stock exchange as eligible for this activity)
(v) a registrar to an issue and share transfer agent ("RTA") (whose name is mentioned on the website of the stock exchange as eligible for this activity)
An application, whether physical or electronic, used by Applicants to make an application authorising an SCSB to block the Application Amount in the specified bank account maintained with such SCSBAccount maintained with an SCSB which may be blocked by such the extent of the Application Amount of the ASBA ApplicantAn Application made by an ASBA Applicant The value indicated in Application Form and payable by the Applicant upon submission of the Application, less discounts (if applicable).The banks which are clearing members and registered with SEBI as Banker to the Issue with whom the Public Issue Account(s) may be opened, and as disclosed in the Prospectus and Application Form of the Issuer The basis on which the Equity Shares may be Allotted to successful Applicants under the Issue The date after which the SCSBs may not accept any Application for the Issue, which may be notified in an English national daily, a Hindi national daily and a regional language newspaper at the place where the registered office of the Issuer is situated, each with wide circulation Applicants may refer to the Prospectus for the Issue Closing DateThe date on which the SCSBs may start accepting application for the Issue, which may be the date notified in an English national daily, a Hindi national daily and a regional language newspaper at the place where the registered office of the Issuer is situated, each with wide circulation. Applicants may refer to the Prospectus for the Issue Opening DateThe period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants (can submit their application inclusive of any revisions thereof. The Issuer may consider closing the Issue Period for QIBs one working day prior to the Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009. Applicants may refer to the Prospectus for the Issue PeriodThe Lead Manager to the Issue as disclosed in the Draft Prospectus/ Prospectus and the Application Form of the Issuer. Monday to Friday (except public holidays) The note or advice or intimation sent to each successful Applicant indicating the Equity Shares which may be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange
The form in terms of which the Applicant should make an application for case of issues other than Book Built Issues, includes Fixed
an SCSB, with whom the bank account to be blocked, is
a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as
a depository participant ("DP") (whose name is mentioned on the ange as eligible for this activity)
registrar to an issue and share transfer agent ("RTA") (whose mentioned on the website of the stock exchange as
hether physical or electronic, used by Applicants to make an application authorising an SCSB to block the Application Amount in the specified bank account maintained with such SCSB Account maintained with an SCSB which may be blocked by such SCSB to the extent of the Application Amount of the ASBA Applicant
The value indicated in Application Form and payable by the Applicant discounts (if applicable).
The banks which are clearing members and registered with SEBI as Banker to the Issue with whom the Public Issue Account(s) may be opened, and as disclosed in the Prospectus and Application Form of the
The basis on which the Equity Shares may be Allotted to successful
The date after which the SCSBs may not accept any Application for the tional daily, a Hindi national
daily and a regional language newspaper at the place where the registered office of the Issuer is situated, each with wide circulation Applicants may refer to the Prospectus for the Issue Closing Date
date on which the SCSBs may start accepting application for the Issue, which may be the date notified in an English national daily, a Hindi national daily and a regional language newspaper at the place where the
each with wide circulation. Applicants may refer to the Prospectus for the Issue Opening Date The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants (can
ir application inclusive of any revisions thereof. The Issuer may consider closing the Issue Period for QIBs one working day prior to the Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009.
Issue Period The Lead Manager to the Issue as disclosed in the Draft Prospectus/
The note or advice or intimation sent to each successful Applicant indicating the Equity Shares which may be Allotted, after approval of
Term Description
Client ID Client Identification Number maintained with one ofrelation to demat account
Companies Act The Companies Act, 1956 and The Companies Act, 2013 (to the extant notified)
DP Depository ParticipantDP ID Depository Participant‘s Identification NumberDepositories National Securities
(India) LimitedDemographic Details Details of the Applicants including the Applicant‘s address, name of the
Applicant‘s father/husband, investor status, occupation and bank account details
Designated Branches
Such branches of the SCSBs which may collect the Application Forms used by the ASBA Applicants applying through the ASBA and a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries
Designated Date
The date on which the amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account, as appropriate, after following which the board of directors may Allot Equity Shares to successful Applicants in the Issue
Designated Stock Exchange The designated stock exchange as disclosed in the Draft Prospectus/Prospectus of the Issue
Discount Discount to the Issue Price that may be provided to Applicants in accordance with the SEBI ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with the Designated stock exchange in case of Fixed Price Issues and which may
Employees
Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in case of a new company, persons in the permanent and full time employment of the promoting companies excluding the promoter and may refer to the Prospectus
Equity Shares Equity shares of the IssuerFCNR Account Foreign Currency Non
Applicant The Applicant whose name appears first in the Revision Form
FPI(s) Foreign Portfolio InvestorFixed Price Issue/ Fixed Price Process/Fixed Price Method
The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms of which the Issue is being made
FPO Further Foreign Venture Capital Investors or FVCIs
Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI (Foreign Venture Capital Investors) Regulations, 2000
IPO Initial public offeringIssue Public Issue of
applicableIssuer/ Company The Issuer proposing the initial public offering/further public offering as
applicableIssue Price The final price, less discount (if applicable) at which the Equity Shares
may be Allotted in terms of the Prospectus. The Issue Price may be
5
Description Client Identification Number maintained with one of the Depositories in relation to demat account The Companies Act, 1956 and The Companies Act, 2013 (to the extant notified) Depository Participant Depository Participant‘s Identification Number National Securities Depository Limited and Central Depository Services (India) Limited Details of the Applicants including the Applicant‘s address, name of the Applicant‘s father/husband, investor status, occupation and bank account details Such branches of the SCSBs which may collect the Application Forms used by the ASBA Applicants applying through the ASBA and a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries The date on which the amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account, as appropriate, after the Prospectus is filed with the RoC, following which the board of directors may Allot Equity Shares to successful Applicants in the Issue The designated stock exchange as disclosed in the Draft Prospectus/Prospectus of the Issuer Discount to the Issue Price that may be provided to Applicants in accordance with the SEBI ICDR Regulations, 2009. The draft prospectus filed with the Designated stock exchange in case of Fixed Price Issues and which may mention a price or a Price BandEmployees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in case of a new company, persons in the permanent and full time employment of the promoting companies excluding the promoter and immediate relatives of the promoter. For further details /Applicant may refer to the Prospectus Equity shares of the Issuer Foreign Currency Non-Resident Account The Applicant whose name appears first in the Application Form or Revision Form Foreign Portfolio Investor The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms of which the Issue is being made Further public offering Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI (Foreign Venture Capital Investors) Regulations, 2000Initial public offering Public Issue of Equity Shares of the Issuer including the Offer for Sale if applicable The Issuer proposing the initial public offering/further public offering as applicable The final price, less discount (if applicable) at which the Equity Shares may be Allotted in terms of the Prospectus. The Issue Price may be
the Depositories in
The Companies Act, 1956 and The Companies Act, 2013 (to the extant
Depository Limited and Central Depository Services
Details of the Applicants including the Applicant‘s address, name of the Applicant‘s father/husband, investor status, occupation and bank
Such branches of the SCSBs which may collect the Application Forms used by the ASBA Applicants applying through the ASBA and a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
The date on which the amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue
the Prospectus is filed with the RoC, following which the board of directors may Allot Equity Shares to
The designated stock exchange as disclosed in the Draft
Discount to the Issue Price that may be provided to Applicants in
The draft prospectus filed with the Designated stock exchange in case of mention a price or a Price Band
Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in case of a new company, persons in the permanent and full time employment of the promoting companies excluding the promoter
immediate relatives of the promoter. For further details /Applicant
Application Form or
The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in
Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI (Foreign Venture Capital Investors) Regulations, 2000
Equity Shares of the Issuer including the Offer for Sale if
The Issuer proposing the initial public offering/further public offering as
The final price, less discount (if applicable) at which the Equity Shares may be Allotted in terms of the Prospectus. The Issue Price may be
Term Descriptiondecided by the Issuer in consultation with the Lead Manager(s)
Market Maker [●] Maximum RII Allottees The maximum
Application Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIIs by the minimum Application Lot.
MICR Magnetic Ink Character Recognition cheque leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996NECS National Electronic Clearing ServiceNEFT National Electronic Fund TransferNRE Account Non-
NRI
NRIs an offer or invitation under the Issue and in relation to whom the RHP/Prospectus constitutes an invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Net Issue The Issue less Market Maker Reservation Portion
Non-Institutional Investors or NIIs
All Applicants, including sub accounts of FPIs registered with SEBI which are foreign corporate or foreign individuals, that are not QIBs or RIwho have applied for Equity Shares for an amount of more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs)
Non Institutional Category The portion of the Issue being such number of Equity Shares available for allocation to NIIs on Prospectus and the Application Form
Non Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs registered with SEBI and FVCIs registered with SEBI
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 iimmediately before such date had taken benefits under the general permission granted to OCBs under FEM
Other Investors
Investors other than Retail Individual Investors in a Fixed Price Issue. Thinclude individual applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of the number of specified securities applied for.
PAN Permanent Account Number allotted under the Income
Prospectus
The prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act 1956 read with section 26 of Companies Act 2013, containing the Issue Price, the size of the Issue and certain other information
Public Issue Account An account opened with the Banker to the Issue to receive monies from the ASBA Accounts on the Designated Date
QIB Category Qualified Institutional Buyers or QIBs
The portion of the Issue being such number of Equity Shares to be Allotted to QIBs2009
RTGS Real Time Gross SettlementRefunds through electronic Refunds through ASBA
6
Description decided by the Issuer in consultation with the Lead Manager(s)
The maximum number of RIIs who can be allotted the minimum Application Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIIs by the minimum Application Lot.Magnetic Ink Character Recognition - nine-digit code as apcheque leaf A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 National Electronic Clearing Service National Electronic Fund Transfer
-Resident External Account from such jurisdictions outside India where it is not unlawful to make
an offer or invitation under the Issue and in relation to whom the RHP/Prospectus constitutes an invitation to subscribe to or purchase the Equity Shares
-Resident Ordinary Account The Issue less Market Maker Reservation Portion All Applicants, including sub accounts of FPIs registered with SEBI which are foreign corporate or foreign individuals, that are not QIBs or RIwho have applied for Equity Shares for an amount of more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs)The portion of the Issue being such number of Equity Shares available for allocation to NIIs on a proportionate basis and as disclosed in the Prospectus and the Application Form A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs registered with SEBI and FVCIs registered with SEBIA 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 Investors other than Retail Individual Investors in a Fixed Price Issue. Thinclude individual applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of the number of specified securities applied for. Permanent Account Number allotted under the Income The prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act 1956 read with section 26 of Companies Act 2013, containing the Issue Price, the size of the Issue and certain other information An account opened with the Banker to the Issue to receive monies from the ASBA Accounts on the Designated Date The portion of the Issue being such number of Equity Shares to be Allotted
QIBs on a proportionate basis As defined under SEBI ICDR Regulations, 2009 Real Time Gross Settlement Refunds through ASBA
decided by the Issuer in consultation with the Lead Manager(s)
number of RIIs who can be allotted the minimum Application Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIIs by the minimum Application Lot.
digit code as appearing on a
A mutual fund registered with SEBI under the SEBI (Mutual Funds)
from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the RHP/Prospectus constitutes an invitation to subscribe to or purchase the
All Applicants, including sub accounts of FPIs registered with SEBI which are foreign corporate or foreign individuals, that are not QIBs or RIBs and who have applied for Equity Shares for an amount of more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs) The portion of the Issue being such number of Equity Shares available for
a proportionate basis and as disclosed in the
A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs registered with SEBI and FVCIs registered with SEBI 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
ndirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general
Investors other than Retail Individual Investors in a Fixed Price Issue. These include individual applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of
Permanent Account Number allotted under the Income Tax Act, 1961 The prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act 1956 read with section 26 of Companies Act 2013, containing the Issue Price, the size of the Issue and certain other
An account opened with the Banker to the Issue to receive monies from
The portion of the Issue being such number of Equity Shares to be Allotted on a proportionate basis As defined under SEBI ICDR Regulations,
Term Descriptiontransfer of funds
Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the Draft Prospectus and Application FormReserved Category/ Categories
Categories of persons eligible for making application under reservation portion
Reservation Portion The portion of the Issue reserved for category of eligible Applicants as provided under the SEBI ICDR Regulations, 2009
Retail Individual Investors / RIIs Investors who applies or for a value of not more than Rs. 2,00,000.
Retail Individual Shareholders Shareholders of a listed Issuer who applies for a value of not more than 2,00,000.
Retail Category
The portion of the Issue being such number of Equity Shares available for allocation to RIIs which shall not be less than the minimum lot, subject to availability in RII category and the remaining shares to be allotted on proportionate basis.
Revision Form The form used by the Applicant in an issue to modify the quantity of Equity Shares in an Application Forms or any previous Revision Form(s)RoC The Registrar of Companies
SEBI The Securities and Exchange Board of Securities an Exchange Board of India Act, 1992
SEBI ICDR Regulations, 2009 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
Self Certified Syndicate Bank(s) or SCSB(s)
A bank registered with SEBI, which offers the facility of ASBA and a list of which ishttp://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
SME IPO Initial public offering as chapter XB of SEBI (ICDR) RegulationSME Issuer The Company making the Issue under chapter XB of SEBI (ICDR) Regulation
Stock Exchanges/SE The stock exchanges as disclosed in the Draft Prospectus/Prospectus of the Issuer to be listed
Specified Locations Refer to definition of Broker CentersUnderwriters [●] Underwriting Agreement Underwriting Agreement entered between Company and Underwriters
Working Day Working days shall be all trading days of stock exchanges excluding Sundays and bank holidays
CONVENTIONAL AND GENERAL TERMS
Term A/c AccountAct/ Companies Act The Companies Act, 2013AGM Annual General MeetingAMC AnnualAS Accounting Standards Accountants of India issued by the Institute of
Chartered AY Assessment YearB2B Business to BusinessBV Book Value
7
Description
The Registrar to the Issue as disclosed in the Draft Prospectus and Application Form Categories of persons eligible for making application under reservation portion The portion of the Issue reserved for category of eligible Applicants as provided under the SEBI ICDR Regulations, 2009
Investors who applies or for a value of not more than Rs. 2,00,000.
Shareholders of a listed Issuer who applies for a value of not more than 2,00,000. The portion of the Issue being such number of Equity Shares available for allocation to RIIs which shall not be less than the minimum lot, subject to availability in RII category and the remaining shares to be allotted on
portionate basis. The form used by the Applicant in an issue to modify the quantity of Equity Shares in an Application Forms or any previous Revision Form(s)The Registrar of Companies, Delhi The Securities and Exchange Board of India constituted under the Securities an Exchange Board of India Act, 1992 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 A bank registered with SEBI, which offers the facility of ASBA and a list of which is available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.htmlInitial public offering as chapter XB of SEBI (ICDR) RegulationThe Company making the Issue under chapter XB of SEBI (ICDR) RegulationThe stock exchanges as disclosed in the Draft Prospectus/Prospectus of the Issuer where the Equity Shares Allotted pursuant to the Issue are proposed to be listed Refer to definition of Broker Centers
Underwriting Agreement entered between Company and UnderwritersWorking days shall be all trading days of stock exchanges excluding Sundays and bank holidays
TERMS
Description Account The Companies Act, 2013, as amended Annual General Meeting Annual Maintenance Contracts Accounting Standards Accountants of India issued by the Institute of Chartered Accountant of India Assessment Year Business to Business Book Value
The Registrar to the Issue as disclosed in the Draft Prospectus /
Categories of persons eligible for making application under reservation
The portion of the Issue reserved for category of eligible Applicants as
Investors who applies or for a value of not more than Rs. 2,00,000.
Shareholders of a listed Issuer who applies for a value of not more than Rs.
The portion of the Issue being such number of Equity Shares available for allocation to RIIs which shall not be less than the minimum lot, subject to availability in RII category and the remaining shares to be allotted on
The form used by the Applicant in an issue to modify the quantity of Equity Shares in an Application Forms or any previous Revision Form(s)
India constituted under the
The Securities and Exchange Board of India (Issue of Capital and Disclosure
A bank registered with SEBI, which offers the facility of ASBA and a list of available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html Initial public offering as chapter XB of SEBI (ICDR) Regulation The Company making the Issue under chapter XB of SEBI (ICDR) Regulation The stock exchanges as disclosed in the Draft Prospectus/Prospectus of the
where the Equity Shares Allotted pursuant to the Issue are proposed
Underwriting Agreement entered between Company and Underwriters Working days shall be all trading days of stock exchanges excluding
Accounting Standards Accountants of India issued by the Institute of
Term CAGR Compounded Annual Growth RateCAPEX Capital ExpenditureCDSL Central Depository Services (India) LimitedCEO Chief Executive OfficerCROSS Client Relation and Order Supply SystemEGM Extraordinary General MeetingEPF Employees Provident FundEPS Earnings per ShareESI Employees State InsuranceFDI Foreign Financial Year/ Fiscal/ FY The period of twelve (12) months ended March 31 of that particular year.FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India)
Regulations 2000 and amendments theretoGIR General Index Registry NumberGOI/Government Government of IndiaHR Human ResourceHTML Hyper Text Markup LanguageIFRS International Financial Reporting StandardIndian GAAP Generally Accepted Accounting Principles in IndiaISO International I.T. Act Income Tax Act, 1961 as amended from time to timeIVRS Interactive Voice Response SystemLLC Limited Liability CompanyLtd. LimitedMD Managing DirectorMIS Management Information SystemMgmt. ManagementMOA /Memorandum/ Memorandum of Association
Memorandum of Association of our Company
NA Not ApplicableNAV Net Asset ValueNBFCs Non Banking Financial CompaniesNOC No Objection CertificateNon-Resident A person resident outside India, as defined under FEMA and includes a
non-
NRE Account NonNRI / Non-Resident Indian A person resident outside India, as defined under FEMA and who is a
citizen of India or a personManagement (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended
NRO Account NonNSC National Savings CertificateNSDL National Securities
8
Description Compounded Annual Growth Rate Capital Expenditure Central Depository Services (India) Limited Chief Executive Officer Client Relation and Order Supply System Extraordinary General Meeting Employees Provident Fund Earnings per Share Employees State Insurance Foreign Direct Investment The period of twelve (12) months ended March 31 of that particular year.FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations 2000 and amendments thereto General Index Registry Number Government of India Human Resource Hyper Text Markup Language International Financial Reporting Standard Generally Accepted Accounting Principles in India International Organization for Standardization Income Tax Act, 1961 as amended from time to time Interactive Voice Response System Limited Liability Company Limited Managing Director Management Information System Management Memorandum of Association of our Company
Not Applicable Net Asset Value Non Banking Financial Companies No Objection Certificate A person resident outside India, as defined under FEMA and includes a
-resident Indian
Non-Resident External Account A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended Non-Resident Ordinary Account National Savings Certificate National Securities Depository Limited
The period of twelve (12) months ended March 31 of that particular year. FEMA (Transfer or Issue of Security by a Person Resident Outside India)
A person resident outside India, as defined under FEMA and includes a
A person resident outside India, as defined under FEMA and who is a of Indian origin under Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside
Term Overseas Corporate Body/ OCB
“Overseas Corporate Body” (OCB) means a Company, partnership firm, society and other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trust, in which not than 60% beneficial interest is held by NRIs directly or indirectly but irrevocably as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. OCBs are not allowed to participate
PAN Permanent Account NumberPAT Profit After TaxPerson(s) Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, Company, partnership, limited liability Company, joint other entity or organization validly constituted and/ or incorporated in the jurisdiction in which it exists and operates, as the context requires
P/E Ratio Price Earning RatioPost Office RDs Post Office Recurring DepositsPPF Public Provident FundQty. QuantityQuarter A period of three consecutive monthsR&D Research and DevelopmentRBI Reserve Bank of IndiaRDBMS Relational Database Management SystemRFID Radio Frequency IdentificationRs. / ` Indian Rupees, the RONW Return on Net WorthSAS Small Savings Agent SoftwareSBI State Bank of IndiaSCADA Supervisory Control and Data AcquisitionSEBI The Securities and Exchange Board of India constituted under the SEBI
Act SEBI Act Securities and Exchange Board of India Act, 1992SEBI (ICDR) Regulations
SEBI (Issue of amended
SEBI Insider Trading Regulations
The SEBI (Prohibition of Insider Trading)including
Sq.ft. Square feetSQL Structured Query LanguageSTT Securities Transaction TaxUAE United Arab EmiratesU.S. GAAP Generally Accepted
AmericaUID Unique Identification NumberUPS Uninterruptible Power Supply
Industry Related Terms and Abbreviations
Term
CAGR Compound Annual Growth Rate
9
Description “Overseas Corporate Body” (OCB) means a Company, partnership firm, society and other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trust, in which not than 60% beneficial interest is held by NRIs directly or indirectly but irrevocably as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. OCBs are not allowed to participate in this Issue. Permanent Account Number Profit After Tax 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 requiresPrice Earning Ratio Post Office Recurring Deposits Public Provident Fund Quantity A period of three consecutive months Research and Development Reserve Bank of India Relational Database Management System Radio Frequency Identification Indian Rupees, the official currency of the Republic of IndiaReturn on Net Worth Small Savings Agent Software State Bank of India Supervisory Control and Data Acquisition The Securities and Exchange Board of India constituted under the SEBI
Securities and Exchange Board of India Act, 1992 SEBI (Issue of Capital and Disclosure Requirements) Regulationsamended The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended,including instructions and clarifications issued by SEBI from time to time.Square feet Structured Query Language Securities Transaction Tax United Arab Emirates Generally Accepted Accounting Principles in the United States of America Unique Identification Number Uninterruptible Power Supply
Industry Related Terms and Abbreviations
Description Compound Annual Growth Rate
“Overseas Corporate Body” (OCB) means a Company, partnership firm, society and other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trust, in which not less than 60% beneficial interest is held by NRIs directly or indirectly but irrevocably as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000.
Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, Company,
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
official currency of the Republic of India
The Securities and Exchange Board of India constituted under the SEBI
egulations, 2009, as
Regulations, 1992, as amended, instructions and clarifications issued by SEBI from time to time.
Accounting Principles in the United States of
Term ASSOCHAM Associated Chambers of ERW Electric Resistance WeldedHF High FrequencyM/T, MT Metric TonMOU Memorandum of UnderstandingEBITDA Earnings Before Interest, Tax, Depreciation & AmortizationBIS Bureau of Indian StandardsBLDC Brushless Direct CurrentBRUSHLESS DC Brushless Direct CurrentCEA Central Electricity AuthorityCRC SHEET Cold Rolled CloseCNC MACHINE Computer Numerical Control MachineFY Financial YearCLRA The Contract Labour (Regulation and Abolition) Act, 1970
GER Gross Enrolment GAAR General antiINTERNAL CC ROAD Internal Cement Concrete RoadITW Illinois Tool WorksERDA Electrical Research and Development AssociationDIPP Department of Industrial Policy and PromotionIMF International Monetary FundINR Indian RupeeISO International Organization for StandardizationMn Million OEM Original Equipment Manufacturer
ODM Original Design Manufacturing PMSM Permanent Magnet Synchronous MotorPMG Project Monitoring GroupRPM Revolutions Per MinuteSHS square hollow sectionsRBI Reserve Bank of IndiaSCH Single cross hybridUSA United States of AmericaWEO World Economic Outlook
ABBREVIATIONS
ABBREVIATION FULL FORMAGM Annual General MeetingAS Accounting Standards issued by the Institute A.Y. Assessment YearB.A Bachelor of Arts B.Com Bachelor of CommerceB.Sc. Bachelor of ScienceBG/LC Bank Guarantee / Letter of Credit CAGR Compounded Annual Growth RateC. A. Chartered Accountant
10
Description Associated Chambers of Commerce and Industry Electric Resistance Welded High Frequency Metric Ton Memorandum of Understanding Earnings Before Interest, Tax, Depreciation & Amortization Bureau of Indian Standards Brushless Direct Current Brushless Direct Current Central Electricity Authority Cold Rolled Close Computer Numerical Control Machine Financial Year The Contract Labour (Regulation and Abolition) Act, 1970
Gross Enrolment Ratio General anti-avoidance rule Internal Cement Concrete Road Illinois Tool Works Electrical Research and Development Association Department of Industrial Policy and Promotion International Monetary Fund Indian Rupee International Organization for Standardization
Original Equipment Manufacturer Original Design Manufacturing Permanent Magnet Synchronous Motor Project Monitoring Group Revolutions Per Minute square hollow sections Reserve Bank of India Single cross hybrid United States of America World Economic Outlook
FULL FORM Annual General Meeting Accounting Standards issued by the Institute of Chartered Accountants of IndiaAssessment Year Bachelor of Arts Bachelor of Commerce Bachelor of Science Bank Guarantee / Letter of Credit Compounded Annual Growth Rate Chartered Accountant
of Chartered Accountants of India
ABBREVIATION FULL FORMCAIIB Certified Associate of the Indian Institute of BankersCC Cubic CentimeterCDSL Central Depository Services (India) LimitedCFO Chief Financial OfficerC.S. Company SecretaryDP Depository ParticipantECS Electronic Clearing System EGM / EOGM Extra Ordinary General Meeting of the shareholdersEPS Earnings per Equity ShareESOP Employee Stock Option Plan
EMD Earnest Money DepositFCNR Account Foreign Currency Non Resident Account
FEMA Foreign Exchange Management Act, 1999, as amended from the regulations issued there under.
FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India.
FIs Financial Institutions.FIPB Foreign Investment Promotion Board, Department of Economic Affairs, Ministry
of Finance, Government of IndiaFY / Fiscal Financial Year
FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000.
GDP Gross Domestic ProductGIR Number General Index Registry NumberGoI/ Government Government of IndiaHUF Hindu Undivided BSC Bachelor in ScienceINR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of IndiaSME Small And Medium EnterprisesSSC Secondary School CertificateM. Com. Master of CommerceNAV Net Asset ValueNo. Number NR Non ResidentNSDL National Securities Depository LimitedP/E Ratio Price/Earnings RatioPAN Permanent Account NumberRBI The Reserve Bank of IndiaRBI Act The Reserve Bank of India Act, 1934, as amended from time to timeRoC/Registrar of Companies
Registrar of Companies,
RONW Return on Net WorthUSD/ $/ US$ The United States Dollar, the legal currency of the United States of America
11
FULL FORM Certified Associate of the Indian Institute of Bankers Cubic Centimeter Central Depository Services (India) Limited Chief Financial Officer Company Secretary Depository Participant Electronic Clearing System Extra Ordinary General Meeting of the shareholders Earnings per Equity Share Employee Stock Option Plan Earnest Money Deposit Foreign Currency Non Resident Account Foreign Exchange Management Act, 1999, as amended from the regulations issued there under. Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India.
nancial Institutions. Foreign Investment Promotion Board, Department of Economic Affairs, Ministry of Finance, Government of India Financial Year Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000. Gross Domestic Product General Index Registry Number Government of India Hindu Undivided Family Bachelor in Science Indian Rupees, the legal currency of the Republic of India Small And Medium Enterprises Secondary School Certificate Master of Commerce Net Asset Value
Non Resident National Securities Depository Limited Price/Earnings Ratio Permanent Account Number The Reserve Bank of India The Reserve Bank of India Act, 1934, as amended from time to timeRegistrar of Companies, Delhi
Return on Net Worth The United States Dollar, the legal currency of the United States of America
Foreign Exchange Management Act, 1999, as amended from time to time and
Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with
Foreign Investment Promotion Board, Department of Economic Affairs, Ministry
Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
The Reserve Bank of India Act, 1934, as amended from time to time
The United States Dollar, the legal currency of the United States of America
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA FINANCIAL DATA Unless stated otherwise, the financial data in this Draft Prospectus is derived from our statements for the fiscal ended March 31and annexures thereto, prepared in accoGAAP and restated in accordance with SEBI (ICDR) Regulations, 2009, as stated in the report of our Auditors and the SEBI Regulations and set out in the section titled “Financial Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year, so all references to a particular financial year are to the 12 month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year. There are significant differences between the Indian GAAP, the International Financial Reporting Standards (the “IFRS”) and the Generally Accepted Accounting Principles in the United States of America (the “U.S. GAAP”). Accordingly, the degree to which the financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiapractices. Any reliance by persons not familiar with Indian accounting practices, the Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations on the financial disclosures presented in this Draft Prospectus should accordingly be limited. We have not attempted to quantify the impact of the IFRS or the U.S. GAAP on the financial data included in this Draft Prospectus, nor do we provide a reconciliation of our financial statements to those under the U.S. GAAP or the IFRS and wsuch differences and their impact on our financial data. Certain figures contained in this Draft Prospectus, including financial information, have been subject to rounding adjustments. All decimals have percentage. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certaiexactly to the total figure given for that column or row. However, where any figures that may have been sourced from third-party industry sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Draft Prospectus as roundedprovided in such respective sources. CURRENCY OF PRESENTATION All references to "Rupees" or "Rs." or "INR" are to Indian Rupees, the official currency of the Republic of India. All references to "$", "US$", "USD", "U.S.$" or "U.S. Dollar(s)" are to United States Dollars, if any, the official currency of the United States of America. This other currency amounts into Indian Rupees (and certain Indian Rupee amounts into U.S. Dollars and other currency amounts). These have been presented solely to comply wiThese translations should not be construed as a representation that such Indian Rupee or U.S. Dollar or other amounts could have been, or could be, converted into Indian Rupees, at any particular rate, or at all In this Draft Prospectus, throughout all figures have been expressed in Lacs, except as otherwise stated. The word "Lacs", "Lac", "Lakhs" or "Lakh" means "One Hundred Thousand". Any percentage amounts, as set forth in "Risk Factors", "Our Business", "MFinancial Conditions and Results of Operation" and elsewhere in this
12
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Unless stated otherwise, the financial data in this Draft Prospectus is derived from our fiscal ended March 31 2018, 2017, 2016, 2015 and 2014 and the respective notes, schedules
and annexures thereto, prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, 2009, as stated in the report of our Auditors and the SEBI Regulations and set out in the section titled “Financial Information” on page 202.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year, so all references to a particular financial year are to the 12 month
April 1 of the immediately preceding calendar year and ending on March 31 of that
There are significant differences between the Indian GAAP, the International Financial Reporting Standards (the Accounting Principles in the United States of America (the “U.S. GAAP”).
Accordingly, the degree to which the financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices, the Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations on the financial disclosures presented in this Draft Prospectus
gly be limited. We have not attempted to quantify the impact of the IFRS or the U.S. GAAP on the financial data included in this Draft Prospectus, nor do we provide a reconciliation of our financial statements to those under the U.S. GAAP or the IFRS and we urge you to consult your own advisors regarding such differences and their impact on our financial data.
Certain figures contained in this Draft Prospectus, including financial information, have been subject to rounding adjustments. All decimals have been rounded off to two decimal points, except for figures in percentage. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. However, where any figures that may have been
party industry sources are rounded off to other than two decimal points in their respective gures appear in this Draft Prospectus as rounded-off to such number of decimal points as
All references to "Rupees" or "Rs." or "INR" are to Indian Rupees, the official currency of the Republic of India. All references to "$", "US$", "USD", "U.S.$" or "U.S. Dollar(s)" are to United States Dollars, if any, the official
ates of America. This Draft Prospectus contains translations of certain U.S. Dollar and other currency amounts into Indian Rupees (and certain Indian Rupee amounts into U.S. Dollars and other currency amounts). These have been presented solely to comply with the requirements of the SEBI Regulations. These translations should not be construed as a representation that such Indian Rupee or U.S. Dollar or other amounts could have been, or could be, converted into Indian Rupees, at any particular rate, or at all
, throughout all figures have been expressed in Lacs, except as otherwise stated. The word "Lacs", "Lac", "Lakhs" or "Lakh" means "One Hundred Thousand".
Any percentage amounts, as set forth in "Risk Factors", "Our Business", "Management's Discussion and Analysis of Financial Conditions and Results of Operation" and elsewhere in this Draft Prospectus
Unless stated otherwise, the financial data in this Draft Prospectus is derived from our restated financial and the respective notes, schedules
rdance with the applicable provisions of the Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, 2009, as stated in the report of our Auditors and
.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year, so all references to a particular financial year are to the 12 month
April 1 of the immediately preceding calendar year and ending on March 31 of that
There are significant differences between the Indian GAAP, the International Financial Reporting Standards (the Accounting Principles in the United States of America (the “U.S. GAAP”).
Accordingly, the degree to which the financial statements included in this Draft Prospectus will provide rity with Indian accounting
practices. Any reliance by persons not familiar with Indian accounting practices, the Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations on the financial disclosures presented in this Draft Prospectus
gly be limited. We have not attempted to quantify the impact of the IFRS or the U.S. GAAP on the financial data included in this Draft Prospectus, nor do we provide a reconciliation of our financial
e urge you to consult your own advisors regarding
Certain figures contained in this Draft Prospectus, including financial information, have been subject to been rounded off to two decimal points, except for figures in
percentage. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to n tables may not conform
exactly to the total figure given for that column or row. However, where any figures that may have been party industry sources are rounded off to other than two decimal points in their respective
off to such number of decimal points as
All references to "Rupees" or "Rs." or "INR" are to Indian Rupees, the official currency of the Republic of India. All references to "$", "US$", "USD", "U.S.$" or "U.S. Dollar(s)" are to United States Dollars, if any, the official
contains translations of certain U.S. Dollar and other currency amounts into Indian Rupees (and certain Indian Rupee amounts into U.S. Dollars and other
th the requirements of the SEBI Regulations. These translations should not be construed as a representation that such Indian Rupee or U.S. Dollar or other amounts could have been, or could be, converted into Indian Rupees, at any particular rate, or at all.
, throughout all figures have been expressed in Lacs, except as otherwise stated. The
anagement's Discussion and Analysis of Draft Prospectus, unless otherwise
indicated, have been calculated based on our restated financial statement prepared in accordance with Indian GAAP. INDUSTRY & MARKET DATA Unless otherwise stated, Industry & Market data used throughout this Internal Company Reports and Industry Publications and the Information contained in those publications has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industryreliable, it has not been independently verified. reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this reader’s familiarity with and understanding of the methodologies used in compiling such data. For additional definitions, please refer the section titled "Definitions and Abbreviations" on Prospectus.
13
indicated, have been calculated based on our restated financial statement prepared in accordance with Indian
Unless otherwise stated, Industry & Market data used throughout this Draft Prospectus has been obtained from Internal Company Reports and Industry Publications and the Information contained in those publications has
from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources.
The extent to which the market and industry data used in this Draft Prospectus is meaningful depends on the ith and understanding of the methodologies used in compiling such data.
For additional definitions, please refer the section titled "Definitions and Abbreviations" on
indicated, have been calculated based on our restated financial statement prepared in accordance with Indian
has been obtained from Internal Company Reports and Industry Publications and the Information contained in those publications has
from sources believed to be reliable but their accuracy and completeness are not guaranteed and data used in this Draft Prospectus is
Similarly, internal Company reports, while believed by us to be
is meaningful depends on the ith and understanding of the methodologies used in compiling such data.
For additional definitions, please refer the section titled "Definitions and Abbreviations" on page 2 of this Draft
Our Company has included statements in this "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "project", "shall", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will continue", "will pursue" and similar expressions or variations of such expressions that are "forwardwords are not the exclusive means of identifying forCompany objectives, plans or goals, expected financial condition and results of operations, business plans and prospects are also forward-looking statements. These forward-looking statements include stprojects and other matters discussed in this These forward-looking statements contained in thisinvolve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forwardfactors that could cause actual results to differ materially from expectations include, among others general economic conditions, political conditions, conditions in the finance & investment sector, inclement weather, interest rates, inflation etc. and business
General economic and business conditions in India and other countries; Ability to retain the customers is heavily dependent upon various factors including our reputation and
our ability to maintain a high level of customers;
We operate in a significantly fragmented and competitive market in each of our business segments; Regulatory changes relating to the finance and capital market sectors in India and o
to them; Our ability to successfully implement our strategy, our growth and expansion, technological changes,
our exposure to market risks that have an impact on our business activities or investments; The monetary and fiscal policies
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations ain competition in our industry;
Changes in the value of the Rupee and other currencies; The occurrence of natural disasters or calamities; and Change in political and social condition in India.
For further discussion of factors that cFactors" on page 15 of this Draft Prospectuscould be materially different from what actually occurs in the futurecould materially differ from those that have been estimated. Our Company, the Lead Manager, and their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the Lead Manager will ensurelisting and trading permission by the Stock Exchange.
14
FORWARD LOOKING STATEMENTS
Our Company has included statements in this Draft Prospectus, that contain words or phrases such as "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "project",
eek to", "future", "objective", "goal", "project", "should", "will continue", "will pursue" and similar expressions or variations of such expressions that are "forward-looking statements". However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding our Company objectives, plans or goals, expected financial condition and results of operations, business plans and
looking statements.
looking statements include statements as to business strategy, revenue and profitability, planned projects and other matters discussed in this Draft Prospectus regarding matters that are not historical fact.
looking statements contained in this Draft Prospectus (whether made by us or any third party) involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or
looking statements.
looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important
s that could cause actual results to differ materially from expectations include, among others general economic conditions, political conditions, conditions in the finance & investment sector, inclement weather, interest rates, inflation etc. and business conditions in India and other countries.
General economic and business conditions in India and other countries; Ability to retain the customers is heavily dependent upon various factors including our reputation and our ability to maintain a high level of service quality including our satisfactory performance for the
We operate in a significantly fragmented and competitive market in each of our business segments;Regulatory changes relating to the finance and capital market sectors in India and o
Our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks that have an impact on our business activities or investments;The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations a
Changes in the value of the Rupee and other currencies; The occurrence of natural disasters or calamities; and Change in political and social condition in India.
For further discussion of factors that could cause Company’s actual results to differ, see the section titled "Risk Draft Prospectus. By their nature, certain risk disclosures are only estimates and
erially 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. Our Company, the Lead Manager, and their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any
tements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the Lead Manager will ensure that investors in India are informed of material developments until listing and trading permission by the Stock Exchange.
, that contain words or phrases such as "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "project",
eek to", "future", "objective", "goal", "project", "should", "will continue", "will pursue" looking statements". However, these
looking statements. All statements regarding our Company objectives, plans or goals, expected financial condition and results of operations, business plans and
atements as to business strategy, revenue and profitability, planned regarding matters that are not historical fact.
made by us or any third party) involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or
looking statements are subject to risks, uncertainties and assumptions that could cause actual looking statement. Important
s that could cause actual results to differ materially from expectations include, among others general economic conditions, political conditions, conditions in the finance & investment sector, inclement weather,
Ability to retain the customers is heavily dependent upon various factors including our reputation and service quality including our satisfactory performance for the
We operate in a significantly fragmented and competitive market in each of our business segments; Regulatory changes relating to the finance and capital market sectors in India and our ability to respond
Our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks that have an impact on our business activities or investments;
of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes
ould cause Company’s actual results to differ, see the section titled "Risk . By their nature, certain risk disclosures are only estimates and
. As a result, actual future gains or losses could materially differ from those that have been estimated. Our Company, the Lead Manager, and their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any
tements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our
that investors in India are informed of material developments until
An investment in Equity Shares involves a high degree of risk. You should carefully consider all thein this Draft Prospectus, including the risks and uncertainties described below,our Equity Shares. In making an investment decision, prospectiveof our Company and the terms of this offer including theand subscriber of, the Equity Shares should also payIndia by a legal and regulatory environment inprevails in other countries. The risks anduncertainties we currently face. Additional risk