ami organics limited

472 Pages·2017·5.69 MB·English

by  Link Legal

DRAFT RED HERRING PROSPECTUS
Dated July 10, 2018
Please read Section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
Book Built Issue
AMI ORGANICS LIMITED
Our Company was originally formed as a partnership firm under the Partnership Act, 1932 in the name of “Ami Organics” pursuant to a deed of partnership dated January 3, 2004 executed among
our Promoters along with others, as partners. “Ami Organics” was then converted into private limited company under part IX of the Companies Act, 1956 under the name of “Ami Organics Private
Limited” vide certificate of incorporation dated June 12, 2007 issued by Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Further, pursuant to a resolution passed by our shareholders on April
5, 2018, our Company was converted into a public limited company, following which our Company’s name was changed to “Ami Organics Limited”, and a fresh certificate of incorporation was issued
by the Registrar of Companies, Ahmedabad on April 18, 2018. For details of changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 146.
Corporate Identity Number: U24100GJ2007PLC051093
Registered Office: Plot No. 440/4, 5 & 6, Road No. 82/A, GIDC Sachin, Surat – 394 230 Gujarat, India
Telephone: [phone]/96 | Facsimile: [phone] | E-mail: [email protected] | Website: www.amiorganics.com
Contact Person: Alpesh Somjibhai Makwana, Company Secretary and Compliance Officer
OUR PROMOTERS: GIRISHKUMAR LIMBABHAI CHOVATIA, NARESHBHAI RAMJIBHAI PATEL AND CHETANKUMAR CHHAGANLAL VAGHASIA
INITIAL PUBLIC OFFERING OF 3,500,000 EQUITY SHARES OF FACE VALUE OF `10 EACH (THE “EQUITY SHARES”) OF AMI ORGANICS LIMITED (OUR
“COMPANY” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF `[●] PER EQUITY SHARE, INCLUDING A PREMIUM OF `[●] PER EQUITY
SHARE, (THE “ISSUE PRICE”) AGGREGATING UP TO `[●] MILLION, (THE “ISSUE”). THE ISSUE SHALL CONSTITUTE 25% OF THE POST-ISSUE PAID-UP
EQUITY SHARE CAPITAL OF OUR COMPANY.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED
IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [●], ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER [●] AND THE [●] EDITION OF THE
GUJARATI NEWSPAPER, [●] (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH
WIDE CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED
(“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
THE FACE VALUE OF THE EQUITY SHARES IS `10 EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES
In case of any revision in the Price Band, the Bid/ Issue Period will be extended for at least three additional Working Days after such revision of the Price Band subject to the Bid/ Issue Period
not exceeding a total of 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, shall 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 at the terminals of the members of the Syndicate and by intimation to Self-Certified Syndicate Banks
(“SCSBs”), the Registered Brokers, Collecting Registrar and Share Transfer Agents (“CRTAs”) and Collecting Depository Participants (“CDPs”).
The Issue is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 41 of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”) through the Book Building Process and in compliance with Regulation 26(1),
wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that our Company, in
consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors (the “Anchor Investor Portion”) on a discretionary basis out of which one-third portion shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors. Further, such number
of Equity Shares representing 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of
the QIB Category shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Issue shall be available
for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders, other than Anchor
Investors, shall mandatorily participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account in which the
Bid Amount will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Anchor Investor Portion through ASBA process. For details, see “Issue Procedure” on page 410.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is `10 and the Floor Price and Cap
Price are [●] times and [●] times of the face value of the Equity Shares, respectively. The Issue Price (as determined and justified by our Company in consultation with the BRLM, in accordance
with SEBI ICDR Regulations, and as stated in “Basis for Issue Price” on page 82) should not be taken to be indicative of the market price of our Equity Shares after such Equity Shares are listed.
No assurance can be given regarding an active and/ 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 the 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 the 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 have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI
guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 13.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the
Issue, which is material in the context of the Issue, 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.
LISTING
The Equity Shares issued though the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from the BSE and NSE for the listing of
the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of this Issue, [●] is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the
Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of 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/ Issue Closing Date. For details, see “Material Contracts and Documents for Inspection” on page 468.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

ITI Capital Limited (Formerly known as Inga Capital Limited) Link Intime India Private Limited
Naman Midtown, 21st Floor, ‘A’ Wing, Senapati Bapat Marg C-101, 1st Floor, 247 Park
Elphinstone (West), Mumbai – 400 013, Maharashtra, India Lal Bahadur Shastri Marg, Vikhroli (West)
ess.in TEe-mlepaihlo: name: i+.i9p1o @22it 4ic0a3p1it a3l4.i8n9 | Facsimile: [phone] MTeulempbhaoin –e :4 +0901 0 2823 ,4 M91a8h a6r2a0s0h t r a| , FInacdsiaim ile: [phone]
pr Investor grievance e-mail: [email protected] E-mail: [email protected]
ern Website: www.iticapital.in Investor grievance e-mail: [email protected]
est Contact person: Pranav Mahajani Website: www.linkintime.co.in
w SEBI Registration No.: INM000010924* Contact person: Shanti Gopalkrishnan
ww. * in the process of application for name change SEBI Registration No.: INR000004058
w
d by: BID/ ISSUE OPENS ON* [●] BID/ ISSUE PERIODBID/ ISSUE CLOSES ON ** [●]
nte *Our Company, in consultation with the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall
Pri be one Working Day prior to the Bid/ Issue Opening Date.
**Our Company, in consultation with the BRLM, may decide to close the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date.
TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................... 10
FORWARD-LOOKING STATEMENTS ....................................................................................................... 12
SECTION II - RISK FACTORS ....................................................................................................................... 13
SECTION III – INTRODUCTION ................................................................................................................... 43
SUMMARY OF INDUSTRY ......................................................................................................................... 43
SUMMARY OF BUSINESS ........................................................................................................................... 46
SUMMARY FINANCIAL INFORMATION ................................................................................................. 48
THE ISSUE ...................................................................................................................................................... 54
GENERAL INFORMATION .......................................................................................................................... 55
CAPITAL STRUCTURE ................................................................................................................................ 61
OBJECTS OF THE ISSUE.............................................................................................................................. 71
BASIS FOR ISSUE PRICE ............................................................................................................................. 82
STATEMENT OF TAX BENEFITS ............................................................................................................... 85
SECTION IV: ABOUT THE COMPANY ....................................................................................................... 87
INDUSTRY OVERVIEW ............................................................................................................................... 87
OUR BUSINESS ........................................................................................................................................... 123
KEY REGULATIONS AND POLICIES ...................................................................................................... 138
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................. 146
OUR MANAGEMENT ................................................................................................................................. 151
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................... 163
GROUP COMPANIES .................................................................................................................................. 167
DIVIDEND POLICY .................................................................................................................................... 173
RELATED PARTY TRANSACTIONS ........................................................................................................ 174
SECTION V – FINANCIAL INFORMATION ............................................................................................. 175
FINANCIAL STATEMENTS ....................................................................................................................... 175
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 347
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ................. 370
FINANCIAL INDEBTEDNESS ................................................................................................................... 373
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 384
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ..................................... 384
GOVERNMENT AND OTHER APPROVALS ........................................................................................... 389
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 392
SECTION VII – ISSUE RELATED INFORMATION ................................................................................. 403
ISSUE STRUCTURE .................................................................................................................................... 403
TERMS OF THE ISSUE ............................................................................................................................... 406
ISSUE PROCEDURE ................................................................................................................................... 410
SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .......................................... 452
SECTION IX – OTHER INFORMATION .................................................................................................... 468
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 468
DECLARATION ........................................................................................................................................... 470
SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this Draft
Red Herring Prospectus, and references to any statute or regulations or policies will include any amendments or re-
enactments thereto, from time to time. In case of any inconsistency between the definitions given below and the definitions
contained in the General Information Document (as defined below), the definitions given below shall prevail.

Unless the context otherwise indicates, all references to “the Company” or “our Company” or “the Issuer” are references
to Ami Organics Limited, a company incorporated in India under the Companies Act, 1956 with its Registered Office at
Plot no. 440/4, 5 & 6, Road No. 82/A, GIDC Sachin, Surat – 394 230 Gujarat, India and references to “we”, “us” and
“our” are references to our Company, together with its Joint Venture (as defined below).

Company Related Terms

Term Description
AoA/ Articles of Association or The articles of association of our Company, as amended
Articles
Audit Committee The audit committee of our Board
Auditor/ Statutory Auditor The statutory auditor of our Company, being Maheshwari & Co., Chartered Accountants
Board/ Board of Directors The board of directors of our Company, from time to time
Chartered Engineer Anil G. Panchal, Chartered Engineer
Corporate Social Responsibility The corporate social responsibility committee of our Board
Committee
Director(s) The director(s) on our Board
Equity Shares The equity shares of our Company of face value of ₹10 each
Group Companies The group companies of our Company, being companies covered under the applicable accounting
standards and other companies as considered material by our Board, if any and described in “Group
Companies” on page 167
IPO Committee The IPO committee of our Board constituted to facilitate the process of the Issue
Joint Venture/ AOL Ami Onco-Theranostics, LLC
KMP/ Key Managerial Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR
Personnel Regulations and Section 2(51) of the Companies Act, 2013 and as described in “Our Management”
on page 151
Materiality Policy The policy adopted by our Board on May 24, 2018 for identification of material Group Companies,
outstanding material litigation and outstanding dues to material creditors, pursuant to the disclosure
requirements under the SEBI ICDR Regulations
MoA/ Memorandum The memorandum of association of our Company, as amended
of Association
Nomination and Remuneration The nomination and remuneration committee of our Board
Committee
Promoters The promoters of our Company, namely Girishkumar Limbabhai Chovatia, Nareshbhai Ramjibhai
Patel and Chetankumar Chhaganlal Vaghasia
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(zb)
of the SEBI ICDR Regulations and disclosed in “Our Promoters and Promoter Group” on page 163
Registered Office The registered office of our Company located at Plot no. 440/4, 5 & 6, Road No. 82/A, GIDC Sachin,
Surat – 394 230 Gujarat, India
Restated Consolidated Restated consolidated statement of assets and liabilities as at March 31, 2018, 2017 and 2016 and
Financial Statements restated consolidated statement of profit and loss (including other comprehensive income, as
applicable), restated consolidated statement of changes in equity and restated consolidated
statement of cash flows for each of the years ended March 31, 2018, 2017 and 2016 of our Company
and its Joint Venture, read along with all the notes thereto prepared in accordance with the
requirements of the Companies Act, 2013, guidance note on reports in Company prospectuses
(revised 2016) issued by ICAI and relevant provisions of the SEBI ICDR Regulation
Restated Financial Statements Restated consolidated statement of assets and liabilities as at March 31, 2018, 2017 and 2016 and
restated consolidated statement of profit and loss (including other comprehensive income, as
applicable), restated consolidated statement of changes in equity and restated consolidated
statement of cash flows for each of the years ended March 31, 2018, 2017 and 2016 of our Company
and its Joint Venture; and restated standalone statement of assets and liabilities as at March 31,
2018, 2017, 2016, 2015 and 2014 and restated standalone statement of profit and loss (including
other comprehensive income, as applicable), restated standalone statement of changes in equity and
restated standalone statement of cash flows for each of the years ended March 31, 2018, 2017, 2016,
2015 and 2014 of our Company. In each case, read along with all the notes thereto prepared in
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Term Description
accordance with the requirements of the Companies Act, 2013, guidance note on reports in
Company prospectuses (revised 2016) issued by ICAI and relevant provisions of the SEBI ICDR
Regulation and included in “Financial Statements” on page 175
Restated Standalone Financial Restated standalone statement of assets and liabilities as at March 31, 2018, 2017, 2016, 2015 and
Statements 2014 and restated standalone statement of profit and loss (including other comprehensive income,
as applicable), restated standalone statement of changes in equity and restated standalone statement
of cash flows for each of the years ended March 31, 2018, 2017, 2016, 2015 and 2014 of our
Company, read along with all the notes thereto prepared in accordance with the requirements of the
Companies Act, 2013, guidance note on reports in Company prospectuses (revised 2016) issued by
ICAI and relevant provisions of the SEBI ICDR Regulation
Shareholders The holders of Equity Shares, from time to time
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board
Committee

Issue related terms

Term Description
Acknowledgment Slip The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of registration
of the Bid
Allotted/ Allotment/ Allot Allotment of Equity Shares pursuant to the Issue to the successful Bidders
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is to be
Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A QIB, who applies under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations
Anchor Investor Bidding Date The date, one Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to the Anchor Investors shall be completed
Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red
Herring Prospectus and the Prospectus, which will be a price equal to or higher than the Issue Price
but not higher than the Cap Price. The Anchor Investor Issue Price will be decided by our Company,
in consultation with the BRLM
Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company, in consultation with the
BRLM, to Anchor Investors, on a discretionary basis, in accordance with SEBI ICDR Regulations.
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 price at which allocation is
made to Anchor Investors, which price shall be determined by the Company, in consultation with
the BRLM
Application Supported by Blocked The application (whether physical or electronic) by a Bidder (other than Anchor Investors) to make
Amount/ ASBA a Bid authorizing the relevant SCSB to block the Bid Amount in the relevant ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the Bid cum Application Form which
will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by
a Bidder (other than by an Anchor Investor)
ASBA Form An application form, whether physical or electronic, used by Bidders bidding through the ASBA
process, which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Banker(s) to the Issue Collectively, the Escrow Bank(s), Refund Bank(s) and Public Issue Account Bank(s)
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Issue, described
in “Issue Procedure” on page 410
Bid An indication to make an offer during the Bid/ Issue Period by a Bidder (other than an Anchor
Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to submission of
a Bid cum Application Form, to subscribe to or purchase our Equity Shares at a price within the Price
Band, including all revisions and modifications thereto, to the extent permissible under the SEBI ICDR
Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form. The term
‘Bidding’ will be construed accordingly
Bid Amount The highest value of the optional Bids as indicated in the Bid cum Application Form and payable
by the Bidder or as blocked in the ASBA Account of the Bidder, as the case may be, upon
submission of the Bid in the Issue
Bid cum Application Form The form in terms of which the Bidder (including an Anchor Investor) shall make a Bid, including
ASBA Form, and which shall be considered as the application for the Allotment pursuant to the terms
of the Red Herring Prospectus and the Prospectus
Bid Lot [●] Equity Shares
Bid/ Issue Closing Date Except in relation to Anchor Investors, the date after which the Designated Intermediaries shall not
accept any Bids for the Issue, which shall be published in [●] editions of [●] (a widely circulated
English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily
newspaper) and [●] editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati being the
2
Term Description
regional language in the place where our Registered Office is located) and in case of any revisions,
the extended Bid/ Issue Closing Date shall also be notified on the websites and terminals of the
members of the Syndicate, as required under the SEBI ICDR Regulations and also intimated to SCSBs,
the Registered Brokers, CRTAs and CDPs. Our Company, in consultation with the BRLM, may
decide to close the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date,
in accordance with the SEBI ICDR Regulations
Bid/ Issue Opening Date Except in relation to Anchor Investors, the date on which the Designated Intermediaries shall start
accepting Bids for the Issue, which shall be published in [●] editions of [●] (a widely circulated
English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily
newspaper) and [●] editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati being the
regional language in the place where our Registered Office is located)
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/ Issue Opening Date and the Bid/
Issue Closing Date, inclusive of both days during which prospective Bidders (excluding Anchor
Investors) can submit their Bids, including any revisions thereof in accordance with the SEBI ICDR
Regulations and the terms of the Red Herring Prospectus
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, and includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, being
the Designated SCSB Branch for SCSBs, Specified Locations for the Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for CDPs.
Book Building Process The book building process as described in Schedule XI of the SEBI ICDR Regulations, in terms of
which the Issue is being made
Book Running Lead Manager/ ITI Capital Limited (formerly known as Inga Capital Limited)
BRLM
Broker Centres Broker centres of the Registered Brokers, where Bidders (other than Anchor Investors) can submit the
Bid cum Application Forms. The details of such Broker Centres, along with the names and contact
details of the Registered Brokers are available on the respective websites of the Stock Exchanges
CAN/ Confirmation of Allocation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
Note allocated the Equity Shares, after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band above which the Issue Price and Anchor Investor Issue Price will
not be finalized and above which no Bids will be accepted, including any revisions thereof
Circular on Streamlining of Public Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Issues
Client ID Client identification number of the Bidder’s beneficiary account
Collecting Depository Participants/ A depository participant, as defined under the Depositories Act, 1996 and registered with SEBI Act
CDPs and who is eligible to procure Bids at the Designated CDP Locations in terms of the Circular on
Streamlining of Public Issues
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Transfer Agents/ CRTAs RTA Locations in terms of the Circular on Streamlining of Public Issues
Cut-off Price The Issue Price, finalized by our Company, in consultation with the BRLM, which shall be any price
within the Price Band. Only Retail Individual Investors are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Investors are not entitled to Bid at the Cut-off Price
Demographic Details The details of the Bidders including the Bidders’ address, names of the Bidders’ father/ husband,
investor status, occupation and bank account details
Designated SCSB Branches Such branches of the SCSBs which may collect the Bid cum Application Form used by Bidders (other
than Anchor Investors), a list of which is available at the website of the SEBI
(http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time
Designated CDP Locations Such centres of the Collecting Depository Participants where Bidders (other than Anchor Investors)
can submit the Bid cum Application Forms. The details of such Designated CDP Locations, along
with the names and contact details of the CDPs are available on the respective websites of the Stock
Exchanges (www.nseindia.com and www.bseindia.com) and updated from time to time
Designated Date The date on which the funds from the Escrow Accounts are transferred to the Public Issue Account
or the Refund Account(s), as appropriate, and the amounts blocked by the SCSBs are transferred
from the ASBA Accounts, to the Public Issue Account or Refund Account, as applicable, in terms
of the Red Herring Prospectus, after the Prospectus is filed with the RoC
Designated Intermediaries Collectively, the members of the Syndicate, sub-syndicate members/ agents, SCSBs, Registered
Brokers, CDPs and CRTAs, who are authorized to collect Bid cum Application Forms from the
Bidders (other than Anchor Investors), in relation to the Issue
Designated RTA Locations Such centres of the CRTAs where Bidders (other than Anchor Investors) can submit the Bid cum
Application Forms. The details of such Designated RTA Locations, along with the names and contact
details of the CRTAs are available on the respective websites of the Stock Exchanges
(www.nseindia.com and www.bseindia.com) and updated from time to time
Designated Stock Exchange [●]
3
Term Description
Draft Red Herring Prospectus This draft red herring prospectus dated July 10, 2018, issued in accordance with the SEBI ICDR
Regulations, which does not contain complete particulars of the price at which our Equity Shares will
be Allotted and the size of the Issue, including any addenda or corrigenda thereto
Eligible NRI A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an offer
or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an
invitation to subscribe for the Equity Shares
Escrow Account Account opened with the Escrow Bank for the Issue and in whose favour the Anchor Investors will
transfer money through direct credit or NACH or NEFT or RTGS in respect of the Bid Amount when
submitting a Bid
Escrow Agreement The agreement to be entered into among our Company, the Registrar to the Issue, BRLM, the Escrow
Bank and the Refund Bank for collection of the Bid Amounts and where applicable, remitting refunds,
if any, on the terms and conditions thereof
Escrow Bank A bank, which is a clearing member and registered with SEBI as a banker to an offer and with whom
the Escrow Account will be opened, in this case being [●]
First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and
in case of joint Bidders, whose name appears as the first holder of the beneficiary account held in
joint names
Floor Price The lower end of the Price Band, and any revisions thereof, at or above which the Issue Price and the
Anchor Investor Issue Price will be finalized and below which no Bids will be accepted and which
shall not be less than the face value of the Equity Shares
General Information Document The General Information Document for investing in public issues prepared and issued in accordance
with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI and certain
other amendments to applicable laws and updated pursuant to the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015,
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018, notified by SEBI and included in
“Issue Procedure” on page 410.

The term ‘Offer’ as used in the General Information Document shall be construed and read as ‘Issue’
as defined below.
Issue The issue of 3,500,000 Equity Shares aggregating up to ₹[●] million by our Company for subscription
pursuant to the terms of the Red Herring Prospectus
Issue Agreement The agreement dated July 10, 2018 entered into among our Company and the BRLM, pursuant to
which certain arrangements are agreed to in relation to the Issue
Issue Price The final price at which Equity Shares will be Allotted to the successful Bidders (other than Anchor
Investors), as determined in accordance with the Book Building Process and determined by our
Company, in consultation with the BRLM in terms of the Red Herring Prospectus on the Pricing Date
Issue Proceeds The gross proceeds of this Issue based on the total number of Equity Shares Allotted under this Issue
and the Issue Price
Mutual Fund Portion 5% of the QIB Category (excluding the Anchor Investor Portion) or [●] Equity Shares which shall be
available for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being
received at or above the Issue Price
Net Proceeds of the Issue Proceeds of the Issue that will be available to our Company, i.e., gross proceeds of the Issue, less
Issue Expenses to the extent applicable to the Issue
Non-Institutional Category The portion of the Issue, being not less than 15% of the Issue or [●] Equity Shares, available for
allocation on a proportionate basis to Non-Institutional Investors subject to valid Bids being received
at or above the Issue Price
Non-Institutional Investors/ NIIs All Bidders, including Category III FPIs that are not QIBs (including Anchor Investors) or Retail
Individual Investors, who have Bid for Equity Shares for an amount of more than ₹200,000 (but not
including NRIs other than Eligible NRIs)
Price Band Price band ranging from a Floor Price of ₹[●] to a Cap Price of ₹[●], including any revisions thereof.
The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company, in
consultation with the with the BRLM, and advertised in [●] editions of [●] (a widely circulated English
national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper) and
[●] editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati being the regional language
in the place where our Registered Office is located) at least five (5) Working Days prior to the Bid/
Issue Opening Date, with the relevant financial ratios calculated at the Floor Price and at the Cap Price
and shall be made available to the Stock Exchanges for the purpose of uploading on their websites
Pricing Date The date on which our Company, in consultation with the BRLM, shall finalize the Issue Price
Prospectus The Prospectus to be filed with the RoC for this Issue on or after the Pricing Date in accordance with
the provisions of Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations, containing
the Issue Price, the size of the Issue and certain other information, including any addenda or corrigenda
thereto
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Term Description
Public Issue Account(s) The bank account(s) to be opened with the Public Issue Account Bank(s) under Section 40(3) of the
Companies Act, 2013 to receive monies from the Escrow Accounts and the ASBA Accounts on the
Designated Date
Public Issue Account Bank(s) The bank(s) with whom the Public Issue Account is opened for collection of Bid Amounts from the
Escrow Account and ASBA Accounts on the Designated Date, in this case being [●]
QIB Category The portion of the Issue, being not more than 50% of the Issue or [●] Equity Shares to be Allotted to
QIBs on a proportionate basis, including the Anchor Investor Portion (in which allocation shall be on
a discretionary basis, as determined by our Company, in consultation with the BRLM), subject to valid
Bids being received at or above the Issue Price
Qualified Institutional Buyers/ A qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations
QIBs
Red Herring Prospectus or RHP The red herring prospectus to be issued in accordance with Section 32 of the Companies Act, 2013
and the SEBI ICDR Regulations, which will not have complete particulars of the price at which the
Equity Shares shall be Allotted and which shall be filed with the RoC at least three Working Days
before the Bid/ Issue Opening Date and will become the Prospectus after filing with the RoC after
the Pricing Date, including any addenda or corrigenda thereto
Refund Account(s) Account(s) opened with the Refund Bank from which refunds, if any, of the whole or part of the Bid
Amount shall be made to Anchor Investors
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this case being [●]
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide terminals, other than
the members of the Syndicate and eligible to procure Bids at the Broker Centres in terms of circular
number CIR/CFD/14/2012 dated October 14, 2012, issued by SEBI
Registrar Agreement The agreement dated July 10, 2018, entered into among our Company and the Registrar to the Issue
in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue
Registrar to the Issue Link Intime India Private Limited
Retail Category The portion of the Issue, being not less than 35% of the Issue or [●] Equity Shares, available for
allocation to Retail Individual Investors, which shall not be less than the minimum Bid Lot, subject to
availability in the Retail Category
Retail Individual Investors/ RIIs Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity Shares in the Issue is not
more than ₹200,000 in any of the bidding options in the Issue (including HUFs applying through their
karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any of
their Bid cum Application Forms or any previous Revision Form(s), as applicable. QIBs bidding in
the QIB Category and Non-Institutional Investors bidding in the Non-Institutional Category are not
permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity
Shares or the Bid Amount) at any stage
Self Certified Syndicate Banks/ The banks registered with the SEBI which offer the facility of
SCSBs ASBA and the list of which is available on the website of the SEBI
(http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time and at such other websites as may be prescribed by SEBI from time to time
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms, a list of which is
included in the Bid cum Application Form
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
Syndicate Agreement The agreement to be entered into among the members of the Syndicate, our Company and the Registrar
to the Issue in relation to the collection/ procurement of Bid cum Application Forms by the Syndicate
Syndicate Members Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this
case being [●]
Syndicate/ Members of the Collectively, the BRLM and the Syndicate Members
Syndicate
Underwriters [●]
Underwriting Agreement The agreement to be entered into among our Company, the Underwriters and the Registrar to the Issue,
to be entered into on or after the Pricing Date but prior to filing of the Prospectus
Working Day(s) All days, other than second and fourth Saturday of the month, Sunday or a public holiday, on which
commercial banks in Mumbai, India are open for business; provided however, for the purposes of
announcement of Price Band and the Bid/ Issue Period, “Working Day” shall mean all days,
excluding all Saturdays, Sundays or a public holiday, on which commercial banks in Mumbai, India
are open for business; and with reference to the time period between the Bid/ Issue Closing Date
and the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016.

Conventional and general terms and abbreviations

Term Description
AGM Annual general meeting
5
Term Description
AIF(s) Alternative Investment Funds, as defined in, and registered under the SEBI AIF Regulations
Bn/ bn Billion
BSE BSE Limited
Category III FPIs FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall include all other FPIs
not eligible under category I and II foreign portfolio investors, such as endowments, charitable societies,
charitable trusts, foundations, corporate bodies, trusts, individuals and family offices
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act The Companies Act, 1956 and the Companies Act, 2013, as applicable
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect
upon notification of the Notified Sections) (as amended)
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified Sections, read
with the rules, regulations, clarifications and modifications thereunder (as amended)
Consolidated FDI Policy The Consolidated Foreign Direct Investment Policy, effective from August 28, 2017 issued by the
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of
India, and any modifications thereto or substitutions thereof, issued from time to time
Copyright Act Copyright Act, 1957 (as amended)
Depositories Act The Depositories Act, 1996 (as amended)
Depository A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories
and Participants) Regulations, 1996
DP ID Depository Participant’s identity number
EBITDA Earnings before interest, tax, depreciation and amortization
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 (as amended)
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948 (as amended)
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder (as amended)
Financial Year/ Fiscal/ Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar year and
Year/ FY ending on March 31 of that particular calendar year
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors (as defined under the SEBI FVCI Regulations) registered with
SEBI
GAAR General Anti-Avoidance Rules
GDP Gross Domestic Product
GoI The Government of India
GST Goods and services tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act Income Tax Act, 1961 (as amended)
Ind AS The Indian Accounting Standards referred to in and notified by the Ind AS Rules
Ind AS 24 Ind AS 24, Related Party Disclosure issued by the Ministry of Corporate Affairs
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015 (as amended)
Indian GAAP Generally Accepted Accounting Principles in India
INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India
IPO Initial Public Offering
IT Information Technology
MCA The Ministry of Corporate Affairs, GoI
Mn/ mn Million
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996
NCLT National Company Law Tribunal
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and are currently in effect
NR/ Non-resident A person resident outside India, as defined under the FEMA and includes an NRI
NRI Non-Resident Indian
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
6
Term Description
PAT Profit after tax
Patent Act Patent Act, 1970
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RoC / Registrar of Companies The Registrar of Companies, Ahmedabad
SCRA Securities Contracts (Regulation) Act, 1956 (as amended)
SCRR Securities Contracts (Regulation) Rules, 1957 (as amended)
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992 (as amended)
SEBI AIF Regulations SEBI (Alternative Investment Funds) Regulations, 2012 (as amended)
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 (as amended)
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 (as
amended)
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 (as amended)
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended)
STT Securities Transaction Tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (as amended)
Trade Marks Act The Trade Marks Act, 1999 (as amended)
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act U.S. Securities Act of 1933 (as amended)
USD United States Dollar, the official currency of the United States of America
USA/ U.S. United States of America, its territories and possessions, any state of the United States of America and
the District of Columbia
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange
Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012, as the case may be
Year/ Calendar Year The 12-month period ending December 31

Industry related terms

Term Description
ADL Analytical Development Laboratory
ANDA Abbreviated New Drug Application
API Active Pharmaceutical Ingredient
ASMF Active Substance Master File
BPPI Bureau of Pharma PSU of India
BS British Standard
CAGR Compound Annual Growth Rate
CDSCO Central Drug Standard Control Organization
CFE Consent for Establishment
CFO Consent for Operation
CGMP Current Good Manufacturing Practice
CHEMEXCIL Chemical Export Promotion Council
CMOs Contract Manufacturing Operators
CNS Central Nervous System
CPSUs Central Public-Sector Undertakings
DCGI Drugs Controller General of India
DGFT Directorate General of Foreign Trade
DIR series Document Information Record Series
DMF Drug Master File
DPCO Drug Price Control Order
DSIR Department of Scientific and Industrial Research, Ministry of Science and Technology, Government
of India
DTAB Drugs Technical Advisory Board
DTG Dolutegravir
EDMF European Drug Master File
EIA Environmental Impact Assessment
7
Term Description
EMA European Medicines Agency
EOU Export Oriented Unit
ERP Plan Emergency, Preparedness and Response Plan
ETP Effluent Treatment Plant
FDC Fixed-dose Combination
FRAT Folate Receptor Antibody Test
GCMASsS Gas Chromatography Mass Spectrometry
GDUFA Generic Drug User Fee Amendments
GFCE Government Final Consumption Expenditure
GIDC Gujrat Industrial Development Corporation
GMP Good Manufacturing Practice
HCl Hydrochloric Acid
HSE Management System Health Safety Executive Management System
ICDS Income Computation and Disclosure Standards
IIP Index of Industrial Production
IND Investigational New Drug
IPR Intellectual Property Right
KSM Key Starting Materials
LCMASS Liquid Chromatography Mass Spectrometry
LoCs Letter of Comfort
LoUs Letter of Undertaking
MAT Moving Annual Turnover
MEE Multiple Effect Evaporator
MNCs Multinational Companies
MoSPI Ministry of Statistics and Programme Implementation, Government of India
MPC Monetary Policy Committee
MRP Maximum Retail Price
MSP Minimum Support Price
NCE New Chemical Entity
NDA New Drug Application
NFC NGL Finechem Limited
NGT National Green Tribunal
NLEM National List of Essential Medicines
NMR Nuclear Magnetic Resonance
NNI Net National Income
NPPA National Pharmaceutical Pricing Authority
NPPP National Pharmaceutical Pricing Policy
NQA National Quality Association
OHSAS Occupational Health and Safety Assessment Series
OOS Out of Specification
PAT Profit After Tax
PDUFA Prescription Drug User Fee Act
PFCE Private Final Consumption Expenditure
PIs Pharmaceutical Intermediates
QA Quality Assurance
QC Quality Control
QHSE Quality, Health, Safety and Environment
R&D Research and Development
REACH Registration, Evaluation, Authorization and Restriction of Chemicals
RFP Reference Pricing Mechanism
ROS Route of Synthesis
SBT System Soil Biological Treatment System
SMBS Sodium Metabisulphide
SPCB State Pollution Control Board
US-FDA U.S. Food & Drug Administration
WPI Whole Sale Price Index
WHO World Health Organisation

The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as
assigned to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, the SCRA, the Depositories
Act and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax Benefits”,
“Industry Overview”, “Key Regulations and Policies”, “Financial Statements”, “Outstanding Litigation and Other
8