nuziveedu seeds limited

878 Pages·2015·11.22 MB·English

DRAFT RED HERRING PROSPECTUS
April 22, 2015
Please read Section 32 of the Companies Act, 2013
This Draft Red Herring Prospectus will be updated upon
filing of the Red Herring Prospectus with the RoC
Book Built Offer
NUZIVEEDU SEEDS LIMITED
Our Company was originally incorporated as a public limited company under the Companies Act, 1956, by a certificate of incorporation dated March 19, 2008 at New Delhi and a certificate of commencement of business dated April
9, 2008 from the Registrar of Companies, National Capital Territory of Delhi and Haryana, with the name “NSL Seeds Limited”. By a fresh certificate of incorporation on conversion to a private limited company, dated June 30, 2008
issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, the name of our Company was changed to “NSL Seeds Private Limited”. Subsequently, by a fresh certificate of incorporation dated September 23,
2010 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, the name of our Company was further changed to “Nuziveedu Seeds Private Limited”. Our Company was converted into a public limited
company pursuant to a special resolution passed by the Shareholders at an EGM on September 10, 2012 with the name “Nuziveedu Seeds Limited” and it received a fresh certificate of incorporation consequent upon change of name on
conversion to a public limited company on September 18, 2012 from the Registrar of Companies, Andhra Pradesh. For details of changes to the registered office of our Company, please refer to the section titled “History and Certain
Corporate Matters” on page 222 of this Draft Red Herring Prospectus.
Corporate Identity Number: U74120TG2008PLC074583; Registered & Corporate Office: Survey No. 69, Kandlakoya, Gundla Pochampally Village, Medchal Mandal, Ranga Reddy District 501 401, Telangana, India.
Tel: [phone]; Fax: [phone], Website: www.nuziveeduseeds.com; Contact Person: Mr. N. Murali Krishna; Tel: [phone]; Fax: [phone]; E-mail: [email protected]
PROMOTERS OF OUR COMPANY: MANDAVA HOLDINGS PRIVATE LIMITED AND MR. MANDAVA PRABHAKARA RAO
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF NUZIVEEDU SEEDS LIMITED (THE “ISSUER” OR THE “COMPANY”) FOR CASH AT A PRICE
OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE, AGGREGATING UP TO ` [●] MILLION CONSISTING OF A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING TO
` 1,250 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 9,891,221 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY MR. MANDAVA PRABHAKARA RAO (THE “PROMOTER SELLING
SHAREHOLDER”) AND UP TO 1,978,245 EQUITY SHARES (“BLACKSTONE OFFERED SHARES”) AGGREGATING UP TO ` [●] MILLION BY BLACKSTONE GPV CAPITAL PARTNERS MAURITIUS V-C LIMITED
(“BLACKSTONE” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “ISSUE”).
THE ISSUE SHALL CONSTITUTE AT LEAST 10% OF THE FULLY DILUTED POST-ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY, BLACKSTONE AND THE PROMOTER SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD
MANAGERS (“MANAGERS”), AND ADVERTISED IN [●] EDITIONS OF [●], [●] EDITIONS OF [●] AND [●] EDITIONS OF [●] (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND TELEGU NEWSPAPERS, TELEGU
BEING THE REGIONAL LANGUAGE OF TELANGANA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “ICDR REGULATIONS”) AND SUCH ADVERTISEMENT SHALL
BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE 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 revision in the Price Band, the Bid/Issue Period will be extended for a minimum of three additional Working Days after revision of the Price Band subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price
Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing a press release, and also by indicating the change on the websites of the Managers and at the terminals of the Syndicate
Members and Registered Brokers and by intimation to Self Certified Syndicate Banks (“SCSBs”).
In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 41 of the ICDR Regulations, this is an offer for at least 10% of the post-Issue capital. The Issue is through the Book Building
Process, in reliance of Regulation 26(2) of the ICDR Regulations, wherein at least 75% of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Provided that our Company, Blackstone and the Promoter Selling
Shareholder, in consultation with the Managers, may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis out of which one-third shall be reserved for domestic Mutual Funds only subject to valid Bids being received
from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Category. 5% of the Net QIB Category shall
be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Category shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at
or above the Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, all the application monies will be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional
Investors and not more than 10% of the Issue shall be available for allocation, in accordance with the ICDR Regulations, to Retail Individual Investors, subject to valid Bids being received at or above the Issue Price.
All investors, other than Anchor Investors, can participate in the Issue through the Applications Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Bid Amount
will be blocked by the Self Certified Syndicate Banks (“SCSBs”). However, QIBs (excluding Anchor Investors) and Non-Institutional Investors are mandatorily required to submit their Bids by way of ASBA only. For details, see “Issue Procedure”
on page 633 of this Draft Red Herring Prospectus.
RISKS IN RELATION TO FIRST ISSUE
This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 each. The Floor Price is [●] times of the face value and the Cap
Price is [●] times of the face value. The Issue Price is [●] times of the face value. The Issue Price (as has been determined by the Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, and justified as stated in
the section “Basis for Issue Price” on page 145 of this Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. 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 the 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 Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors”
on page 27 of this Draft Red Herring Prospectus.
COMPANY’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the 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. The Promoter Selling Shareholder accepts responsibility
only for statements made him in this Draft Red Herring Prospectus and confirms that this Draft Red Herring Prospectus contains all information about him as a Promoter Selling Shareholder and the Equity Shares offered by him in the Issue and
that such statements are true and correct in all material respects and are not misleading in any material respect. Blackstone accepts responsibility only for statements specifically confirmed by it in this Draft Red Herring Prospectus to the extent of
information pertaining to itself and the Blackstone Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on NSE and BSE. We have received in-principle approvals from NSE and BSE for listing of our Equity Shares pursuant to letters dated [●] and [●] respectively.
For the purposes of the Issue, [●] shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Axis Capital Limited IDFC Securities Limited JM Financial Institutional Securities Limited J.P. Morgan India Private Limited Karvy Computershare Private Limited
1st Floor, Axis House C-2, Naman Chambers, C-32, G Block (formerly JM Financial Institutional J.P. Morgan Tower, Off C.S.T Road, Karvy Selenium Tower B, Plot 31-32,
Wadia International Centre, Bandra Kurla Complex, Bandra (East) Securities Private Limited) Kalina Santacruz (E), Mumbai 400 098 Gachibowli, Financial District, Nanakramguda,
P.B. Marg Worli, Mumbai 400 025 Mumbai 400 051, Maharashtra, India 7th Floor, Cnergy, Appasaheb Marathe Marg Maharashtra, India Hyderabad 500 032, Telangana, India
Maharashtra, India Tel : [phone] Prabhadevi, Mumbai 400 025. Telephone: [phone] Telephone: [phone]
Telephone: + 91 (22) 4325 2183 Fax : [phone] Maharashtra, India Facsimile: [phone] Facsimile: + 91 (40) 2300 1153
Facsimile : [phone] Email : [email protected] Telephone: + 91 (22) 6630 3030 Email ID: [email protected] Toll free number: 1800 3454 001
E-mail: [email protected] Investor Grievance Email: Facsimile: + 91 22 6630 3330 Website: www.jpmipl.com E-mail: [email protected]
Website: www.axiscapital.co.in [email protected] Email: [email protected]; Website: www.jmfl.com Investor Grievance ID: Investor grievance ID: [email protected]
Investor grievance ID: [email protected] Website: www.idfccapital.com Investor grievance ID: [email protected] [email protected] Website: www.karisma.karvy.com
Contact person: Mr. Vivek Toshniwal Contact Person: Mr. Akshay Bhandari Contact person: Ms. Lakshmi Lakshmanan Contact Person: Ms. Prateeksha Runwal Contact person: Mr. Rakesh Santhalia
SEBI registration number: INM000012029 SEBI registration No.: MB/INM000011336 SEBI registration number: INM000010361 SEBI registration number: INM000002970 SEBI registration number: INR000000221
BID/ISSUE PROGRAMME
FOR ALL BIDDERS: BID/ISSUE OPENS ON: [●]*
FOR QIBS: BID/ISSUE CLOSES ON: [●]**
FOR RETAIL AND NON-INSTITUTIONAL INVESTORS BID/ISSUE CLOSES ON [●]
*Our Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, may consider participation by Anchor Investors in accordance with the ICDR Regulations. The Anchor Investor Bidding Date shall be one Working
Day prior to the Bid/Issue Opening Date.
** Our Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, may decide to close the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations.
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 4 
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA.................................................. 21 
FORWARD-LOOKING STATEMENTS .......................................................................................................... 25 
RISK FACTORS ................................................................................................................................................... 27 
SUMMARY OF OUR BUSINESS ...................................................................................................................... 77 
SUMMARY OF INDUSTRY ............................................................................................................................... 88 
SUMMARY FINANCIAL INFORMATION .................................................................................................... 92 
THE ISSUE .......................................................................................................................................................... 106 
GENERAL INFORMATION ............................................................................................................................ 108 
CAPITAL STRUCTURE ................................................................................................................................... 121 
OBJECTS OF THE ISSUE ................................................................................................................................ 138 
BASIS FOR ISSUE PRICE ............................................................................................................................... 145 
STATEMENT OF TAX BENEFITS ................................................................................................................ 149 
INDUSTRY .......................................................................................................................................................... 158 
BUSINESS ............................................................................................................................................................ 184 
REGULATIONS AND POLICIES IN INDIA ................................................................................................ 214 
HISTORY & CERTAIN CORPORATE MATTERS .................................................................................... 222 
OUR MANAGEMENT ...................................................................................................................................... 243 
OUR PROMOTERS AND GROUP COMPANIES ........................................................................................ 267 
DIVIDEND POLICY .......................................................................................................................................... 390 
FINANCIAL STATEMENTS ........................................................................................................................... 391 
FINANCIAL INDEBTEDNESS ........................................................................................................................ 392 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................................... 442 
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................... 469 
GOVERNMENT AND OTHER APPROVALS .............................................................................................. 581 
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 602 
TERMS OF THE ISSUE .................................................................................................................................... 623 
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................... 626 
ISSUE STRUCTURE ......................................................................................................................................... 628 
ISSUE PROCEDURE ......................................................................................................................................... 633 
MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION ............................................................... 688 
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................... 787 
DECLARATION ................................................................................................................................................. 790 
3
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise implies or requires, the terms and abbreviations stated hereunder shall have the
meanings as assigned therewith. References to statutes, rules, regulations, guidelines and policies will, unless
the context otherwise requires, be deemed to include all amendments, modifications and replacements notified
thereto as of the date of this Draft Red Herring Prospectus.

Company and Selling Shareholder related terms

Term Description
“Company”, “our Nuziveedu Seeds Limited, a public limited company incorporated under the
Company” “Nuziveedu Companies Act, 1956 and having its registered office at Survey No. 69,
Seeds Limited”, “NSL” or Kandlakoya, Gundla Pochampally Village, Medchal Mandal, Ranga Reddy
“Issuer”. District 501 401, Telangana, India.
“we”, “us”, or “our” Unless the context otherwise requires or implies, Nuziveedu Seeds Limited, its
Subsidiaries and its Associates, on a consolidated basis.
AAGL Asian Agri Genetics Limited
Ambient Infratech Ambient Infratech Private Limited.
Apple Avenue Apple Avenue Private Limited.
APSCDRC Andhra Pradesh State Consumer Disputes Redressal Commission.
“Articles”/ “Articles of The articles of association of our Company, as amended.
Association”
Associates Swadeshi Bio-technics Limited and Swarnabharat Bio-technics Private Limited.
“Auditors” or “Statutory BSR & Associates LLP, Chartered Accountants.
Auditor”
BCOW Act Building and Other Construction Works Welfare Cess Act, 1996.
Blackstone BLACKSTONE GPV CAPITAL PARTNERS MAURITIUS V-C LTD.
Blackstone Investment Share subscription and shareholders’ agreement, entered into amongst our
Agreement Company, Mandava Prabhakara Rao, Mandava Asha Priya, Mr. Mandava
Venkatram Chowdary, M. Srinivas Rao, Nelluri Bapuji, Savaram Saisubba Rao,
Aala Veera Venkata Sivaprasad, Yasangi Madhu Babu and Gowrneni Seshu
Kumar, and Blackstone, dated August 18, 2010, as amended by the deed of
adherence dated November 24, 2011 executed by Mandava Holdings Private
Limited, the letter of amendment issued by the Company, Mandava Prabhakara
Rao and Mandava Asha Priya to Blackstone dated June 20, 2012, the adherence
and amendment agreement entered into by the Company, the Promoters,
Gooddeal Developers Private Limited, Portrait Properties Private Limited,
Mandava Asha Priya, M. Venkatram Chowdary, M. Srinivas Rao and
Blackstone dated January 16, 2013, the amendment agreement entered into by
the Company, the Promoters, Mandava Asha Priya, M. Srinivas Rao, M.
Venkatram Chowdary and Blackstone dated January 2, 2014 and the amendment
and termination agreement entered into by the Company, the Promoters,
Mandava Asha Priya, M. Srinivas Rao, M. Venkatram Chowdary, B. Aishwarya
and Blackstone dated April 22, 2015.
Board/Board of Directors The board of directors of our Company, as constituted from time to time
including any committees thereof.
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Term Description
Cozy Properties Cozy Properties Private Limited.
Director(s) Director(s) on the Board of our Company, as appointed from time to time.
Dream Land Avenues Dream Land Avenues Private Limited.
Equity Shares Equity shares of our Company of face value of ` 10 each.
Executive Director An executive Director.
FHSL Fortune Hybrid Seeds Limited.
GAIL Global Agrigenetics (India) Private Limited.
Group Companies Companies, firms and ventures promoted by our Promoters, irrespective of
whether such entities are covered under Section 370(1)(B) of the Companies
Act, 1956, and disclosed in the section titled “Our Promoters and Group
Companies” on page 270 of this Draft Red Herring Prospectus.
Highend Properties Highend Properties Private Limited.
Independent Director A non-executive, independent Director as per the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
JRPIPL Jubilee Real Projects (India) Private Limited.
“KMP” / “Key Officers of our Company vested with executive powers and officers at the level
Management Personnel” immediately below the Board including any other person so declared by our
Company, as defined in terms of Regulation 2(1)(s) of the ICDR Regulations
and as disclosed in the section titled “Our Management” on page 262 of this
Draft Red Herring Prospectus.
Lead Bank Canara Bank.
“Memorandum” / The memorandum of association of our Company, as amended.
“Memorandum of
Association”
Non-Executive Director A non-executive, non-independent Director as per the Companies Act, 2013 and
the Listing Agreement.
NRPPL NSL Renewable Power Private Limited.
NSI PT Nuziveedu Seeds Indonesia.
NSL Nagapatnam NSL Nagapatnam Power and Infratech Limited.
NSL Properties NSL Properties Private Limited.
NSL SEZ NSL SEZ (Hyderabad) Private Limited.
NSL Sugars Tungabhadra NSL Sugars (Tungabhadra) Limited.
NSL Sugars NSL Sugars Limited.
NSL Textiles NSL Textiles Limited.
NSL Tidong NSL Tidong Power Generation Private Limited.
PABL Prabhat Agri Biotech Limited.
- 5 -
Term Description
PSPL Pravardhan Seeds Private Limited.
Preference Shares Compulsorily convertible cumulative preference shares of our Company of par
value of ` 1,000 each.
Promoters Mandava Holdings Private Limited and Mr. Mandava Prabhakara Rao.
Promoter Group Such persons and entities which constitute the promoter group of our Company
pursuant to Regulation 2 (1)(zb) of the ICDR Regulations.
Promoter Selling Mandava Prabhakara Rao.
Shareholder
Regen Powertech Regen Powertech Private Limited.
RISPL ReGen Infrastructure and Services Private Limited (formerly known as
Renewable Energy Generation Private Limited).
Registered & Corporate Survey No. 69, Kandlakoya, Gundla Pochampally Village, Medchal Mandal,
Office Ranga Reddy District 501 401, Telangana, India.
Restated Consolidated The consolidated financial information examined in accordance with the
Financial Information generally accepted auditing standards in India of our Company, Subsidiaries and
Associates as of and for each of the financial years ended March 31, 2011, 2012,
2013 and 2014 and the nine month period ended December 31, 2014, restated in
accordance with the requirements of the Companies Act, 2013, and the ICDR
Regulations together with the schedules and notes thereto. The Restated
Consolidated Financial Information comprise summary consolidated statements
of profit and losses, assets and liabilities and cash flows and other consolidated
financial information as of and for each of the financial years ended March 31,
2011, 2012, 2013 and 2014 and the nine month period ended December 31,
2014.
Restated Standalone The standalone financial information examined in accordance with the generally
Financial Information accepted auditing standards in India of our Company as of and for each of the
financial years ended March 31, 2010, 2011, 2012, 2013 and 2014 and the nine
month period ended December 31, 2014, restated in accordance with the
requirements of the Companies Act, 2013, and the ICDR Regulations together
with the schedules and notes thereto. The Restated Standalone Financial
Information comprise summary consolidated statements of profit and losses,
assets and liabilities and cash flows and other standalone financial information as
of and for each of the financial years ended March 31, 2010, 2011, 2012, 2013
and 2014 and the nine month period ended December 31, 2014.
Restated Financial Restated Consolidated Financial Information and Restated Standalone Financial
Information Information collectively.
RoC Registrar of Companies, Andhra Pradesh & Telangana.
Scheme of Arrangement Scheme of arrangement between our Company, Nuziveedu Seeds Private
2010 Limited (presently known as NSL Renewable Power Private Limited), Mandava
Holdings Private Limited, NSL Properties Private Limited, NSL SEZ (Chennai)
Private Limited, Ascendant Estates Private Limited and their respective
shareholders and creditors with effect from April 1, 2010.
Scheme of Arrangement Scheme of arrangement between our Company, NSL Fertiliser Ventures Private
2013 Limited and their respective shareholders with effect from July 1, 2013.
- 6 -
Term Description
Shared Assets and A shared assets and services agreement entered into between our Company and
Services Agreement Mandava Holdings Private Limited dated November 29, 2011
SBL Swadeshi Bio-Technics Limited.
SBPL Swarnabharat Bio-Technics Private Limited.
Selling Shareholders The Promoter Selling Shareholder and Blackstone
“Subsidiary” / A subsidiary of the Company as of the date of this Draft Red Herring Prospectus,
“Subsidiaries” in accordance with the Companies Act, 2013, and as set out in “History and
Certain Corporate Matters” on page 234 of this Draft Red Herring Prospectus.
Sub-License Agreement A sublicensing agreement entered into between our Company with MMBL on
February 21, 2004.
Trademark Sub-licence Trademark sub-licence agreement entered into between our Company with
Agreement MMBL executed on March 10, 2015
Trait Agreement A trait introgression research agreement entered into between our Company had
entered into with Monsanto Holdings Private Limited and Mahyco Monsanto
Biotech (India) Limited on February 2, 2011.
Vantage Call Option A call option agreement entered into between our Company, Mr. Mandava
Agreement Prabhakara Rao and Vantage Quest (Mauritius) Limited dated November 1,
2010 as amended from time to time
YSPL Yaaganti Seeds Private Limited.

Issue Related Terms

Term Description
“Allotment” / “Allot” / Unless the context otherwise requires, the allotment of Equity Shares to successful
“Allotted” Bidders pursuant to the Fresh Issue and the transfer of Equity Shares to successful
Bidders pursuant to the Offer for Sale.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
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.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the ICDR Regulations.
Anchor Investor Bidding The day, one Working Day prior to the Bid/Issue Opening Date, on which Bids by
Date Anchor Investors shall be submitted, prior to and after which the Managers will
not accept any Bids, and allocation to Anchor Investors shall be completed.
Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors in
Allocation Price terms of the Red Herring Prospectus and the Prospectus, which will be decided by
our Company, Blackstone and the Promoter Selling Shareholder in consultation
with the Managers on the Anchor Investor Bidding Date.
Anchor Investor Issue The final price at which Equity Shares will be Allotted to Anchor Investors in
Price terms of the Red Herring Prospectus and the Prospectus, which price will be equal
to or higher than the Issue Price but not higher than the Cap Price. The Anchor
- 7 -
Term Description
Investor Issue Price will be decided by the Company, Blackstone and the
Promoter Selling Shareholder in consultation with the Managers.
Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company, in
consultation with the Managers, to Anchor Investors on a discretionary basis in
accordance with the ICDR Regulations, out of which one-third shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price.
“Applications Supported An application, whether physical or electronic, used by ASBA Bidders to make a
by Blocked Amount” / Bid authorising an SCSB to block the Bid Amount in the ASBA Accounts.
“ASBA”
ASBA Account An account maintained with an SCSB and specified in the Bid cum Application
Form submitted by an ASBA Bidder, which will be blocked by such SCSB to the
extent of the Bid Amount specified by an ASBA Bidder.
ASBA Bidder Any Bidder, other than an Anchor Investor, who Bids through ASBA in
accordance with the terms of the Red Herring Prospectus and the Bid cum
Application Form.
Axis Axis Capital Limited
Basis of Allotment The basis on which the Equity Shares will be Allotted, as described in “Issue
Procedure – Allotment Procedure and Basis of Allotment” on page 677 of this
Draft Red Herring Prospectus.
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 the submission of a Bid cum Application Form, to purchase,
the Equity Shares at a price within the Price Band, including all revisions thereto,
in terms of the Red Herring Prospectus and the Bid cum Application Form, and
the term “Bidding” shall be construed accordingly.
Bid Amount In relation to each Bid shall mean the highest value of the Bid indicated in the Bid
cum Application Form and payable by the Bidder upon submission of the Bid in
the Issue.
Bid/Issue Closing Date Except in relation to Bids received from the Anchor Investors, [●], the date after
which the Syndicate, the SCSBs and the Registered Brokers will not accept any
Bids, which shall also be notified in [●], an English national newspaper, [●], a
Hindi national newspaper and [●] a Telegu daily newspaper (Telegu being the
regional language of Telangana, where our Registered Office is located), each
with wide circulation and in case of any revision, the extended Bid/Issue Closing
Date, also to be notified to the Stock Exchanges by issuing a press release and also
indicating the change on the websites of the Managers and at the terminals of the
Syndicate Members and the Registered Brokers and by intimation to the SCSBs.

The Company, Blackstone, and the Promoter Selling Shareholder, in consultation
with the Managers, may consider closing the Bid/Issue Period for QIBs one
Working Day prior to the Bid/Issue Closing Date in accordance with the ICDR
Regulations.
Bid/Issue Opening Date Except in relation to Bids received from the Anchor Investors, [●], the date on
which the Syndicate, the SCSBs and the Registered Brokers, as applicable, shall
start accepting Bids for the Issue, which shall also be notified in [●], an English
national newspaper, [●], a Hindi national newspaper and [●], a Telegu daily
- 8 -
Term Description
newspaper (Telegu being the regional language of Telangana, where our
Registered Office is located), each with wide circulation.
Bid/Issue Period Except in relation to Bids received from the Anchor Investors, the period from and
including the Bid/Issue Opening Date to and including the Bid/Issue Closing Date
during which Bidders can submit their Bids, including any revisions thereto. The
Bid/Issue Period will comprise Working Days only.
Bid Lot [●] Equity Shares.
Bid cum Application The form used by a Bidder, including an ASBA Bidder, to make a Bid and which
Form will be considered as the application for Allotment for the purposes of the Red
Herring Prospectus and the Prospectus.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form. Unless, otherwise stated
or implied, the term “Bidder” shall be deemed to include an ASBA Bidder and an
Anchor Investor.
Broker Centre Broker centres notified by the Stock Exchanges where Bidders can submit the Bid
cum Application Forms to a Registered Broker and details of which are available
on the websites of the stock exchanges.
Book Building Process The book building process as described in Part A, Schedule XI of the ICDR
Regulations, in terms of which the Issue is being made.
Cap Price The higher end of the Price Band, i.e. ` [●], above which the Issue Price and the
Anchor Investor Issue Price will not be finalised and above which no Bids will be
accepted.
“CAN” or “Confirmation The note or advice or intimation sent to each successful Bidder/Applicant
of Allocation Note” indicating the Equity Shares which may be Allotted, after approval of Basis of
Allotment by the Designated Stock Exchange.
CARE April Report “Report on Indian Seeds Industry”, April 3, 2015 by CARE
Controlling Branches Such branches of the SCSBs which coordinate Bids with the members of the
Syndicate, Registrar to the Issue and the Stock Exchanges, a list of which is
available on the website of the SEBI at
www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized-Intermediaries and
updated from time to time, and at such other websites as may be prescribed by
SEBI from time to time.
Cut-off Price The Issue Price, as finalised by the Company, Blackstone and the Promoter
Selling Shareholder in consultation with the Managers, which shall be any price
within the Price Band. Only Retail Individual Investors whose Bid Amount does
not exceed ` 200,000 are entitled to Bid at the Cut-off Price. No other category of
Bidders is entitled to Bid at the Cut-off Price.
Demographic Details The demographic details of the Bidders such as their respective addresses,
occupation, PAN, MICR Code and bank account details.
Designated Branches Such branches of the SCSBs with which an ASBA Bidder, not Bidding through
Syndicate/ Sub Syndicate or through a Registered Broker, may submit the Bid
cum Application Forms, a list of which is available on the website of the SEBI at
www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized-Intermediaries and
updated from time to time, and at such other websites as may be prescribed by
SEBI from time to time.
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Term Description
Designated Date The date on which funds are transferred from the Escrow Account to the Public
Issue Account or the Refund Account, as appropriate, or the funds blocked by the
SCSBs are transferred from the ASBA Accounts to the Public Issue Account, as
the case may be.
Designated Stock [●].
Exchange
Draft Red Herring This draft red herring prospectus dated April 22, 2015, issued in accordance with
Prospectus the ICDR Regulations, which does not contain complete particulars of the Issue,
including the price at which the Equity Shares will be Allotted.
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an
offer / invitation under the Issue and in relation to whom the Red Herring
Prospectus constitutes an invitation to purchase the Equity Shares offered thereby.
Eligible NRIs NRIs from jurisdictions 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 purchase the Equity Shares offered thereby.
Escrow Accounts Accounts opened with the Escrow Collection Bank(s) and in whose favour the
Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect of
the Bid Amount when submitting a Bid.
Escrow Agreement The agreement to be entered into amongst our Company, the Registrar to the
Issue, the Managers, the Syndicate Members, Blackstone, the Promoter Selling
Shareholder, the Escrow Collection Bank(s), the Public Issue Account Bank(s),
and the Refund Bank(s) for collection of the Bid Amounts and, where applicable,
refunds of the amounts collected on the terms and conditions thereof.
Escrow Collection The banks which are clearing members and registered with SEBI under the BTI
Bank(s) Regulations, with whom the Escrow Account(s) will be opened, being [●].
First Bidder The Bidder whose name appears first in the Bid cum Application Form or the
Revision Form.
Floor Price The lower end of the Price Band, i.e. ` [●], at or above which the Issue Price and
the Anchor Investor Issue Price will be finalised and below which no Bids, will be
accepted.
Fresh Issue The issue of [●] Equity Shares aggregating to ` 1,250 million by the Company
offered for subscription pursuant to the Red Herring Prospectus.
General Information The General Information Document for investing in public issues prepared and
Document issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23,
2013, notified by SEBI, suitably modified and included in “Issue Procedure” on
page 650 of this Draft Red Herring Prospectus.
IDFC IDFC Securities Limited.
Issue Initial public offering of up to [●] Equity Shares for cash at a price of ` [●] per
Equity Share (including a share premium of ` [●] per Equity Share), aggregating
up to ` [●] million consisting of a fresh issue of [●] Equity Shares aggregating to
` 1,250 million and an offer for sale of up to 9,891,221 Equity Shares aggregating
up to ` [●] million by the Promoter Selling Shareholder and up to 1,978,245
Equity Shares aggregating up to ` [●] million by Blackstone, pursuant to the terms
of the Red Herring Prospectus.
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