rajshree polypack limited

441 Pages·2017·6.6 MB·English

by  Rahul Aggarwal

Draft Red Herring Prospectus
Dated: March 24, 2018
Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be
updated upon filing with the RoC)
100% Book Built Issue
RAJSHREE POLYPACK LIMITED
Our Company was originally formed as a partnership firm under the Partnership Act, 1932 (“Partnership Act”) in the name of M/s Rajshree Industries, pursuant to a deed of partnership dated October 23,
2003. The name of M/s Rajshree Industries was changed to M/s Rajshree Polypack pursuant to a deed of re-constitution dated September 1, 2011. The said partnership was thereafter converted from a
partnership firm to a private limited company under Part IX of the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai with the name of “Rajshree Polypack Private Limited”
on October 15, 2011. Subsequently, our Company was converted into a public limited company pursuant to a special resolution passed by our shareholders dated March 24, 2017 and the name of our
Company was changed to “Rajshree Polypack Limited” to reflect the legal status of our Company pursuant to a fresh certificate of incorporation granted by the Registrar of Companies, Mumbai dated
August 3, 2017. For further details of the change in name and registered office of our Company, please refer to chapter titled “History and Certain Corporate Matters” beginning on page 156 of this
Draft Red Herring Prospectus.
Registered Office: #503-504, 5th Floor, Lodha Supremus, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane (W) – 400604, Maharashtra, India.
Corporate Office: #212, 2nd Floor, Lodha Supremus,Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane (W) – 400604, Maharashtra, India.
Tel.:[phone] | Fax:[phone] | E-mail:[email protected] | Website:www.rajshreepolypack.com
Contact Person: Mitali Rajendra Shah, Company Secretary and Compliance Officer | Corporate Identification No.:U25209MH2011PLC223089
OUR PROMOTERS: RAMSWAROOP RADHESHYAM THARD, NARESH RADHESHYAM THARD AND SAJJAN N. RUNGTA HUF
INITIAL PUBLIC OFFERING OF UP TO 32,57,939* EQUITY SHARES OF FACE VALUE OF RS.10 EACH (“EQUITY SHARES”) OF RAJSHREE POLYPACK LIMITED (OUR "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 UP TO RS. [●]
LAKHS (THE “ISSUE”). THE ISSUE INCLUDES A RESERVATION OF UPTO [●] EQUITY SHARES OF FACE VALUE OF RS.10 EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE
AGGREGATING UP TO RS. [●] LAKHS FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET
MAKER RESERVATION PORTION I.E. [●] EQUITY SHARES OF FACE VALUE OF RS.10 EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING TO RS. [●] LAKHS IS
HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [●] % AND [●] % RESPECTIVELY, OF THE POST ISSUE PAID UP EQUITY SHARE
CAPITAL OF OUR COMPANY.
*Our Company may consider issuing up to 2,97,939 Equity Shares on private placement basis for cash consideration aggregating upto [●] Lakhs, at its discretion in favour of such investors permissible under applicable laws,
to be completed prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”) and the details of which, if completed, will be included in the Red Herring Prospectus. If the Pre-IPO Placement is completed,
the number of shares allotted pursuant to such Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule 19(2)(b) of SCRR. Promoters and members of the Promoter Group may participate in the
Pre-IPO Placement. Whether or not the Promoters and members of the Promoter Group participate in the Pre-IPO Placement, they will not participate in the Issue.
THE FACE VALUE OF THE EQUITY SHARE IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT AND RUPEE AMOUNT OF THE DISCOUNT, IF ANY, TO THE RETAIL INDIVIDUAL
BIDDERS WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], AN ENGLISH
DAILY NEWSPAPER, ALL EDITIONS OF [●], A HINDI DAILY NEWSPAPER AND MUMBAI EDITION OF [●], A MARATHI NEWSPAPER (MARATHI BEING THE LOCAL LANGUAGE OF
MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS SITUATED) EACH WITH WIDE CIRCULATION, AT LEAST FIVE (5) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE
AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE EMERGE”) FOR THE PURPOSE OF UPLOADING ON ITS
WEBSITE.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three (3) additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding ten (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 EMERGE by issuing a press release, and also by indicating the change
on the website of the Book Running Lead Manager and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries.
In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made through Book Building Process in accordance and
compliance with Chapter XB and other applicable provisions of SEBI ICDR Regulations wherein upto [●]% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company,
in consultation with the Book Running Lead Manager may allocate upto [●]% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for Mutual Funds,
subject to valid Bids being received from Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription,if any, in the Anchor Investor Portion, the remaining Equity Shares shall be added
to the QIB Portion. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion (excluding Anchor
Investor Portion) shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net
Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders, subject to valid Bids being
received from them at or above the Issue Price. Under-subscription, if any, in any categories except the QIB Portion, would be met with spill-over from any other category or categories, as applicable, on a proportionate
basis, subject to applicable law. All potential investors (except Anchor Investors) shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing details
of their respective bank accounts which will be blocked by SCSBs. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, please refer to chapter titled
“Issue Procedure” beginning on page 313 of this Draft Red Herring Prospectus.
RISK 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 the Equity Shares is Rs. 10 each. The Floor Price is [●] times the face value and
the Cap Price is [●] times the face value. The Issue Price (as determined and justified by our Company in consultation with the Book Running Lead Manager on the basis of the assessment of market demand for the Equity
Shares by way of the Book Building Process) as stated in the section titled “Basis for Issue Price” beginning on page 93 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 this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to
read the risk factors carefully before taking an investment decision in the 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 issued 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 the Draft Red Herring Prospectus.
Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 20 of this Draft Red Herring Prospectus.
COMPANY’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 of our Company issued through the Red Herring Prospectus are proposed to be listed on NSE EMERGE, in terms of the Chapter XB of SEBI ICDR Regulations. Our Company has received an ‘in principle’
approval from NSE EMERGE vide letter dated [●] for using its name in the Issue document for listing of our shares on the NSE EMERGE. For the purpose of this Issue, National Stock Exchange of India Limited shall be
the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
PL CAPITAL MARKETS PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED
3rd Floor, Sadhana House, 570, P. B. Marg, Worli, Mumbai - 400 018, Maharashtra C-101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai – 400083, Maharashtra
Tel No.: [phone] Tel No.: [phone]
Fax No.: [phone] Fax No.: [phone]
E-mail: [email protected] E-mail: [email protected]
Website: www.plindia.com Website: www.linkintime.co.in
Investor Grievance ID: [email protected] Investor Grievance ID: [email protected]
Contact Person: Rohan Menon Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INM000011237 SEBI Registration Number: INR000004058
BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON*: [●] BID/ISSUE CLOSES ON**: [●]
* Our Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one (1) Working
Day prior to the Bid / Issue Opening Date.
**Our Company may, in consultation with the Book Running Lead Manager, consider closing the Bid/Issue Period for QIBs one (1) Working Day prior to the Bid/Issue Closing Date, in accordance with SEBI ICDR Regulations.
TABLE OF CONTENTS
SECTION I - GENERAL ............................................................................................................................................ 2
DEFINITIONS AND ABBREVIATIONS ................................................................................................................... 2
FORWARD-LOOKING STATEMENTS .................................................................................................................. 16
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................................. 18
SECTION II – RISK FACTORS ............................................................................................................................ 20
SECTION III - INTRODUCTORY ........................................................................................................................ 39
SUMMARY OF INDUSTRY .................................................................................................................................... 39
SUMMARY OF BUSINESS ...................................................................................................................................... 43
SUMMARY OF FINANCIAL STATEMENTS ........................................................................................................ 45
THE ISSUE ................................................................................................................................................................ 51
GENERAL INFORMATION ..................................................................................................................................... 53
CAPITAL STRUCTURE ........................................................................................................................................... 66
SECTION IV - PARTICULARS OF THE ISSUE ................................................................................................ 84
OBJECTS OF THE ISSUE ........................................................................................................................................ 84
BASIS FOR ISSUE PRICE ........................................................................................................................................ 93
BASIC TERMS OF THE ISSUE ............................................................................................................................... 97
STATEMENT OF TAX BENEFITS ........................................................................................................................ 100
SECTION V – ABOUT THE COMPANY ............................................................................................................ 103
INDUSTRY OVERVIEW ......................................................................................................................................... 103
BUSINESS OVERVIEW .......................................................................................................................................... 126
KEY INDUSTRY REGULATIONS AND POLICIES ............................................................................................. 149
HISTORY AND CERTAIN CORPORATE MATTERS .......................................................................................... 156
OUR MANAGEMENT ............................................................................................................................................. 164
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 180
OUR GROUP COMPANIES ................................................................................................................................... 185
RELATED PARTY TRANSACTIONS ................................................................................................................... 186
DIVIDEND POLICY ............................................................................................................................................... 187
SECTION VI – FINANCIAL STATEMENTS .................................................................................................... 188
FINANCIAL STATEMENTS AS RESTATED ....................................................................................................... 188
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .......................................................................................................................................................... 253
FINANCIAL INDEBTEDNESS ............................................................................................................................... 271
SECTION VII - LEGAL AND OTHER INFORMATION.................................................................................. 277
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................................. 277
GOVERNMENT AND OTHER STATUTORY APPROVALS ............................................................................... 281
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................... 289
SECTION VIII – ISSUE INFORMATION .......................................................................................................... 303
TERMS OF THE ISSUE ........................................................................................................................................... 303
ISSUE STRUCTURE ................................................................................................................................................ 310
ISSUE PROCEDURE ............................................................................................................................................... 313
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................................... 363
SECTION IX- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ...................................................... 365
SECTION X – OTHER INFORMATION ............................................................................................................ 435
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................................. 435
DECLARATION ....................................................................................................................................................... 438

Page 1 of 440
SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context
otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below.
References to any legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act,
regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any
reference to a statutory provision shall include any subordinate legislation made from time to time under that
provision.

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

Notwithstanding the foregoing, the terms not defined but used in the chapters titled “Statement of Tax
Benefits”, “Financial Statements”, “Outstanding Litigation and Material Developments” and section titled
“Main Provisions of Articles of Association” beginning on pages 100, 188, 277 and 365, respectively, shall
have the meanings ascribed to such terms in the respective sections.

General Terms

Term Description
“Rajshree Polypack Limited”/ Unless the context otherwise indicates or implies, refers to Rajshree
“RPPL”/ Polypack Limited, a public limited company incorporated under the
“the Company” / provisions of the Companies Act, 1956 with its registered office at #503-
“the Issuer”/ “We” / 504, 5th Floor, Lodha Supremus, Road No. 22, Kishan Nagar, Near New
“Us” / “our Company” Passport Office, Wagle Estate, Thane (W) – 400604, Maharashtra, India
Promoter(s) / The Promoters of our Company are: (a) Ramswaroop Radheshyam Thard,
Core Promoter(s) (b) Naresh Radheshyam Thard and (c) Sajjan N. Rungta HUF
Promoter Group Such persons, entities and companies constituting our promoter group
pursuant to Regulation 2(1)(zb) of SEBI ICDR Regulations as disclosed in
the chapter titled “Our Promoter and Promoter Group” beginning on page
180 of this Draft Red Herring Prospectus

Company related terms

Term Description
Articles/ Articles of The articles of association of our Company, as amended from time to time
Association / AOA
Audit Committee The audit committee of our Board
Board/ Board of Directors The Board of Directors of our Company, as duly constituted from time to
time including any committees thereof, as the context may refer to
Company Secretary and The Company Secretary & Compliance Officer of our Company being
Compliance Officer Mitali Rajendra Shah
Directors Director(s) of Rajshree Polypack Limited, unless otherwise specified
ISIN International Securities Identification Number
Page 2 of 440
Term Description
Equity Share(s) Equity Shares of our Company having face value of Rs. 10 each, fully
paid up, unless otherwise specified in the context thereof
Equity Shareholders Persons/ entities holding Equity Shares of our Company
Financial Statements The audited and restated financial statements of our Company for six (6)
months ended September 30, 2017 and for each of the years ended March
31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March
31, 2013 which comprise of the restated statement of assets and liabilities,
the restated statement of profit and loss, the restated statement of cash
flow, and the significant accounting policies together with the annexures
and notes thereto and Auditors report thereon, as prepared and presented
in accordance with Indian GAAP, as applicable, in each case restated in
accordance with the requirements of Section 26 of the Companies Act
read with Rule 4 of Companies (Prospectus and Allotment of Securities)
Rules, 2014, SEBI ICDR Regulations and the Guidance Note on “Reports
in Company Prospectus (Revised 2016)” issued by ICAI
Group Companies The group companies covered under the applicable accounting standards
(i.e. Accounting Standard 18 issued by the ICAI), or other companies as
considered material by our Board, as described in the chapter titled “Our
Group Companies” beginning on page 185 of this Draft Red Herring
Prospectus
Independent Directors Independent directors on the Board, and eligible to be appointed as an
independent director under the provisions of Companies Act and SEBI
Listing Regulations. For details of the Independent Directors, please refer
to chapter titled “Our Management” beginning on page 164 of this Draft
Red Herring Prospectus
KMPs/ Key Managerial Key management personnel of our Company in terms of Regulation
Personnel 2(1)(s) of SEBI ICDR Regulations and Section 2(51) of the Companies
Act, 2013 and individuals described in the chapter titled “Our
Management” beginning on page 164 of this Draft Red Herring
Prospectus.
MoA / Memorandum/ The memorandum of association of our Company, as amended from time
Memorandum of Association to time

Nomination and The nomination and remuneration committee of our Board described in
Remuneration Committee the chapter titled “Our Management” beginning on page 164 of this Draft
Red Herring Prospectus
Registered Office and The registered office of our Company located at #503-504, 5th Floor,
Corporate Office Lodha Supremus, Road No. 22, Kishan Nagar, Near New Passport Office,
Wagle Estate, Thane (W) – 400604, Maharashtra, India and the corporate
office of our Company is located at #212, 2nd Floor, Lodha Supremus,
Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate,
Thane (W) – 400604, Maharashtra, India
Registrar of Companies/ RoC Registrar of Companies, Mumbai located at 100, Everest, Marine Drive,
Mumbai- 400002, India
Statutory and Peer Reviewed Our Statutory and Peer Reviewed Auditors, S G C O & Co. LLP,
Auditor / Auditors Chartered Accountants (Firm Registration No. 112081W/W100184)

Page 3 of 440
Issue related terms

Term Description
Abridged Prospectus Abridged Prospectus to be issued under Regulation 58 of SEBI ICDR
Regulations and appended to the Bid cum Application Form
Allot / Allotted / Allotment/ Unless the context otherwise requires, the allotment of the Equity Shares
Allotment of Equity Shares pursuant to the Issue
Allotment Date Date on which the Allotment is made
Allottee(s) The successful bidder to whom the Equity Shares are being / have been
allotted
Allotment Advice Note, advice or intimation of Allotment sent to the Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has
been approved by the Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor
Portion, who has Bid for an amount of at least Rs. 1,000 Lakhs
Anchor Investor Bid/ Issue The day, one (1) Working Day prior to the Bid/Issue Opening Date, on
Period which the Bids by Anchor Investors shall be submitted and allocation to
the Anchor Investor shall be completed
Anchor Investor Issue Price The price at which Allotment will be made to Anchor Investors in terms
of the Red Herring Prospectus and 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 Portion which, may be allocated by our Company
in consultation with the BRLM, to Anchor Investors, on a discretionary
basis. One third of the Anchor Investor Portion is reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Issue Price
Application Supported by An application, whether physical or electronic, used compulsorily by all
Blocked Amount/ ASBA ASBA Bidders (except Anchor Investors) to make a Bid authorizing the
SCSBs to block the Bid Amount in their ASBA Account.
Application Supported by An application form, whether physical or electronic, used by ASBA
Blocked Amount Form /ASBA Bidders, which will be considered as the application for Allotment in terms
Form of the Red Herring Prospectus and the Prospectus
ASBA Account A bank account maintained with an SCSB and which will be blocked by
such SCSB to the extent of Bid Amount of the ASBA Bidder/ Applicant
ASBA Bidder A Bidder, other than Anchor Investors in this Issue, who Bids through
ASBA process
Bankers to the Company HDFC Bank Limited and IndusInd Bank Limited
Bankers to the Issue / Escrow The banks which are Clearing Members and registered with SEBI under
Collection Banks Securities and Exchange Board of India (Bankers to an Issue) Regulations,
1994 as Banker to an Issue with whom the Escrow Agreement is entered
into and in this case, being [●]
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful
Bidders under the Issue and which is described in the chapter titled “Issue
Procedure” beginning on page 313 of this Draft Red Herring Prospectus
Bid An indication to make an offer during the Bid Period by a Bidder (other
than an Anchor Investor), or on the Anchor Investor Bid/Issue Period by
an Anchor Investor, to subscribe or purchase the Equity Shares of our
Page 4 of 440
Term Description
Company at a price within the Price Band, including all revisions and
modifications thereto
Bidder / Applicant Any prospective investor who makes a Bid pursuant to the terms of the
Red Herring Prospectus and the Bid cum Application Form, including an
Anchor Investor unless stated or implied otherwise
Bidding The process of making a bid
Bid Amount The highest value of optional Bids indicated in the Bid cum Application
Form and payable by the Bidder/blocked in the ASBA Account on
submission of a Bid in the Issue
Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and
which will be considered as an application for Allotment in terms of the
Red Herring Prospectus and the Prospectus
Bid Price The prices indicated against each optional Bid in the Bid cum Application
Form
Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries will not accept any Bids being
[●], which shall be notified in all editions of [●], an English daily
newspaper, all editions of [●], a Hindi daily newspaper and Mumbai
edition of [●], a Marathi newspaper (Marathi being the local language of
Maharashtra, where our Registered Office is situated) each with wide
circulation and in case of any revision, the extended Bid/Issue Closing
Date also to be notified on the website and terminals of the Syndicate and
SCSBs, as required under SEBI ICDR Regulations. Further, our Company
in consultation with the BRLM, may decide to close Bidding by QIBs one
(1) day prior to the Issue Closing Date which shall also be notified in an
advertisement in same newspapers in which the Issue Opening Date was
published
Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date
on which the Designated Intermediaries shall start accepting Bids being
[●], which shall be notified in all editions of [●], an English daily
newspaper, all editions of [●], a Hindi daily newspaper and Mumbai
edition of [●], a Marathi newspaper (Marathi being the local language of
Maharashtra, where our Registered Office is situated) each with wide
circulation
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 such date and
the Bid/Issue Opening Date) during which prospective Bidders, other than
Anchor Investors, can submit their Bids, inclusive of any revision thereof.
Provided however that the Bidding shall be kept open for a minimum of
three (3) Working Days for all categories of Bidders, other than Anchor
Investors.
Our Company, in consultation with the BRLM, may decide to close
Bidding by QIBs one (1) day prior to the Bid/Issue Closing Date which
shall also be notified in an advertisement in same newspapers in which the
Bid/Issue Opening Date was published.
Bid Lot [●] Equity Shares
Book Building Process / The book building route as provided under Schedule XI of SEBI ICDR
Method/Book Built Regulations
Page 5 of 440
Term Description
Book Running Lead Manager / Book Running Lead Manager to this Issue, being PL Capital Markets
BRLM Private Limited
Broker Centres/ Bidding Broker centres notified by NSE where Bidders can submit the Bid cum
Centres Application Forms to a Registered Broker. The details of such Broker
Centres, along with the names and contact details of the Registered
Brokers, are available on the website of the NSE
CAN / A note or advice or intimation sent to Investors, who have been allotted
Confirmation of Allocation the Equity Shares, after approval of Basis of Allotment by the Designated
Note Stock Exchange
Cap Price The higher end of the Price Band, in this case being Rs. [●], and any
revisions thereof, above which the Issue Price will not be finalized and
above which no Bids will be accepted
Client ID Client identification number of the Bidder’s beneficiary account
Collecting Depository A depository participant as defined under the Depositories Act, 1996,
Participant or CDP registered with SEBI and who is eligible to procure Bids at the Designated
CDP Locations in terms of circular no. GR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI
Controlling Branches/ Such branches of the SCSBs which co-ordinate Bids by the ASBA Bidders
Controlling Branches of the with the Registrar to the Issue and NSE EMERGE and a list of which is
SCSBs available at http://www.sebi.gov.in or at such other website as may be
prescribed by SEBI from time to time
Cut-Off Price Issue Price, as categorized by our Company in consultation with the
BRLM. Only Retail Individual Bidders are entitled to Bid at the Cut-off
Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the
Cut-off Price
Demographic Details The demographic details of the Bidders such as their address, PAN,
occupation and bank account details
Depositories NSDL and CDSL or any other Depositories registered with SEBI under
the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository Participant/DP A depository participant registered with SEBI under the Depositories Act.
Prospectus The Prospectus dated [●] issued in accordance with Section 32 of the
Companies Act and filed with NSE EMERGE under SEBI ICDR
Regulations
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s)
from the Escrow Account, or the amounts blocked by the SCSBs are
transferred from the ASBA Accounts, as the case may be, to the Public
Issue Account or the Refund Account, as appropriate, following which the
Board of Directors shall Allot the Equity Shares to successful Applicants
in the Issue
Designated Intermediaries The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered
Brokers, CDPs and RTAs, who are categorized to collect Bid cum
Application Forms from the Bidders, in relation to the Offer
Designated Stock Exchange EMERGE Platform of NSE
Designated CDP Locations Such centers of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and
contact details of the CDPs eligible to accept ASBA Forms are available
on the website of NSE
Page 6 of 440
Term Description
Designated SCSB Branches Such Branches of the SCSBs which shall collect the ASBA Forms used
by the Bidders, a list of which is available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFp
i=yes&intmId=35
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms
to RTAs. The details of such Designated RTA Locations, along with the
names and contact details of the RTAs are available on the website of NSE
Designated Market Maker Prabhudas Lilladher Private Limited will act as the Market Maker and has
agreed to receive or deliver the specified securities in the market making
process for a period of three years from the date of listing of our Equity
Shares or for a period as may be notified by amendment to SEBI ICDR
Regulations
Draft Red Herring Prospectus This draft red herring prospectus dated March 24, 2018 filed with NSE
or DRHP EMERGE, prepared and issued by our Company in accordance with SEBI
ICDR Regulations.
Eligible NRI NRI eligible to invest under Schedule 3 and Schedule 4 of the FEMA
Regulations, from jurisdictions outside India where it is not unlawful to
make an offer or invitation to participate in the Issue and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus will
constitute an invitation to subscribe for Equity Shares and who have
opened dematerialized accounts with SEBI registered qualified depository
participants
Eligible QFIs Qualified Foreign Investors from such jurisdictions outside India where it
is not unlawful to make an offer or invitation to participate in the Issue and
in relation to whom the Red Herring Prospectus constitutes an invitation
to subscribe to Equity Shares issued thereby, and who have opened
dematerialized accounts with SEBI registered qualified depository
participants, and are deemed as FPIs under SEBI FPI Regulations
Escrow Account(s) ‘No-lien’ and ‘non-interest bearing’ account opened with the Escrow
Collection Bank(s) and in whose favour the Bidders (excluding the ASBA
Bidders) will transfer money through direct credit/NEFT/RTGS/NACH in
respect of the Bid Amount when submitting a Bid
Escrow Agent Escrow agent appointed pursuant to the Escrow Agreement namely [●]
Escrow Agreement An agreement to be entered among our Company the Registrar to the
Issue, the Escrow Collection Bank(s), Refund Bank(s), the BRLM and the
Syndicate Members for the collection of Bid Amounts and where
applicable, for remitting refunds, to Anchor Investor Bidders on the terms
and conditions thereof
First Bidder Bidder whose name appears first in the Bid cum Application Form in case
of a joint bid and whose name shall also appear as the first holder of the
beneficiary account held in joint names or in any revisions thereof
Floor Price The lower end of the Price Band, and any revisions thereof, below which
the Issue Price will not be finalized and below which no Bids will be
accepted and which shall not be less than the face value of Equity Shares
Foreign Portfolio Investor / Foreign Portfolio Investor as defined under SEBI FPI Regulations
FPIs
FII / Foreign Institutional Foreign Institutional Investor as defined under SEBI FII Regulations
Investors registered with SEBI under applicable laws in India
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Term Description
General Information The General Information Document for investing in public issues prepared
Document/ GID and issued in accordance with the circular no. CIR/CFD/DIL/12/2013
dated October 23, 2013, notified by SEBI, suitably modified and included
in the chapter titled “Issue Procedure” beginning on page 313 of this Draft
Red Herring Prospectus
Issue Proceeds The proceeds from the Issue available to the Company
Issue / Issue Size / Public Issue Initial Public Issue of 32,57,939 Equity Shares of face value of Rs. 10 each
/ IPO / Offer for cash at a price of Rs. [●] per equity share (including a premium of Rs.
[●] per equity share) aggregating to Rs. [●] Lakhs by our Company
(subject to Pre-IPO Placement)
Issue Price Rs. [●] per Equity Share
Issue Agreement The agreement dated March 23, 2018 between our Company and the Book
Running Lead Manager, pursuant to which certain arrangements are
agreed to in relation to the Issue
Listing Agreement The Listing Agreement to be signed between our Company and the
EMERGE Platform of NSE
Market Making Agreement The Market Making Agreement dated [●] between our Company, Book
Running Lead Manager and Market Maker
Market Maker Reservation The reserved portion of [●] Equity Shares of face value of Rs. 10 each
Portion fully paid-up for cash at a price of Rs. [●] per Equity Share aggregating to
Rs. [●] for the Market Maker in this Issue
MSE Micro and small enterprises
Mutual Fund(s) Mutual fund(s) registered with SEBI pursuant to SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time
Mutual Fund Portion [●] Equity Shares or 5% of the Net QIB Portion (excluding the Anchor
Investor Portion), available for allocation to Mutual Funds only
Net Issue The Issue (excluding the Market Maker Reservation Portion) of [●] Equity
Shares of face value Rs. 10 each fully paid-up of our Company for cash at
a price of Rs. [●] per Equity Share (the Issue Price) aggregating up to Rs.
[●] Lakhs
Net Proceeds The Issue Proceeds less the Issue related expenses. For further details,
please refer to chapter titled “Objects of the Issue” beginning on page 84
of this Draft Red Herring Prospectus
Net QIB Portion QIB Portion less the Anchor Investor Portion
Non-Institutional Bidders / All Bidders (including Eligible NRIs), who are not QIBs or Retail
NIB Individual Applicants and who have applied for Equity Shares for an
amount of more than Rs. 2,00,000
Non-Institutional Portion / The portion of the Issue being not less than 15% of the Net Issue consisting
Non-Institutional Category of [●] Equity Shares, available for allocation on a proportionate basis to
Non-Institutional Bidders subject to valid bids received at or above the
Issue Price
Non-Resident A person resident outside India, as defined under FEMA and includes
Eligible NRIs, Eligible QFIs, FIIs registered with SEBI and FVCIs
registered with SEBI
Non Syndicate Broker Centre Refer SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012
consequent to which stock exchanges have uploaded the Non Syndicate
Broker Centres on their respective websites, where the Bids can be
submitted
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Term Description
Non Syndicate Stock Broker A stock broker registered as a member of NSE who has not entered into a
sub-Syndicate Agreement with the Syndicate Member and is not a part of
the Syndicate
Non Syndicate Stock Broker The process of investors applying through Non Syndicate Stock Broker at
Mechanism a Non Syndicate Broker Centre pursuant to SEBI circular no.
CIR/CFD/14/2012 dated October 4, 2012
NSE EMERGE SME Platform of NSE
Person or Persons Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company,
partnership firm, limited liability partnership firm, 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 may
require
Pre-IPO Placement Our Company may consider issuing up to 2,97,939 Equity Shares on a
private placement basis for cash consideration aggregating up to Rs. [●]
Lakhs, at its discretion in favour of such investors permissible under
applicable laws, to be completed prior to filing of the Red Herring
Prospectus with the RoC and the details of which, if completed, will be
included in the Red Herring Prospectus
Price Band Price Band of a minimum price of Rs. [●] per Equity Share (“Floor Price”)
and the maximum price of Rs. [●] per Equity Share (“Cap Price”),
including any revisions thereof. The Price Band and the minimum Bid Lot
for the Issue will be decided by our Company in consultation with the
BRLM and advertised, at least five (5) Working Days prior to the
Bid/Issue Opening Date, in all editions of [●], an English daily newspaper,
all editions of [●], a Hindi daily newspaper and Mumbai edition of [●], a
Marathi newspaper (Marathi being the local language of Maharashtra,
where our Registered Office is situated) each with wide circulation
Pricing Date The date on which the Issue Price is categorized by our Company in
consultation with the BRLM pursuant to the Book Building Process
Public Issue Account A ‘no-lien’ and ‘non-interest bearing’ account opened with Bankers to the
Issue by our Company under section 40(3) of the Companies Act, 2013 to
receive money from the Escrow Accounts on the Designated Date, and
into which the funds shall be transferred by the SCSBs from the ASBA
Accounts
Qualified Foreign Investors / A qualified foreign investor as defined in SEBI FPI Regulations
QFIs
QIBs or Qualified Institutional Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of
Buyers SEBI ICDR Regulations
QIB Portion /QIB Category The portion of the Net Issue (including the Anchor Investor Portion) being
[●] Equity Shares which shall be available for allocation to QIBs
(including the Anchor Investor Portion)
Refund Account(s) ‘No-lien’ and ‘non-interest bearing’ account(s) opened by our Company,
from which refunds of the whole or part of the Bid Amount to the Anchor
Investor shall be made
Refund through electronic Refunds through NECS, NEFT, direct credit, NACH or RTGS, as
transfer of funds applicable
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