Fixed Price Offer
Kwality Pharmaceuticals Limited
CIN U24232PB1983PTC005426Our Company was incorporated as ‘Kwality Pharmaceuticals Private Limited’ a private limited company under the Companies Act, 1956 pursuant to Certificate of Incorporation dated May 4, 1983 issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. Thereafter, our Company was converted into a public limited company under the Companies Act, 2013 and the name of our Company was changed to its present name ‘Kwality Pharmaceuticals Limited’ pursuant to fresh certificate of incorporation consequent upon change of name on conversion to public limited company dated December 28,2015 issued by the Registrar of Companies, Chandigarh.. For further details of our Company, please refer to the chapters titled ‘General Information’ and ‘History and Certain Corporate Matters’ on page numbers 42 and 120, respectively, of the Draft Prospectus.
Registered Office: Village Nagkalan, Majitha Road, Amritsar, Punjab – 143 601, India Tel: +91- 0183-2774321-25; Fax: +91- 0183-2774477
Website: www.kwalitypharma.com, E-mail:[email protected]
Company Secretary and Compliance Officer: Ms. Pallavi Agarwal
LEAD MANAGER TO THE OFFER REGISTAR TO THE OFFER
GUINESS CORPORATE ADVISORS PRIVATE LIMITED Guiness House, 18 Deshapriya Park Road,
Kolkata - 700 026, West Bengal, India
Tel: +91 – 33 – 3001 5555 Fax: +91 – 33 – 3001 5531 Email: [email protected] Website: www.16anna.com
Contact Person: Ms. Alka Mishra / Ms. Nimisha Joshi SEBI Registration No.: INM 000011930
BIG SHARE SERVICES PRIVATE LIMITED E/2, Ansa Industrial Estate, Sakivihar Road,
Sakinaka, Andheri (East),
Mumbai – 400 072. Tel: +91 – 022 40430200 Fax: +91 – 022 28475207 Email: [email protected] Website: www. bigshareonline.com Contact Person: Mr. Ashok Shetty SEBI Registration No.: INR000001385 OFFER PROGRAMME
OFFER OPENS ON: [●] OFFER CLOSES ON: [●]
PROMOTERS: MR. RAMESH ARORA, MR. AJAY ARORA
PUBLIC OFFER OF 13,80,000 EQUITY SHARES OF FACE VALUE OF ` 10.00 EACH OF KWALITY PHARMACEUTICALS LIMITED (“THE COMPANY” OR “KPL”) FOR CASH AT A PRICE OF ` 45.00 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 35.00 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO ` 621.00 LAKHS (“THE OFFER”) CONSISTING OF A FRESH ISSUE OF 1,80,000 EQUITY SHARES AGGREGATING TO ` 81.00 LAKHS (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 12,00,000 EQUITY SHARES BY TR METALS PRIVATE LIMITED (“SELLING SHAREHOLDER”) AGGREGATING TO ` 540.00 LAKHS (“OFFER FOR SALE”) AND TOGETHER WITH THE FRESH ISSUE (“THE OFFER”) OF WHICH, 72,000 EQUITY SHARES AGGREGATING TO ` 32.40 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER RESERVATION PORTION”). THE OFFER LESS THE MARKET MAKER RESERVATION PORTION I.E. OFFER OF 13,08,000 EQUITY SHARES OF FACE VALUE OF ` 10.00 EACH AT AN OFFER PRICE OF ` 45.00 PER EQUITY SHARE AGGREGATING TO ` 588.60 LAKHS IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WILL CONSTITUTE 26.60% AND 25.21%, RESPECTIVELY OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE OFFER " ON PAGE 253 OF THIS DRAFT PROSPECTUS.
THIS OFFER IS BEING MADE IN TERMS OF CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE “SEBI (ICDR) REGULATIONS”), AS AMENDED. THIS OFFER IS A FIXED PRICE OFFER AND ALLOCATION IN THE NET OFFER TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 43(4) OF THE SEBI (ICDR) REGULATIONS, AS AMENDED. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "OFFER PROCEDURE" ON PAGE 259 OF THIS DRAFT PROSPECTUS.
All potential investors i.e. Qualified Institutional Buyers, Non-Institutional Investors and Retail Investors shall participate in the Offer through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For more details please refer chapter titled “Offer Procedure” beginning on page 259 of this Draft Prospectus.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE OFFER PRICE OF ` 45.00 IS 4.5 TIMES OF THE FACE VALUE
RISKS IN RELATION TO FIRST OFFER
This being the first public offer of the Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is ` 10 and the Offer price of ` 45.00 per Equit y Shar e is 4.5 t imes of t he face val ue. The Offer Pr ice (as det er mined by our Company in consultat ion wit h t he Sel l ing Shar ehol der and t he Lead Manager , as
stated under the chapter titled ‘Basis for Offer Price’ on page 66 of the Draft Prospectus) should not be taken to be indicative of the market price of the 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 this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Company and this Offer, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India
(“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of the Draft Prospectus. Specific attention of the investors is invited to the section titled ‘Risk Factors’ on
page 13 of the Draft Prospectus.
COMPANY AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further the Selling Shareholder accepts the responsibility only for and confirms that the statements in relation to itself and the Equity Shares being sold by it in Offer for Sale contained in this Draft Prospectus are true and correct in all material respects. The Selling Shareholder assumes no responsibility for any other statements including among others any statements made by or relating to our Company or its business in this Draft Prospectus.
LISTING
The Equity Shares offered through the Draft Prospectus are proposed to be listed on the BSE SME Platform. In terms of the Chapter XB of the SEBI (ICDR) Regulations, as amended, we are not required to obtain an in-principal listing approval for the shares being offered in this Offer. However, our Company has received an approval letter dated [●] from BSE for using its name in this offer document for listing of our shares on the SME Platform of BSE Limited (‘BSE’). For the purpose of this Offer, the designated Stock Exchange will be the BSE.
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TABLE OF CONTENTS
SECTION I: GENERAL ... 2
DEFINITIONS AND ABBREVIATIONS ... 2
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ... 9
FORWARD LOOKING STATEMENTS ... 11
SECTION II - RISK FACTORS ... 13
SECTION III: INTRODUCTION ... 29
SUMMARY OF OUR INDUSTRY ... 29
SUMMARY OF FINANCIALS ... 34
OFFER DETAILS IN BRIEF ... 41
GENERAL INFORMATION ... 42
CAPITAL STRUCTURE ...48
OBJECTS OF THE OFFER... 61
BASIC TERMS OF THE OFFER ... 65
BASIS FOR OFFER PRICE ... 66
STATEMENT OF TAX BENEFITS ... 69
SECTION IV - ABOUT OUR COMPANY ... 79
INDUSTRY OVERVIEW ... 79
OUR BUSINESS ... 86
KEY INDUSTRY REGULATIONS AND POLICIES ... 105
HISTORY AND CERTAIN CORPORATE MATTERS ... 120
OUR MANAGEMENT ... 125
OUR PROMOTERS AND PROMOTER GROUP ... 139
GROUP COMPANIES / ENTITIES ... 143
RELATED PARTY TRANSACTIONS ... 145
DIVIDEND POLICY ... 146
SECTION V - FINANCIAL INFORMATION ... 147
AUDITOR‘S REPORT ON RESTATED FINANCIAL STATEMENTS ... 147
STATEMENT OF FINANCIAL INDEBTEDNESS ... 203
MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ... 205
SECTION VI: LEGAL AND OTHER INFORMATION ... 217
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ... 217
GOVERNMENT & OTHER APPROVALS ... 231
SECTION VII- OTHER REGULATORY AND STATUTORY DISCLOSURES ... 239
SECTION VIII – OFFER RELATED INFORMATION ... 253
TERMS OF THE OFFER ... 253
OFFER STRUCTURE ... 257
OFFER PROCEDURE ... 259
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ... 296
SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ... 297
SECTION X: OTHER INFORMATION ... 371
LIST OF MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ... 371
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS DEFINITIONS
TERMS DESCRIPTION
―Kwality Pharmaceuticals Limited‖, ―KPL‖, ―Kwality‖, ―We‖ or ―us‖ or ―our Company‖ ―the Company‖
Unless the context otherwise requires, refers to Kwality Pharmaceuticals Limited, a Company incorporated under the Companies Act, 1956 having Registered Office at Village Nagkalan, Majitha Road, Amritsar, Punjab, India – 143 601
―you‖, ―your‖ or ―yours‖ Prospective Investors in this Offer CONVENTIONAL/GENERAL TERMS
TERMS DESCRIPTION
AOA / Articles / Articles of Association
Articles of Association of Kwality Pharmaceuticals Limited, as amended from time to time
Audit Committee The committee of the Board of Directors constituted as the Company‘s Audit Committee in accordance with Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015
Banker to the Company HDFC Bank Limited
Board of Directors/the Board/our Board/Director(s)
The Board of Directors of Kwality Pharmaceuticals Limited, including all duly constituted committees thereof
BSE BSE Limited (the Designated Stock Exchange)
CIN Corporate Identification Number
Companies Act / Act The Companies Act, 1956 and Companies Act, 2013, to the extent amended and applicable.
Demographic Details The demographic details of the Applicants such as their address, PAN, occupation and bank account details
Depositories Act The Depositories Act, 1996 as amended from time to time
Depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
DIN Directors Identification Number
Equity Shares / Shares Equity Shares of our Company of face value of ` 10 each unless otherwise specified in the context thereof
Key Managerial Personnel / Key Managerial Employees
Key managerial personnel of our Company in terms of the SEBI Regulations and the Companies Act, 2013, as described in the section titled ―Our Management‖ on page 125 of this Draft Prospectus.
MOA / Memorandum / Memorandum of Association
Memorandum of Association of Kwality Pharmaceuticals Limited, as amended
Non Resident A person resident outside India, as defined under FEMA Regulations
Non-Resident Indian/ NRI A person resident outside India, who is a citizen of India or a Person of Indian Origin as defined under FEMA Regulations, as amended
Overseas Corporate Body / OCB
A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000. OCBs are not allowed to invest in this Offer.
Person or Persons Any Individual, Sole Proprietorship, Unincorporated Association,
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TERMS DESCRIPTION
Partnership Firm, Limited Liability Partnership, 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 requires
Promoters Promoters of the Company being Mr. Ramesh Arora and Mr. Ajay Arora
Promoter Group Companies /Group Companies / Group Enterprises
Unless the context otherwise specifies, refers to those entities mentioned in the section titled ―Our Promoters and Promoter Group‖ and ―Group Companies / Entities‖ on page 139 and page 143 of this Draft Prospectus.
Registered office of our Company
Village Nagkalan, Majitha Road, Amritsar Punjab – 143601, India.
RoC Registrar of Companies, Punjab, H.P and Chandigarh
SEBI The Securities and Exchange Board of India constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI Regulation/ SEBI (ICDR) Regulations
The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, including instructions and clarifications issued by SEBI from time to time
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended from time to time
SEBI Insider Trading Regulations
SEBI (Prohibition of Insider Trading) Regulations 2015as amended from time to time
SEBI LODR Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time
SEBI (Venture Capital) Regulations
Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended from time to time
Selling Shareholder TR Metals Private Limited
SICA Sick Industrial Companies (Special Provisions) Act, 1985
SME Platform of BSE/Stock Exchange
The SME platform of BSE for listing of equity shares offered under Chapter X-B of the SEBI (ICDR) Regulations
Statutory Auditor / Auditors M/s. Vijay Mehra and Co., Chartered Accountants the statutory auditors of our Company
SWOT Analysis of strengths, weaknesses, opportunities and threats
OFFER RELATED TERMS
TERMS DESCRIPTION
Allotment/Allot Unless the context otherwise requires, Transfer of the Equity Shares pursuant to the Offer
Allottee The successful applicant to whom the Equity Shares are being / have been allotted
Applicant Any prospective investor who makes an application for Equity Shares in terms of
this Draft Prospectus
Application Form The form in terms of which the applicant shall apply for the Equity Shares of the Company
Application Supported by Blocked Amount (ASBA)
Means an application for subscribing to an Offer containing an authorization to block the application money in a bank account
ASBA Account Account maintained with SCSBs which will be blocked by such SCSBs to the extent of the appropriate application amount of the ASBA applicant, as specified in the ASBA Application Form
ASBA Applicant(s) Prospective investors in this Offer, who apply through the ASBA process. Pursuant to SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the potential Investors i.e. QIBs and Non-Institutional
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TERMS DESCRIPTION
and Retail participating in this Offer are required to mandatorily use the ASBA facility to submit their applications.
ASBA Location(s)/Specified Cities
Location(s) at which ASBA application can be uploaded by the Brokers, namely Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat
ASBA Public Issue Account An Account of the Company under Section 40 of the Companies Act, 2013, where the funds shall be transferred by the SCSBs from the bank accounts of the ASBA Investors
Basis of Allotment The basis on which Equity Shares will be allotted to the Investors under the Offer and which is described in ―Offer Procedure–Basis of Allotment‖ on page 268 of this Draft Prospectus
Broker Centre Broker centres notified by the Stock Exchanges, where Applicants can submit the 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 websites of the Stock Exchanges
Broker to the Offer All recognized members of the stock exchange would be eligible to act as the Broker to the Offer
Business Day Any day on which commercial banks are open for the business
Category I FPI FPIs who are registered as ―Category I foreign portfolio investors‖ under the SEBI FPI Regulations
Category II FPI FPIs who are registered as ―Category II foreign portfolio investors‖ under the SEBI FPI Regulations
Category III FPI FPIs who are registered as ―Category III foreign portfolio investors‖ under the SEBI FPI Regulations
CAN / Confirmation of Allocation Note
The note or advice or intimation sent to each successful Applicant indicating the Equity Shares which will be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange.
Compliance Officer The Company Secretary of our Company, Ms. Pallavi Agarwal Controlling Branches of the
SCSBs
Such branches of the SCSBs which co-ordinate Applications by the ASBA Applicants with the Registrar to the Offer and the Stock Exchanges and a list of which is available at http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time
Depository Participant / DP A Depository Participant as defined under the Depositories Act, 1996
Designated Branches Such branches of the SCSBs which shall collect the ASBA Application Form used by ASBA Applicant and a list of which is available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899.html
Designated Date The date on which funds are transferred from the Escrow Account(s) to the Public Issue Account or the Refund Account, as appropriate, and the amounts blocked by the SCSBs are transferred from the bank accounts of the ASBA Applicant to the Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to the Allottees
Designated Market Maker Guiness Securities Limited having Registered office at 216, 2nd Floor, P.J. Towers, Dalal Street, Mumbai- 400 001, Mumbai, Maharashtra and Corporate office at Guiness House, 18, Deshapriya Park Road, Kolkata-700 026, West Bengal, India
Designated Stock Exchange SME Platform of BSE Limited
Draft Prospectus The Draft Prospectus dated June 07, 2016 filed with the BSE Limited
Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an Offer or invitation under the Offer and in relation to whom the Prospectus constitutes an invitation to subscribe to the Equity Shares Allotted herein.
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TERMS DESCRIPTION
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the Prospectus constitutes an invitation to purchase the Equity Shares offered thereby and who have opened demat accounts with SEBI registered qualified depositary participants
Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement namely [●]
Escrow Collection Bank(s) / Banker to the Offer
The Banks which are clearing members and registered with SEBI as Bankers to the Offer wherein the Escrow Account(s) of the Company will be opened. In this case being [●]
Fresh Issue The fresh issue of 1,80,000 Equity Shares aggregating to
`
81.00 Lacs by our CompanyOffer/Offer size/ initial public issue/Initial Public Offer/Initial Public Offering
Public Offer of 13,80,000 Equity Shares of ` 10/- each of Kwality Pharmaceuticals Limited for cash at a price of ` 45/- per share aggregating to ` 621.00 Lakhs consisting of afresh issue of 1,80,000 Equity Shares aggregating to ` 81.00 Lakhs and an Offer for Sale of 12,00,000 Equity Shares aggregating to ` 540.00 Lakhs
Offer Opening date shall mean the date on which the Syndicate, the Designated Branches and the Registered Brokers, RTA‘s/CDP‘s shall start accepting Applications, which shall be the date notified in a widely circulated English national newspaper and a Hindi national newspaper and a regional newspaper in Amritsar.
Offer Closing date shall mean the date after which the Syndicate, the Designated Branches and the Registered Brokers, RTA‘s/CDP‘s will not accept any Applications, which shall be notified in a widely circulated English national newspaper and a Hindi national newspaper and a regional newspaper in Amritsar
Offer Period The period between the Offer Opening Date and the Offer Closing Date inclusive of both days and during which prospective applicants may submit their application
Offer Price The price at which the Equity Shares are being issued by our Company under this Draft Prospectus being ` 45/-
Lead Manager/LM Lead Manager to the Offer being Guiness Corporate Advisors Private Limited Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement
to be signed between our Company and the SME Platform of BSE.
Market Maker Member Brokers of BSE who are specifically registered as Market Makers with
the BSE SME Platform. In our case, Guiness Securities Limited is the sole Market Maker.
Market Maker Reservation Portion
The Reserved portion of 72,000 Equity shares of ` 10/- each at ` 45/- per Equity Share aggregating to ` 32.40 Lacs for Designated Market Maker in the Public Issue of Kwality Pharmaceuticals Limited
Mutual Funds A mutual Fund registered with SEBI under SEBI (Mutual Funds) Regulations, 1996
Memorandum of Understanding
The arrangement entered into on May 12, 2016 between our Company, and Lead Manager pursuant to which certain arrangements are agreed in relation to the Offer
Net Offer The Net Offer (excluding the Market Maker Reservation Portion) of 13,08,000 Equity Shares of `10/- each at ` 45/- per Equity Share aggregating to ` 588.60 Lakhs by Kwality Pharmaceuticals Limited
NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of Government of India published in the Gazette of India Non-Institutional Investors /
Applicant
All Applicants that are not Qualified Institutional Buyers or Retail Individual Investors, who apply for the Equity Shares of a value of more than ` 200,000. Offer Account / Public Offer Account opened with Bankers to the Offer for the purpose of transfer of monies
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TERMS DESCRIPTION
Account from the Escrow Account on or after the Offer Opening Date
Prospectus The Prospectus, filed with the RoC containing, inter alia, the Offer opening and closing dates and other information.
Qualified Institutional Buyers or QIBs
Public financial institutions as defined in Section 2(72) of the Companies Act, 2013, Foreign Portfolio Investor other than Category III Foreign Portfolio Investor, AIFs, VCFs, FVCIs, Mutual Funds, multilateral and bilateral financial institutions, scheduled commercial banks, state industrial development corporations, insurance companies registered with the IRDA, provident funds and pension funds with a minimum corpus of ` 250 million, insurance funds set up and managed by the army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, Government of India, eligible for Bidding and does not include FVCIs and multilateral and bilateral institutions.
Registrar/Registrar to the Offer Registrar to the Offer being Big Share Services Private Limited
Retail Individual Investor(s) Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply for the Equity Shares of a value of not more than ` 2,00,000
Refund Account The account opened / to be opened with Escrow Collection Bank(s), from which refunds, if any, of the whole or part of application Amount (excluding to the ASBA Applicants) shall be made.
Self-Certified Syndicate Banks or SCSBs
The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account in accordance with the SEBI Regulations and a list of which is available on
www.sebi.gov.in/pmd/scsb.pdf or at such other website as may be prescribed by
SEBI from time to time.
Underwriter Guiness Corporate Advisors Private Limited
Underwriting Agreement The Agreement among the Underwriter and our Company
Working Days Working day shall be all trading days of Stock Exchanges excluding Sunday and
bank holidays as per SEBI circular No. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
COMPANY/INDUSTRY RELATED TERMS/TECHNICAL TERMS
TERMS DESCRIPTION
API Active Pharmaceutical Ingredients
CIS countries Commonwealth of Independent States
ISO International Organization for Standardization
GMP Good Manufacturing Practises
R & D Research and Development
SOP Standard Operating Procedure
TRS Technical Reports Series
WHO World Health Organisation
ABBREVIATIONS
TERMS DESCRIPTION
AGM Annual General Meeting
AIF Alternative Investment Fund
AS Accounting Standards issued by the Institute of Chartered Accountants of India
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TERMS DESCRIPTION
B. A Bachelor of Arts
B.Com Bachelor of Commerce
BG/LC Bank Guarantee / Letter of Credit
CAGR Compounded Annual Growth Rate
C. A Chartered Accountant
CDSL Central Depository Services (India) Limited
CEO Chief Executive Officer
CFO Chief Financial Officer
C. S Company Secretary
DP Depository Participant
ECS Electronic Clearing System
EGM / EOGM Extra Ordinary General Meeting
EPS Earning Per Equity Share
ESOP Employee Stock Option Plan
EMD Earnest Money Deposit
FCNR Account Foreign Currency Non Resident Account
FEMA Foreign Exchange Management Act, 1999, as amended from time to time and
the regulations issued there under. FII
Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India.
FIs Financial Institutions
FIPB Foreign Investment Promotion Board, Department of Economic Affairs,
Ministry of Finance, Government of India.
FPIs Foreign Portfolio Investor means a person who satisfies the eligibility criteria prescribed under regulation 4 and has been registered under Chapter II of Securities And Exchange Board Of India (Foreign intermediary in terms of the provisions of the SEBI Act,1992 regulation 4 and has been registered under Chapter II of Securities And Exchange Board Of India (Foreign Portfolio Investors) Regulations, 2014, which shall be deemed to be an intermediary in terms of the provisions of the SEBI Act,1992
FY / Fiscal Financial Year
FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI
(Foreign Venture Capital Investor) Regulations, 2000.
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
GIR Number General Index Registry Number
GOI/ Government Government of India
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
INR / `/ Rupees Indian Rupees, the legal currency of the Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial Public Offering
IFRS International Financial Reporting Standards
ISIN International Securities Identification Number
M. A Master of Arts
M.B.A Master of Business Administration
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TERMS DESCRIPTION
NAV Net Asset Value
No. Number
NR Non Resident
NSDL National Securities Depository Limited
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
RBI The Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
ROC/Registrar of Companies The Registrar of Companies
RONW Return on Net Worth
SME Small And Medium Enterprises
US GAAP US Generally Accepted Accounting Principles
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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA FINANCIAL DATA
Unless stated otherwise, the financial data in this Draft Prospectus is extracted from the financial statements of our Company for the fiscal years 2011, 2012, 2013, 2014 and 2015 and for the period ended December 31, 2015 and the restated financial statements of our Company for the fiscal years 2011, 2012, 2013, 2014 and 2015 and for the period ended December 31, 2015 prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, 2009, as stated in the report of our Auditors and the SEBI Regulations and set out in the section titled ―Financial Information‖ on page 147. Our restated financial statements are derived from our audited financial statements prepared in accordance with Indian GAAP and the Companies Act, and have been restated in accordance with the SEBI Regulations. Our fiscal years commence on April 1 and end on March 31. In this Draft Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimal points.
There are significant differences between Indian GAAP, US GAAP and IFRS. Our Company has not attempted to explain those differences or quantify their impact on the financial data included herein and we urge you to consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the Indian GAAP financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the reader‗s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Prospectus should accordingly be limited.
CURRENCY OF PRESENTATION
All references to "Rupees" or "Rs.", ―`‖ or "INR" are to Indian Rupees, the official currency of the Republic of India. All references to "$", "US$", "USD", "U.S.$" or "U.S. Dollar(s)" are to United States Dollars, if any, the official currency of the United States of America. This Draft Prospectus contains translations of certain U.S. Dollar and other currency amounts into Indian Rupees (and certain Indian Rupee amounts into U.S. Dollars and other currency amounts). These have been presented solely to comply with the requirements of the SEBI Regulations. These translations should not be construed as a representation that such Indian Rupee or U.S. Dollar or other amounts could have been, or could be, converted into Indian Rupees, at any particular rate, or at all.
In this Draft Prospectus, throughout all figures have been expressed in Lacs, except as otherwise stated. The word "Lacs", "Lac", "Lakhs" or "Lakh" means "One hundred thousand".
Any percentage amounts, as set forth in "Risk Factors", "Our Business", "Management's Discussion and Analysis of Financial Conditions and Results of Operation" and elsewhere in this Draft Prospectus, unless otherwise indicated, have been calculated based on our restated financial statement prepared in accordance with Indian GAAP.
INDUSTRY & MARKET DATA
Unless otherwise stated, Industry & Market data used throughout this Draft Prospectus has been obtained from internal Company reports and Industry publications and the information contained in those publications has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Draft Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources.
The extent to which the market and industry data used in this Draft Prospectus is meaningful depends on the reader‘s familiarity with and understanding of the methodologies used in compiling such data.
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DEFINITIONSFor definitions, please see the chapter titled ―Definitions and Abbreviations‖ beginning on page 2 of this Draft Prospectus. In the section titled ―Main Provisions of the Articles of Association of our Company‖ beginning on page 297 of this Draft Prospectus, defined terms have the meaning given to such terms in the Articles of Association. INDUSTRY & MARKET DATA
Unless otherwise stated, Industry & Market data used throughout this Draft Prospectus has been obtained from internal Company reports and Industry publications and the information contained in those publications has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Draft Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources.
The extent to which the market and industry data used in this Draft Prospectus is meaningful depends on the reader‘s familiarity with and understanding of the methodologies used in compiling such data.
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FORWARD LOOKING STATEMENTS
Our Company has included statements in this Draft Prospectus, that contain words or phrases such as "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "shall", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will continue", "will pursue" and similar expressions or variations of such expressions that are "forward-looking statements". However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding our Company objectives, plans or goals, expected financial condition and results of operations, business, plans and prospects are also forward-looking statements.
These forward-looking statements include statements as to business strategy, revenue and profitability, planned projects and other matters discussed in this Draft Prospectus regarding matters that are not historical fact. These forward-looking statements contained in this Draft Prospectus (whether made by us or any third party) involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from expectations include, among others General economic conditions, political conditions, regulatory changes pertaining to the relevant industry scenario in India, technological changes, our exposure to market risks which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, etc.
Further, the other important factors that could cause actual results to differ materially from expectations are as follows:
Our ability to successfully implement our strategy, our growth and expansion, technological changes. Our exposure to market risks that have an impact on our business activities or investments.
The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and Globally.
Changes in foreign exchange rates or other rates or prices;
Our failure to keep pace with rapid changes in pharmaceutical sector;
Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties;
Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry. Changes in the value of the Rupee and other currencies.
The occurrence of natural disasters or calamities. Changes in political conditions in India.
The outcome of legal or regulatory proceedings that we are or might become involved in;
Government approvals;
Our ability to compete effectively, particularly in new markets and businesses; Our dependence on our Key Management Personnel and Promoter;
Conflicts of interest with affiliated companies, the Group Entities and other related parties; Other factors beyond our control; and
Our ability to manage risks that arise from these factors.
For further discussion of factors that could cause Company‘s actual results to differ, see the section titled "Risk Factors" on page 13 of this Draft Prospectus. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Our Company, the Lead Manager, and their respective
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affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company, and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchange.
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SECTION II - RISK FACTORS
An Investment in equity involves higher degree of risks. Prospective investors should carefully consider the risks described below, in addition to the other information contained in this Draft Prospectus before making any investment decision relating to the Equity Shares. The occurrence of any of the following events could have a material adverse effect on the business, results of operation, financial condition and prospects and cause the market price of the Equity Shares to decline and you may lose all or part of your investment.
Prior to making an investment decision, prospective investors should carefully consider all of the information contained in this Draft Prospectus, including the sections titled "Our Business", "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the "Financial Information" included in this Draft Prospectus beginning on pages 86, 205 & 147 respectively. The occurrence of any of the following events could have a material adverse effect on our business, results of operation, financial condition and prospects and cause the market price of the Equity Shares to fall significantly.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein.
Materiality
The risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality:
Some events may not be material individually, but may be found material collectively.
Some events may have material impact qualitatively instead of quantitatively.
Some events may not be material at present but may have material impact in the future.
The risk factors are as envisaged by the management. Wherever possible, the financial impact of the risk factors has been quantified.
INTERNAL RISK FACTORS
1. There are certain outstanding legal proceedings involving our Company, our Promoters and our Directors. Failure to defend these proceedings successfully may have an adverse effect on our business prospects, financial condition, results of ongoing operations and reputation.
There are outstanding legal proceedings involving our Company, our Promoters and our Directors. These proceedings are pending at different levels before various courts, tribunals, affiliate tribunals, enquiry officers, etc. For further details relating to legal proceedings initiated against of the chapter titled ―Outstanding Litigations and Material Developments‖ beginning on page 217 of this Draft Prospectus.
Brief details of such outstanding litigations as of the date of this Draft Prospectus are set-forth below and the amounts involved in these litigations have been disclosed to the extent they are ascertainable/ quantifiable:
a.Litigations / Proceedings filed against our Company
Sr. No. Nature of Matter No. of Matters
Amount (to the extent quantifiable) (`in lacs)*
1. Litigation involving Criminal Laws 1 8.20
2. Litigation involving Actions by
Statutory/Regulatory Authorities
15 unascertainable
3. Litigation involving Tax Liabilities 4 293.89
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b. Litigations / Proceedings initiated by our CompanySr. No. Nature of Matter No. of Matters
Amount (to the extent quantifiable) (`in lacs)*
1. Litigation involving Criminal Laws 1 1
2. Other Pending Litigations 1 5.33
c. Litigations / Proceedings filed against our Directors/ Promoters
Sr. No. Nature of Matter No. of Matters
Amount (to the extent quantifiable) (`in lacs)*
1. Litigation involving Actions by
Statutory/Regulatory Authorities
8 unascertainable
*The amounts mentioned above may be subject to additional interest rates being levied by the concerned authorities for delay in making payment. Amount of interest that may be levied is unascertainable as on the date of this Draft Prospectus.
Any developments in the proceedings, such as a change in Indian law or rulings against us, our Directors and/or our Promoters by appellate courts or tribunals may constrain us to make provisions in our financial statements that could increase our expenses and current liabilities and the same may result in an adverse material impact on our business, goodwill, results of operations and financial condition. For further details,
please refer to the chapter titled ―Outstanding Litigations and Material Developments‖ beginning on page
217 of this Draft Prospectus.‖
2. Our Company operates under several statutory and regulatory permits, licenses and approvals. Our failure to obtain and/or renew any approvals or licenses in future may have an adverse impact on our business operations.
Our Company requires several statutory and regulatory permits, licenses and approvals to operate the business. Many of these approvals are granted for fixed periods of time and need renewal from time to time. There can be no assurance that the relevant authorities will issue any of such permits or approvals in time or at all. Further, these permits, licenses and approvals are subject to several conditions, and our Company cannot assure that it shall be able to continuously meet such conditions or be able to prove compliance with such conditions to statutory authorities, and this may lead to cancellation, revocation or suspension of relevant permits/ licenses/ approvals. Failure by our Company to renew, maintain or obtain the required permits, licenses or approvals, or cancellation, suspension or revocation of any of the permits, licenses or approvals which may result in the interruption of our Company‘s operations and may have a material adverse effect on the business. For details please refer to Chapter titled ―Government and Other Approvals‖ beginning on page no. 231 of the Draft Prospectus.
3. We, being a pharmaceutical company, operate in a highly regulated and controlled industry. Any change in regulatory environment may have an impact on the business of the Company.
We being a pharmaceutical company operate in an industry which is highly regulated and controlled. The industry has extensive regulations pertaining to research, testing, and manufacturing, quality standards, selling and marketing of pharmaceutical products. The Company keeps itself abreast of the various developments relating to the regulatory environment and gears itself in order to comply with such regulatory changes, application and the renewal of regulatory approvals. However, in case the Company is unable to adapt itself to such regulatory changes, obtain the necessary approvals / renewals for all our products the business of the Company may be impacted adversely.
4. Our Company has 9 registered trademarks for our products and labels. Failure or delay in renewing the same in the future may impact the Company’s rights to use them.
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The Company has 9 trademarks registered with Registrar of Trademarks under class 5. Any failure to renew registration of the aforesaid trademarks, may impact the Company‘s right to use them in future. Further, there can be no assurance that third parties may not infringe or copy our trademarks. Our Company may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our trademarks, which may adversely affect our business, financial condition and results of operations. For further details, please refer to the chapter titled ―Government and Other Approvals‖ on page 231 on this Draft Prospectus.
5. We are yet to receive certain registrations in connection with the protection of our intellectual property rights, especially trademarks relating to our products. Any failure to protect our intellectual property rights could adversely affect our competitive position, business, financial condition and profitability. We have applied for certain registrations in connection with the protection of intellectual property rights, including trademarks, which are currently pending. The registration of any intellectual property right is a time-consuming process, and there can be no assurance that any such registration will be granted. In the absence of such registration, competitors or other companies may challenge the validity or scope of our intellectual property. Unless our trademarks are registered, we may only get passing off relief for our Trademarks, if used by others, which could materially and adversely affect our brand image, goodwill and business. Similarly, in case these registrations are rejected, our competitors may start marketing the products resulting in us losing out on market share and first mover protection, which could adversely affect our competitive position, business, financial condition and profitability. For more details please refer to the chapter ―Government and Other Approvals‖ on 231 of this draft Prospectus.
6. Logo of our Company is not registered with the Trademarks Registry.We are unable to assure the future viability or value of any of our intellectual property or that the steps taken by us to protect the proprietary rights of our Company will be adequate.
Our Company has made application for registration of our logo with the Trademarks Registry, which is under process. Hence, our Company does not enjoy the statutory protection accorded to a registered trademark.The registration for the said trademark in our name is important to retain our brand equity. We have also applied for registration of certain other trademarks vis-à-vis our products. There is no assurance that the applications will be approved by the Trademarks Registry. In the event we are not able to obtain registrations in respect of such trade mark applications or if the oppositions filed against our trademark applications (if any), are successful, our Company may not be able to obtain the statutory protection available to us under the Trade Marks Act, 1999 for such trademarks. We are unable to assure that the future viability or value of any of our intellectual property or that the steps taken by us to protect the proprietary rights of our Company will be adequate. Consequently, our Company is subject to the various risks arising out of the same, including but not limited to infringement or passing off our name/logos by a third party. For further details please refer to chapter titled ‗Government and Other Key Approvals‘ on page 231 of this Draft Prospectus.
7. Our Company doesn’t own the premises of our Registered Office and Manufacturing unit at Amritsar and manufacturing unit at Himachal Pradesh.
Our Registered Office and Manufacturing unit is situated at Village Nagkalan, Majitha Road, Amritsar, Punjab, is on leased premises. The same premises is owned by Mr. Ramesh Arora Mr. Ajay Arora, Promoters of the Company and the lease is for initial period of 49 years. Similarly, our another manufacturing unit is situated at Plot No. 1-A, industrial Area Raja KaBagh, Tehsil Nurpur, District Kangra, Jassur, Himachal Pradesh is on also on leased premises. The same premises is owned by Government of Himachal Pradesh and the lease is for initial period of 95 years. As per the lease agreements, any breach of the terms / non renewal of the license agreement may require us to vacate the said premises which may cause disruption in our corporate affairs and business and impede our effective operations and thus adversely affect our profitability. For more information, see ―Our Business— Properties‖ on page 102 of this Draft Prospectus.
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8. We are subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities availed from them.
Our financing arrangements contain restrictive covenants whereby we are required to obtain approval from our lender, regarding, among other things such as major changes in share capital, changes in fixed assets, creation of any other charge, not to issue any personal guarantee by the guarantors, formulate any scheme of merger/amalgamation/acquisition/reconstitution, implement any schemes of expansion/ modernisation/ diversification/ renovation, substantial change in management of the company, extending finance to associate concerns etc. There can be no assurance that such consents will be granted or that we will be able to comply with the financial covenants under our financing arrangements. In the event we breach any financial or other covenants contained in any of our financing arrangements, we may be required under the terms of such financing arrangements to immediately repay our borrowings either in whole or in part, together with any related costs. This may adversely impact our results of operations and cash flows. For further details on the Cash Credit Limits and other banking facilities, please refer Financial Indebtedness on page 203 of the Draft Prospectus.
9. Any delay in production at, or shutdown of, any of our manufacturing facilities, could adversely affect our business, results of operations and financial condition.
The success of our manufacturing activities depends on, among other things, the productivity of our workforce, compliance with regulatory requirements and the continued functioning of our manufacturing processes and machinery. Disruptions in our manufacturing activities could delay production or require us to shut down the affected manufacturing facility, which could adversely affect our finance and operations. 10. Our Promoters play key role in our functioning and we heavily rely on their knowledge and experience
in operating our business and therefore, it is critical for our business that our Promoters remain associated with us.
We benefit from our relationship with our Promoters and our success depends upon the continuing services of our Promoters who have been responsible for the growth of our business and are closely involved in the overall strategy, direction and management of our business. Our Promoters have been actively involved in the day to day operations and management since the incorporation of the Company. Accordingly, our performance is heavily dependent upon the services of our Promoters. If our Promoters are unable or unwilling to continue in their present position, we may not be able to replace them easily or at all.
The loss of their services could impair our ability to implement our strategy, and our business, financial condition, results of operations and prospects may be materially and adversely affected.
11. We are dependent on our management team for success whose loss could seriously impair the ability to continue to manage and expand business efficiently.
Our success largely depends on the continued services and performance of our management and other key personnel. The loss of service of the management team and staff could seriously impair the ability to continue to manage and expand the business efficiently. Further, the loss of any of the senior management or other key personnel may adversely affect the operations, finances and profitability of our Company. Any failure or inability of our Company to efficiently retain and manage its human resources would adversely affect our ability to implement new projects and expand our business.
12. Our success is dependent on the quality control processes and any failure to maintain the quality of our products may affect our reputation and business.
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department ensures quality controls at every stage of production, packaging and dispatch. We believe we have built strong relationships with our customers due to the quality of our products which has translated into operational growth. In the event we are unable to maintain our quality control processes, for any reason whatsoever, our business, reputation and results of operations would be adversely affected.
13. Any fluctuations in prices of raw materials or shortage in supply of raw material for manufacturing our products, could adversely impact our business.
Our Company is dependent mainly on the various raw materials and packaging materials for the manufacture of its products. Our Company is exposed to upward fluctuations in the prices of various raw materials and packing materials, as well as its availability, as we do not enter into any supply agreements with our suppliers and all raw materials are bought by our Company from various suppliers on order to order basis. Any upward fluctuation in the prices of the major raw materials or shortage in supply of any major raw material or any increase would result in increase of cost of production which may adversely impact the business of the Company. Further, with a view to reduce the cost of production and insulate itself from future rise in prices or mitigate the risk of shortage of raw material, the Company has always been innovative in sourcing of raw materials and packaging materials, and will continue to maintain this approach. In case the Company is not able to pass on any such increase to the consumers because of competition or otherwise, it may affect the profitability of the Company.
14. Failure to effectively manage labour or failure to ensure availability of sufficient labour could affect the business operations of the Company.
We are operating in labour intensive industry. Our Company has been handling labour and related issues efficiently and this has contributed to the smooth functioning of the operations so far. However any non-availability of labourers and/or any dispute between the labour and management may affect the business operation of the Company.
15. Our funding requirements and deployment of the issue proceeds are based on management estimates and have not been independently appraised by any bank or financial institution and actual cost may vary compared with the estimated amount.
Our funding requirements and the deployment of the proceeds of the Issue are based on management estimates and our current business plan. The fund requirements and intended use of proceeds have not been appraised by bank or financial institution and are based on estimates of the management. In view of the competitive and dynamic nature of our business, we may have to revise our expenditure and fund requirements as a result of variations including in the cost structure, changes in estimates and other external factors, which may not be within the control of our management. This may entail rescheduling, revising or cancelling the planned expenditure and fund requirement and increasing or decreasing the expenditure for a particular purpose from its planned expenditure at the discretion of our board. In addition, schedule of implementation as described herein are based on management‘s current expectations and are subject to change due to various factors some of which may not be in our control. The deployment of the funds towards the objects of the issue is entirely at the discretion of the Board of Directors/Management and is not subject to monitoring by external independent agency. However, the deployment of funds is subject to monitoring by our Audit Committee. Any inability on our part to effectively utilize the Issue proceeds could adversely affect our financials.
16. The capacity of our current plant at Amritsar unit and Himachal Pradesh unit is not fully utilized. The capacity of our current plant at Amritsar unit and Jassur, Himachal Pradesh unit is not fully utilized, consecutively, if it continues so it could affect our ability to fully absorb fixed costs and thus may adversely impact our financial performance. For details of these transactions, please refer to section titled "Our Business" at page 86 of this Draft Prospectus.
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17. If we are unable to source business opportunities effectively, we may not achieve our financial objectives.
Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and accomplish business opportunities. To grow our business, we will need to hire, train, supervise and manage new employees and to implement systems capable of effectively accommodating our growth. However, we cannot assure you that any such employees will contribute to the success of our business or that we will implement such systems effectively. Our failure to source business opportunities effectively could have a material adverse effect on our business, financial condition and results of operations. It is also possible that the strategies used by us in the future may be different from those presently in use. No assurance can be given that our analysis of market and other data or the strategies we use or plans in future to use will be successful under various market conditions.
18. We have not protected our assets through insurance coverage and our assets are certain operating risks and this may have a material adverse impact on our business.
We have not maintained any insurance policy to provide adequate coverage to our assets. Any damage or loss of our assets would have a material and adverse impact on our business operations and profitability. 19. Our Company has availed the 15% central Capital Investment Subsidy Scheme 2003 from the District
Industries Centre, Himachal Pradesh and failure to comply with the terms thereof may inter-alia lead to the subsidy being repayable immediately and may also result in sale of certain hypothecated assets of the Company by the District Industries Centre for recovery of the same.
The Company has availed certain subsidy benefits under the 15% central Capital Investment Subsidy Scheme 2003 (―the Subsidy Scheme‖) from the Government of India. In furtherance thereof, the Company has entered into the Agreement of Availing Central Capital Investment Subsidy Scheme dated February 18, 2012 (―the Subsidy Agreement‖) and the Agreement of Hypothecation for Central Capital Investment Subsidy dated February 18, 2012 with the District Industries Centre, Kangra, Himachal Pradesh (―the DIC‖). As per the terms of the Subsidy Agreement, the Government has sanctioned a Central Subsidy of Rs.29,93,850/- (Rupees Twenty Nine Lacs Ninety Three Thousand Eight Hundred and Fifty only) to the Company. Further, as security towards payment of any sum due to the DIC under the aforesaid Subsidy Scheme, the Company has hypothecated its machinery and equipment situated at the Himachal Unit in favour of the DIC by way of creation of first charge, to the extent of the sum of Rs.29,93,850/- (Rupees Twenty Nine Lacs Ninety Three Thousand Eight Hundred and Fifty only). In terms of the Subsidy Agreement, the Company is inter-alia prohibited from shifting the location of any part of the Himachal Unit or from disposing-off any part thereof. In the event, the Company fails to comply with the aforesaid, then it will be required to repay the subsidy immediately. Further, if the Company fails to comply with the terms of the Subsidy Scheme and repay the subsidy availed or any other moneys due to Government, then the DIC shall have the right to enforce the aforesaid security and sell the machinery and equipment. The same shall adversely affect the operations, financial conditions and business prospects of the Company.
20. We have entered into certain related party transactions and may continue to do so.
We have entered into related party transactions with our Promoters, its promoter group members/ entities and Directors. While we believe that all such transactions have been conducted on the arms length basis, however it is difficult to ascertain whether more favorable terms would have been achieved had such transactions been entered with unrelated parties. Furthermore, it is likely that we may enter into related party transactions in the future. For details of these transactions, please refer to section titled "Related Party Transactions" at page 145 of this Draft Prospectus.
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21. We have reported negative cash flows.The detailed break up of cash flows is summarized in below mentioned table and our Company has reported negative cash flow in certain financial years and which could affect our business and growth:
(` In Lacs) Particulars As at December 31, 2015 As at 31st March 2015 2014 2013 2012 2011
Net Cash from Operating Activities (201.87) 139.85 (40.78) 782.92 48.85 113.39
Net Cash from Investing Activities (327.04) (228.00) (431.86) (130.55) (115.94) (57.31)
Net Cash used in Financing Activities 522.25 114.14 303.72 (466.75) 65.66 (74.07)
22. We do not have a track record for payment of dividend on Equity Shares.
We have not declared any dividend on our Equity Shares since inception as we had been deliberately pursuing the policy of covering back our profits to fund our expansion plans. The future payment of dividends, if any, would be based on the then available distributable profits and the recommendations of our Board of Directors.
23. Our Company has unsecured loans, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our business operations and financial condition of our Company.
As on December 31, 2015, our Company has unsecured loans aggregating to ` 21.97 lacs which are repayable on demand. For further details of these unsecured loans, please refer to chapter titled ‗Financial Information‘ beginning on page 147 of the Draft Prospectus. In case of any demand from lenders for repayment of such unsecured loans, the resultant cash outgo, may adversely affect our business operations and financial position of our Company.
24. Our liabilities may not be fully covered by insurance policies, which may expose us to substantial costs that could adversely affect our business, financial condition and results of operations.
Our Company has insured itself against certain eventualities including against burglary, fire and special perils. While we have taken adequate and appropriate insurance coverage to take care of certain contingencies, there can be no assurance that any claim under the insurance policies maintained by us will be honoured fully or in part or will be paid on time. Mishaps or accidents at our Company‗s facilities may lead to property damages, property loss and accident claims. We cannot assure that we have taken out sufficient insurance to cover such and other material losses thereby adversely affecting our performance. To the extent that we suffer loss or damage for which we have not obtained or maintained insurance or which is not covered by insurance or exceeds our insurance coverage, the loss would have to be borne by us and thus our results of operations and financial performance could be adversely affected.
25. The Promoter and Promoter Group will continue to exercise control post completion of the Issue and will have considerable influence over the outcome of matters.
Upon completion of this Issue, our Promoters and Promoter Group will continue to own a majority of our Equity Shares. As a result, our Promoters will have the ability to exercise significant influence over all matters requiring shareholders‘ approval. Our Promoters will also be in a position to influence any shareholder action or approval requiring a majority vote, except where they may be required by applicable law to abstain from voting. This control could also delay, defer or prevent a change in control of our Company, impede a merger, consolidation, takeover or other business combination involving our
