DRHP Sample

DRAFT RED HERRING PROSPECTUS
Dated: March 27, 2015

(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Issue
PENNAR ENGINEERED BUILDING SYSTEMS LIMITED

Our Company was incorporated under the Companies Act, 1956 as “Pennar Engineered Building Systems Limited”, a public limited company pursuant to a certificate of incorporation dated January 17,
2008 and received a certificate of commencement of business on February 19, 2008. For details of change in the registered office of our Company, see “History and Corporate Structure” on Page 155.
Registered Office: 9th Floor, DHFLVC Silicon Towers, Kondapur, Hyderabad 500 084, Telangana, India
Contact Person: Namrata Maheshwari, Company Secretary and Compliance Officer; Tel: +91 40 4021 0525; Fax: +91 40 4018 6992
Email: [email protected]: Website: www.pebspennar.in
Corporate Identity Number: U45400AP2008PLC057182
OUR PROMOTER: PENNAR INDUSTRIES LIMITED
PUBLIC ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE “EQUITY SHARES”) OF PENNAR ENGINEERED BUILDING SYSTEMS LIMITED, (THE “COMPANY”
OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) AGGREGATING TO ` [●] MILLION
CONSISTING OF A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING UP TO ` 580 MILLION BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP
TO 5,516,141 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS” ON PAGE 5) AGGREGATING UP TO ` [●] MILLION
(THE“OFFER FOR SALE”AND THE FRESH ISSUE ARE TOGETHER REFERRED TO AS, THE “ISSUE”). THE ISSUE WILL CONSTITUTE [●]% OF THE FULLY DILUTED POST
ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE
MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND
WILL BE ADVERTISED AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.
In case of revision in the Price Band, the Bid/Issue Period will be extended by at least 3 (three) additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding
10 (ten) Working Days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the BSE Limited (“BSE”) and the National Stock
Exchange of India Limited (“NSE” together with the BSE, the “Stock Exchanges”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Managers
(“BRLMs”), the Syndicate Members and the Self Certified Syndicate Banks (“SCSBs”).
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the “SCRR”) this Issue is being made for at least 25.00% of the post Issue paid-up Equity Share capital of our
Company. The Issue is being made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended (“SEBI ICDR Regulations”) where not more than 50.00% of the Issue will be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”)
(the “QIB Category”), provided that our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers allocate up to 60.00% of the QIB Category to Anchor Investors,
on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. Further, 5.00% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder
shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15.00% of the Issue will
be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Issue will be available for allocation to Retail Individual Investors, in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Retail Individual Investors may participate in this Issue through the ASBA process by providing details of the ASBA
Accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. QIBs (excluding Anchor Investors) and Non-Institutional Investors can participate in the Issue only through the ASBA
process. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Issue Procedure” beginning on Page 316.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there is no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 each. The Floor Price is [●]
times of the face value and the Cap Price is [●] times of the face value. The Issue Price (determined and justified by our Company and the Selling Shareholders in consultation with the BRLMs as stated under
“Basis for Issue Price” beginning on Page 101) 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
or sustained trading in the Equity Shares of our Company 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 this Issue. For taking an investment decision, investors must rely on their own examination of our Company and
the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the
accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to see “Risk Factors” beginning on Page 16.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is
material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions
and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of
any such opinions or intentions misleading in any material respect. Further, each Selling Shareholder accepts that this Draft Red Herring Prospectus contains all information about it as the Selling Shareholder
in the context of the Offer for Sale and assumes responsibility only for statements in relation to such Selling Shareholder included in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received an ‘in-principle’ approval from each of BSE and NSE for the listing of the
Equity Shares pursuant to the letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●].
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
MOTILAL OSWAL INVESTMENT AXIS CAPITAL LIMITED KARVY INVESTOR SERVICES LIMITED KARVY COMPUTERSHARE PRIVATE
ADVISORS PRIVATE LIMITED 1st floor, Axis House, C 2 Wadia International Karvy House, 46, Avenue 4, Street No. 1, LIMITED
Motilal Oswal Tower, Rahimtullah Sayani Road Banjara Hills, Hyderabad 500 034, Plot no. 17 - 24, Vithalrao Nagar
Centre, Pandurang Budhkar Marg, Worli,
Opposite Parel ST Depot, Prabhadevi Madhapur, Hyderabad 500 081
Mumbai 400 025 Telangana, India
Mumbai 400 025 Telangana, India
Maharashtra, India Tel: +91 40 2342 8774/ 2331 2454
Maharashtra, India Tel: +91 40 4465 5000; Fax: +91 40 2343 1551
Tel: +91 22 3980 4380 ; Fax: +91 22 3980 4315 Tel: +91 22 4325 2183; Fax: +91 22 4325 3000 Fax: +91 40 2337 4714/ 2331 1968 Toll free no.: 1800 3454 001
Email: [email protected] E-mail: [email protected] E-mail: [email protected] Email: [email protected]
Investor grievance email: Investor grievance e-mail: Investor grievance email:
Investor grievance e-mail: [email protected]
[email protected] [email protected] [email protected]
Website: www.axiscapital.co.in Website: www.karvy.com
Website: www.motilaloswal.com Website: www.karisma.karvy.com
Contact Person: Rupesh Khant Contact Person: Vivek Toshniwal Contact Person: Krishna Sowjanya/ Rohan Menon Contact Person: M. Murali Krishna
SEBI Registration No.: INM00001105 SEBI Registration No.: INM000012029 SEBI Registration No.: MB/ INM000008365 SEBI Registration No.: INR000000221
CIN: U67190MH2006PTC160583 CIN: U51900MH2005PLC157853 CIN: U67120TG1997PLC026253 CIN: U74140TG2003PTC041636
BID /ISSUE PROGRAMME
BID/ISSUE OPENS ON: [●]* BID/ISSUE CLOSES ON: [●]**
* Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Date shall be one Working Day
prior to the Bid/ Issue Opening Date.
** Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs, one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
TABLE OF CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS.......................................................................................................... 2
CERTAIN CONVENTIONS: USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION ....................................................................................................................................... 12
FORWARD-LOOKING STATEMENTS......................................................................................................... 14
SECTION II: RISK FACTORS ........................................................................................................................ 16
SECTION III: INTRODUCTION ..................................................................................................................... 51
SUMMARY OF INDUSTRY ........................................................................................................................... 51
SUMMARY OF OUR BUSINESS ................................................................................................................... 56
SUMMARY FINANCIAL INFORMATION ................................................................................................... 63
THE ISSUE ....................................................................................................................................................... 69
GENERAL INFORMATION ........................................................................................................................... 70
CAPITAL STRUCTURE .................................................................................................................................. 80
OBJECTS OF THE ISSUE ............................................................................................................................... 93
BASIS FOR ISSUE PRICE ..............................................................................................................................101
STATEMENT OF TAX BENEFITS ................................................................................................................104
SECTION IV: ABOUT THE COMPANY...................................................................................................... 107
INDUSTRY OVERVIEW ...............................................................................................................................107
OUR BUSINESS .............................................................................................................................................125
REGULATIONS AND POLICIES ..................................................................................................................146
HISTORY AND CORPORATE STRUCTURE ..............................................................................................155
OUR MANAGEMENT....................................................................................................................................161
OUR PROMOTER AND PROMOTER GROUP.............................................................................................180
OUR GROUP COMPANY ..............................................................................................................................186
DIVIDEND POLICY .......................................................................................................................................189
SECTION V: FINANCIAL INFORMATION ............................................................................................... 190
FINANCIAL STATEMENTS .........................................................................................................................190
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................................239
FINANCIAL INDEBTEDNESS ......................................................................................................................263
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 269
OUTSTANDING LITIGATION AND DEFAULTS .......................................................................................269
GOVERNMENT APPROVALS ......................................................................................................................289
OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................294
SECTION VII: ISSUE RELATED INFORMATION ................................................................................... 309
TERMS OF THE ISSUE ..................................................................................................................................309
ISSUE STRUCTURE ......................................................................................................................................312
ISSUE PROCEDURE ......................................................................................................................................316
SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION................................... 366
SECTION IX: OTHER INFORMATION ...................................................................................................... 453
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .........................................................453
DECLARATION .............................................................................................................................................456
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies, the following terms have the following meanings in this Draft
Red Herring Prospectus, and references to any statute or regulations or acts or policies shall include amendments
thereto, from time to time:
Company Related Terms
Term Description
“We”, “us”, “our”, the “Issuer” Unless the context otherwise indicates or implies, refers to Pennar Engineered
Building Systems Limited.
“Company”, “our Company”, “PEBS Pennar Engineered Building Systems Limited, a company incorporated under the
Pennar” Companies Act and having its registered office at 9th Floor, DHFLVC Silicon
Towers, Kondapur, Hyderabad 500 084, Telangana, India.
Articles/ Articles of Association Articles of association of our Company.
Audit Committee The committee of the Board of Directors constituted as our Company’s audit
committee in accordance with Clause 49 of the Listing Agreement and the
Companies Act, 2013.
Auditors/Statutory Auditors The statutory auditors of our Company, Deloitte Haskins & Sells.
Board / Board of Directors Board of Directors of our Company or a duly constituted committee thereof.
CCPS Compulsorily convertible preference shares of our Company of face value of `
10 each.
“Company Secretary” and/or The company secretary and compliance officer of our Company.
“Compliance Officer”
Corporate Social Responsibility The committee of the Board of Directors constituted as our Company’s corporate
Committee social responsibility committee in accordance with the Companies Act, 2013.
Director(s) The director(s) of our Company, unless otherwise specified.
Equity Shares Equity Shares of our Company of face value ` 10 each.
Face Value The face value of our Equity Shares, being ` 10 each.
Group Company/ Group Companies The companies, firms, ventures, etc. promoted by our Promoter, irrespective of
whether such entities are covered under Section 370 (1)(B) of the Companies
Act, 1956.
For details, please refer to the section titled “Our Group Company” beginning on
Page 186.
IPO Committee The committee of the Board of Directors as described in the sub- section titled
“Our Management- Committees of the Board” on Page 175.
Key Management Personnel/KMP Those individuals described in the sub-section titled “Our Management – Key
Management Personnel” on Pages 176-178.
Memorandum Memorandum of association of our Company.
NCI Group NCI Group, Inc., USA
Nomination and Remuneration The committee of the Board of Directors constituted as our Company’s
Committee nomination and remuneration committee in accordance with Clause 49 of the
Listing Agreement and the Companies Act, 2013. For details, see the sub-
section titled “Our Management- Committees of the Board” on Page 170.
Order Book Order Book as of a particular date comprises estimated revenues from (i) the
unexecuted portions of existing contracts/work orders/purchase orders as of such
date. The reference also includes estimated revenues from certain contracts that
have been suspended, i.e. contracts on which no operations have been conducted
for a period exceeding four weeks because of various factors beyond our control.
Pennar Industries Limited/ PIL A public limited company incorporated under the Companies Act, having its
registered office at Floor No. 3, DHFLVC Silicon Towers, Kondapur,
Hyderabad 500 084, Telangana, India.
Promoter Pennar Industries Limited.
Promoter Group The persons and entities constituting our promoter group pursuant to Regulation
2 (1)(zb) of the SEBI ICDR Regulations.
Registered Office The registered office of our Company, 9th Floor, DHFLVC Silicon Towers,
Kondapur, Hyderabad 500 084, Telangana, India.
Registrar of Companies/RoC Registrar of Companies, Andhra Pradesh and Telangana, located at Hyderabad.
Restated Financial Statements Restated financial statements of our Company as of and for the years ended
March 31, 2010, 2011, 2012, 2013, 2014 and the eight months ended November
30, 2014.
Shareholders Shareholders of our Company, from time to time.
Stakeholders’ Relationship Committee The committee of the Board of Directors constituted as our Company’s
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Term Description
Stakeholders’ Relationship Committee in accordance with Clause 49 of the
Listing Agreement. For details, see the sub- section titled “Our Management-
Committees of the Board” on Page 171.
Issue Related Terms
Term Description
Allotment/ Allot/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant
to the Fresh Issue and transfer of the Equity Shares offered by the Selling
Shareholders pursuant to the Offer for Sale to the successful Bidders.
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or
are to be Allotted Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, with
a minimum Bid of ` 100.00 million.
Anchor Investor Allocation Price The price at which the Allocation is being done to the Anchor Investors.
Anchor Investor Bid/ Issue Period The day, one Working Day prior to the Bid/Issue Opening Date, on which Bids
by Anchor Investors shall be submitted and allocation to Anchor Investors shall
be completed.
Anchor Investor Issue Price Final price at which the Equity Shares will be issued and Allotted to Anchor
Investors in terms of the Red Herring Prospectus and the Prospectus, which price
will be equal to or higher than the Issue Price, but not higher than the Cap Price.
The Anchor Investor Allocation Price will be decided by our Company and the
Selling Shareholders in consultation with the BRLMs.
Anchor Investor Pay-in Date In case of Anchor Investor Issue Price being higher than Anchor Investor
Allocation Price, no later than two days after the Bid Closing Date.
Anchor Investor Portion Up to 60.00% of the QIB Portion, which may be allocated by our Company and
the Selling Shareholders, in consultation with the BRLMs, to Anchor Investors on
a discretionary basis. One-third of the Anchor Investor Portion shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the price at which allocation is being done to Anchor
Investors.
Application Supported by Blocked A process of submitting the Bid cum Application Form, whether physical or
Amount/ASBA electronic, used by Bidders, other than Anchor Investors, to make a Bid
authorising a SCSB to block the Bid Amount in the ASBA Account maintained
with the SCSB. ASBA is mandatory for QIBs (except Anchor Investors) and the
Non-Institutional Bidders participating in the Issue.
ASBA Account An account maintained with the SCSB and specified in the Bid cum Application
Form submitted by an ASBA Bidder for blocking the Bid Amount mentioned in
the Bid cum Application Form.
ASBA Bidder A Bidder (except Anchor Investors) in this Issue who Bids through the ASBA
process.
Banker(s) to the Issue/Escrow Banks which are clearing members and registered with SEBI as bankers to an
Collection Bank(s) issue and with whom the Escrow Account will be opened, in this case being [●].
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under the
Issue and which is described in the sub-section titled “Issue Procedure- Allotment
Procedure and Basis of Allotment” on Page 355.
Bid An indication to make an offer during the Bid/Issue Period by a Bidder pursuant
to submission of the Bid cum Application Form, or during the Anchor Investor
Bid/Issue Period by the Anchor Investors, to subscribe to the Equity Shares of our
Company at a price within the Price Band, including all revisions and
modifications thereto.
Bid Amount The highest value of optimal Bids indicated in the Bid cum Application Form and
in the case of Retail Individual Bidders Bidding at Cut-Off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such Retail Individual
Bidder and mentioned in the Bid cum Application Form.
Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and which
will be considered as the application for Allotment in terms of the Red Herring
Prospectus.
Bid/ Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Syndicate, the Designated Branches and the Registered Brokers will
not accept any Bids, which shall be notified in [●] edition of English national
newspaper [●], [●] edition of Hindi national newspaper [●], and [●] edition of [●]
a Telugu newspaper, each with wide circulation and in case of any revision, the
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Term Description
extended Bid Closing Date also to be notified on the website and terminals of the
Syndicate and SCSBs, as required under the SEBI ICDR Regulations. Further,
our Company and the Selling Shareholders, in consultation with the BRLMs, may
decide to close Bidding by QIBs one day prior to the Bid Closing Date which
shall also be notified in an advertisement in same newspapers in which the Bid
Opening Date was published.
Bid/ Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Syndicate, the Designated Branches and the Registered Brokers shall
start accepting Bids, which shall be notified in [●] edition of English national
newspaper [●], [●] edition of Hindi national newspaper [●], and [●] edition of [●]
a Telugu newspaper, each with wide circulation and in case of any revision, the
extended Bid Opening Date also to be notified on the website and terminals of the
Syndicate and SCSBs, as required under the SEBI ICDR Regulations.
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue Opening
Date and the Bid/Issue Closing Date, inclusive of both days, during which
prospective Bidders can submit their Bids, including any revisions thereof.
Provided however that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
Our Company may and the Selling Shareholders, in consultation with the Book
Running Lead Managers, decide to close Bidding by QIBs one day prior to the
Bid/Issue Closing Date.
Bid Lot [●] Equity Shares.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an ASBA Bidder and Anchor Investor.
Book Building Process The book building process, as provided in Schedule XI of the SEBI ICDR
Regulations, in terms of which this Issue is being made.
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders can submit their
Bid cum Application Forms to a Registered Broker. The details of such Broker
Centers, along with the names and contact details of the Registered Brokers are
available on the websites of the respective Stock Exchanges.
BRLMs/Book Running Lead Managers The book running lead managers to the Issue, being Motilal Oswal Investment
Advisors Private Limited, Axis Capital Limited and Karvy Investor Services
Limited.
CAN / Confirmation of Allocation Note Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
who have been allocated the Equity Shares, after the Anchor Investor Bid/Issue
Period.
Cap Price The higher end of the Price Band, above which the Issue Price will not be
finalised and above which no Bids will be accepted.
Controlling Branches Such branches of SCSBs which coordinate Bids under the Issue by the ASBA
Bidders with the Registrar and the Stock Exchanges, a list of which is available
on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised- Intermediaries or
at such other website as may be prescribed by SEBI from time to time.
Cut-off Price The Issue Price, finalised by our Company and the Selling Shareholders in
consultation with the BRLMs. 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.
Designated Branches Such branches of the SCSBs which shall collect the Bid cum Application Forms
used by the ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or
at such other website as may be prescribed by SEBI from, time to time.
Designated Date The date on which the funds are transferred from the Escrow Account or the
amount blocked by the SCSBs is transferred from the ASBA Accounts, as the
case may be, to the Public Issue Account or the Refund Account, as appropriate,
after the Prospectus is filed with RoC, following which the Board of Directors
shall Allot the Equity Shares to successful Bidders in the Fresh Issue and the
Selling Shareholders shall give delivery instructions for the transfer of the Equity
Shares constituting the Offer for Sale.
Designated Stock Exchange [●]
Draft Red Herring Prospectus or DRHP This Draft Red Herring Prospectus dated March 27, 2015 issued in accordance
with the SEBI ICDR Regulations.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer
or invitation under the Issue and in relation to whom the Bid cum Application
Form and the Red Herring Prospectus constitutes an invitation to subscribe to or
4
Term Description
purchase the Equity Shares.
Eligible QFI Qualified Foreign Investors from such jurisdictions outside India where it is not
unlawful to make an offer or invitation under the Issue and in relation to whom
this Red Herring Prospectus constitutes an invitation to purchase the Equity
Shares offered hereby and who have opened dematerialised accounts with SEBI
registered qualified depositary participants as QFIs and are deemed as FPIs under
the SEBI FPI Regulations.
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect of
the Bid Amount when submitting a Bid.
Escrow Agent The escrow agent appointed pursuant to the Escrow Agreement, being [●].
Escrow Agreement Agreement to be entered into between our Company, the Selling Shareholders,
the Registrar to the Issue, the BRLMs, the Syndicate Members, the Escrow
Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts and
where applicable, refunds of the amounts collected to the Bidders (excluding the
ASBA 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 any revisions thereof.
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above
which the Issue Price will be finalised and below which no Bids will be accepted.
Foreign Portfolio Investors/FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations, provided that any QFI or FII who holds a valid certificate of
registration shall be deemed to be an FPI until the expiry of the block of three
years for which fees have been paid as per the Securities and Exchange Board of
India (Foreign Institutional Investors) Regulations, 1995.
Fresh Issue The fresh issue of [●] Equity Shares aggregating up to ₹ 580 million by our
Company.
IL&FS Trust Company Limited A company incorporated under the provisions of Companies Act, 1956, having its
registered office at IL&FS Financial Centre, Plot C-22, G Block, Bandra Kurla
Complex, Bandra East, Mumbai 400 051, Maharashtra, India.
Issue The Fresh Issue and the Offer for Sale are together referred to as the Issue.
Issue Agreement The agreement dated March 27, 2015 between our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed
to in relation to the Issue.
Issue Price The final price at which the Equity Shares will be issued and Allotted in terms of
the Red Herring Prospectus. The Issue Price will be decided by our Company and
the Selling Shareholders in consultation with the BRLMs on the Pricing Date.
Issue Proceeds The proceeds of the Issue available to the Company and the Selling Shareholders.
For further information about use of the Issue Proceeds, see the section titled
“Objects of the Issue” beginning on Page 93.
Listing Agreement Listing agreement to be entered into by our Company with the Stock Exchanges,
as amended from time to time.
Mutual Fund Portion 5.00% of the QIB Portion (excluding the Anchor Investor Portion), or [●] Equity
Shares which shall be available for allocation to Mutual Funds only.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of Issue expenses. For
further information about the Issue expenses, see the section titled “Objects of the
Issue” beginning on Page 99.
Net QIB Portion QIB Portion less Anchor Investor Portion.
Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Investors and who have Bid for
the Equity Shares for an amount more than ₹ 200,000 (but not including NRIs
other than Eligible NRIs and QFIs other than Eligible QFIs).
Non-Institutional Portion The portion of the Issue being not less than 15.00% of the Issue consisting of [●]
Equity Shares which shall be available for allocation on a proportionate basis to
Non-Institutional Bidders, subject to valid Bids being received at or above the
Issue Price.
Offer for Sale The offer for sale of up to 5,516,141 Equity Shares by the Selling Shareholders at
the Issue Price, pursuant to the terms of the Red Herring Prospectus.
Price Band Price Band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] 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 and the Selling Shareholders in consultation with the BRLMs
5
Term Description
and advertised, at least five Working Days prior to the Bid/Issue Opening Date, in
[●] edition of English national newspaper [●], [●] edition of Hindi national
newspaper [●], and [●] edition of [●] a Telugu newspaper [●], each with wide
circulation.
Pricing Date The date on which our Company and the Selling Shareholders in consultation
with the BRLMs will finalise the Issue Price.
Promoter’s Contribution Promoter’s contribution pursuant to Regulations 32 and 36 of the SEBI ICDR
Regulations. For details, see “Capital Structure-History of Build-up, Contribution
and Lock in of Promoter’s Shareholding” on Page 83.
Prospectus The Prospectus to be filed with the RoC in accordance with Sec. 26 of the
Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the
Issue Price that is determined at the end of the Book Building Process, the size of
the Issue and certain other information.
Public Issue Account Account opened with the Bankers to the Issue to receive monies from the Escrow
Account on the Designated Date and to which the funds shall be transferred by
the SCSBs from the ASBA Account.
QIB Portion/QIB Category The portion of the Issue (including the Anchor Investor Portion) amounting to
50.00% of the Issue being [●] Equity Shares, which shall be available for
allocation to QIBs, including the Anchor Investors.
Qualified Foreign Investors/QFIs A qualified foreign investor as defined in the SEBI FPI Regulations.
Qualified Institutional Buyers/QIBs Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI
ICDR Regulations.
Red Herring Prospectus/RHP The Red Herring Prospectus issued in accordance with Sec. 32 of the Companies
Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have
complete particulars of the price at which the Equity Shares will be offered and
the size of the Issue. The Red Herring Prospectus will be filed with the RoC at
least three Working Days before the Bid/Issue Opening Date and will become the
Prospectus upon filing with the RoC after the Pricing Date.
Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount (excluding ASBA Bidders) shall be made.
Refund Bank(s) [●]
Refunds through electronic transfer of Refunds through NECS, Direct Credit, RTGS or NEFT, as applicable.
funds
Registered Brokers Stock brokers registered with the Stock Exchanges having nationwide terminals,
other than the members of the Syndicate.
Registrar Agreement The agreement dated March 26, 2015 between our Company, the Selling
Shareholders and the Registrar to the Issue in relation to the responsibilities and
obligations of the Registrar to the Issue pertaining to the Issue.
Registrar to the Issue/ Registrar Registrar to the Issue, in this case being Karvy Computershare Private Limited.
Retail Individual Bidder(s) Individual Bidders who have Bid for the Equity Shares for an amount not more
than ₹ 200,000 in any of the bidding options in the Issue (including HUFs
applying through their Karta and Eligible NRIs).
Retail Portion The portion of the Issue being not less than 35.00% of the Issue consisting of [●]
Equity Shares which shall be available for allocation as per the SEBI ICDR
Regulations to Retail Individual Bidder(s).
Revision Form Form used by the Bidders, including ASBA Bidders, to modify the quantity of the
Equity Shares or the Bid Amount in any of their Bid cum Application Forms or
any previous revision form(s). Kindly note that QIBs and Non-Institutional
Bidders are not allowed to lower their Bid (in terms of quality of Equity Shares or
the Bid Amount) at any stage, once submitted.
Self Certified Syndicate Bank(s) or The banks registered with SEBI, offering services in relation to ASBA, a list of
SCSB(s) which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb
/home /list/5/33/0/0/Recognised-Intermediaries or at such other website as may
be prescribed by SEBI from, time to time.
Share Escrow Agreement The agreements among the Selling Shareholders, our Company and the Escrow
Agent in connection with the transfer of Equity Shares under the Offer for Sale
by the Selling Shareholders and credit of such Equity Shares to the demat account
of the Allottees.
Selling Shareholders Shall collectively mean
(i) Zephyr Peacock India Fund III Limited;
(ii) Zephyr Peacock India III Fund;
(iii) Usha Ramani Potluri;
(iv) Vikram Chachra; and
(v) Eight Finance Private Limited.
6
Term Description
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms, a
list of which is available at the website of the SEBI (www.sebi.gov.in) and
updated from time to time.
Syndicate Agreement The agreement to be entered into amongst the BRLMs, the Syndicate Members,
our Company and the Selling Shareholders in relation to the collection of Bids in
this Issue (other than Bids directly submitted to the SCSBs under the ASBA
process and Bids submitted to the Registered Brokers at the Broker Centres).
Syndicate Members Intermediaries registered with the SEBI who are permitted to carry out activities
as an underwriter, namely, [●].
Syndicate/ members of the Syndicate BRLMs and the Syndicate Members.
TRS/Transaction Registration Slip The slip or document issued by the Syndicate, or the SCSB (only on demand), as
the case may be, to the Bidder as proof of registration of the Bid.
Underwriters BRLMs and the Syndicate Members.
Underwriting Agreement The agreement amongst the Underwriters, our Company and the Selling
Shareholders to be entered into on or after the Pricing Date.
Working Days All days, other than a Sunday or a public holiday on which commercial banks are
open for business, provided however, with reference to (a) announcement of Price
Band; and (b) Bid/Issue Period, “Working Days” shall mean all days, excluding
Saturdays, Sundays and public holidays, which are working days for commercial
banks in India.
For the purpose of the time period between the Bid Closing Date and listing of
the Equity Shares on the Stock Exchanges, “Working Days” shall mean all days
excluding Sundays and bank holidays, in accordance with the SEBI circular no.
CIR/CFD/DIL/3/2010 dated April 22, 2010.
Zephyr Peacock India Fund III Limited A Mauritius exempted limited life company, limited by shares, having its
registered office at International Financial Services Limited, IFS Court, Twenty
Eight, Cybercity, Ebene, Mauritius.
Zephyr Peacock India III Fund A scheme of the Zephyr Peacock India Master Trust and registered with SEBI as
a VCF under the SEBI VCF Regulations, represented by its trustee, IL&FS Trust
Company Limited.
Zephyr Peacock India Master Trust A trust organised as a contributory trust under the provisions of the Indian Trust
Act, 1882.
Conventional and General Terms/ Abbreviations and Reference to Other Business Entities
Term Description
A/c Account
AGM Annual General Meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
BIFR Board for Industrial and Financial Reconstruction
BPLR Benchmark Prime Lending Rate
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CARE Credit Analysis and Research Limited
Category I foreign portfolio investor(s) FPIs who are registered as “Category I foreign portfolio investors” under the SEBI
FPI Regulations
Category II foreign portfolio FPIs who are registered as “Category II foreign portfolio investors” under the
investor(s) SEBI FPI Regulations
Category III foreign portfolio FPIs who are registered as “Category III foreign portfolio investors” under the
investor(s) SEBI FPI Regulations
CDR Corporate Debt Restructuring
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CESTAT Customs, Excise and Service Tax Appellate Tribunal
CFO Chief Financial Officer
CIN Corporate identity number
CIT Commissioner of Income Tax
Client ID Client identification number of the Bidder’s beneficiary account
COGS Cost of Goods Sold
Companies Act, 1956 Companies Act, 1956, as amended (without reference to the provisions thereof that
7
Term Description
have ceased to have effect upon the notification of the Notified Sections)
Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the notification of the
Notified Sections
Companies Act/Act Companies Act, 1956 and/or the Companies Act, 2013, as applicable
CSR Corporate social responsibility
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996, as amended from time to time
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion
DP ID Depository participant’s identification
DP/ Depository Participant A depository participant as defined under the Depositories Act
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
ECS Electronic Clearing Service
EG Empowered Group
EGM Extraordinary General Meeting
EPS Earnings Per Share i.e., profit after tax for a fiscal year divided by the weighted
average outstanding number of equity shares at the end of that fiscal year
ERP Enterprise Resource Planning
ESOP Employee Stock Option Plan
ESOS Employee Savings Opportunity Scheme
EWS Economically Weaker Section
FCNR Foreign currency non-resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder and amendments thereto
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
FII(s) Foreign Institutional Investors as defined under the SEBI FII Regulations
Financial Year/ Fiscal/ fiscal/ FY Period of twelve months ended March 31 of that particular year
FIPB Foreign Investment Promotion Board
FMCG Fast-moving consumer goods
FTA Foreign Trade (Development and Regulation) Act, 1992
FVCI Foreign Venture Capital Investors as defined and registered with SEBI under the
SEBI FVCI Regulations
FY Fiscal Year
GDP Gross Domestic Product
GID General Information Document
GFCF Gross Fixed Capital Formation
GoI/Government Government of India
GSM Grams per Square Meter
GST Goods and Services tax
HNI High Networth Individual
HUF Hindu Undivided Family
I.T. Act The Income Tax Act, 1961, as amended from time to time
IBEF India Brand Equity Foundation
ICSI Institute of Company Secretaries of India
IFRS International Financial Reporting Standards issued by International Accounting
Standards Board
IIPP Industrial Investment Promotion Policy
IMF International Monetary Fund
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial Public Offering
ISO International Organization for Standardization
IT Information Technology
ITAT Income Tax Appellate Tribunal
ITES Information Technology Enabled Services
KVA Kilo Volt Ampere
KW Kilowatt
LC Letter of Credit
LIBOR London Interbank Offered Rate
LIG Lower Income Group
LLP Act Limited Liability Partnership Act, 2008
MCX Multi Commodity Exchange
8
Term Description
MICR Magnetic ink character recognition
Mm Millimeter
MMT Million Metric Tonne
Mn / mn Million
MOEF Ministry of Environment and Forests
MoU Memorandum of Understanding
MT Metric Tonne
MW Mega Watt
N.A. Not applicable
NASSCOM National Association of Software and Services Companies
National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of the GoI, published in the Gazette of India
NAV Net Asset Value being paid up equity share capital plus free reserves (excluding
reserves created out of revaluation) less deferred expenditure not written off
(including miscellaneous expenses not written off) and debit balance of Profit and
Loss account, divided by number of issued equity shares
NCT National Capital Territory
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NH National Highway
NOC No Objection Certificate
Notified Sections The sections of the Companies Act, 2013 that have come into effect on August 30,
2013, September 12, 2013 and April 1, 2014
NR/Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI,
FIIs registered with SEBI and FVCIs registered with SEBI
NRE Account Non Resident External Account
NRI A person resident outside India, who is a citizen of India or a person of Indian
origin, and shall have the meaning ascribed to such term in the Foreign Exchange
Management (Deposit) Regulations, 2000
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60.00% by NRIs including overseas trusts, in
which not less than 60.00% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue
OHSAS Occupational Health and Safety Advisory Services
P&L Profit and loss
p.a. Per annum
P/E Ratio Price/earnings Ratio
PAN Permanent Account Number allotted under the Income Tax Act, 1961
PAT Profit after tax
PIO Persons of Indian Origin
PLR Prime Lending Rate
PV Photovoltaic system
QE Quarter ended
QIB Qualified Institutional Buyer
RBI The Reserve Bank of India
ROC Rate of Change
ROCE Return on Capital Employed
RONW Return on Net Worth
RTGS Real Time Gross Settlement
Rupees/Rs./`/INR Indian Rupees
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992,
as amended from time to time
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012, as amended from time to time
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
9
Term Description
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended from time to time
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended from time to time
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996 as repealed pursuant to the SEBI AIF Regulations
Sec. Section
Securities Act United States Securities Act, 1933
SEZ Special Economic Zone
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time
to time
Sq. Ft./sq. ft. Square feet
Sqm Square meter
State Government The Government of a State in India
Stock Exchange(s) BSE and/ or NSE as the context may refer to
TAN Tax Deduction Account Number
TDS Tax Deducted at Source
UIN Unique Identification Number
US / USA United States of America
US GAAP Generally Accepted Accounting Principles in the United States of America
USD / US$ United States Dollars
VAT Value added tax
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF
Regulations or the SEBI AIF Regulations, as the case may be
WCDL Working Capital Demand Loan
WPI Wholesale Price Index
Industry Related Terms
Term Description
ARAI Automotive Research Association of India
ASTM American Society for Testing and Materials
Auto CAD Automation Computer Aided Design
AWS American Welding Society
BIM Building Information Modelling
C&F Agent Carrying and Forwarding Agent
CAD Computer Aided Design
CAM Computer Aided Manufacturing
CARE Credit Analysis & Research Limited
CMB Construction & Mining Equipment Business Unit
CMIE Centre for Monitoring Indian Economy
ECO Energy Conservation and Commercialization
EOT Electric Overhead Traveling
GIR General Index Registry
IGBC India Green Business Council
ITES Information Technology Enabled Service
MBMA Metal Building Manufacturers Association
MBS Metal Building Software
OEM Original Equipment Manufacturer
OM Order Management
OMD Order Management Department
PEB Pre-Engineered Building
PEBS Pre Engineered Building Systems
PM Project Management
PMD Project Management Department
RCC Roller-Compacted Concrete
STAAD Structural Analysis & Design
USAID United States Agency for International Development
10
Notwithstanding the foregoing, terms in the sections titled “Statement of Tax Benefits”, “Financial Statements”
and “Main Provisions of the Articles of Association” on Pages 104, 190 and 366, respectively, shall have the
meaning given to such terms in such sections. Page numbers refer to page number of this Draft Red Herring
Prospectus, unless otherwise specified.
11
CERTAIN CONVENTIONS: USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India, all
references to the “U.S.”, “U.S.A” or the “United States” are to the United States of America.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated
financial statements for the fiscal 2010, 2011, 2012, 2013, 2014 and the eight months ended November 30, 2014,
prepared in accordance with the requirements of the Companies Act and Indian GAAP and restated in
accordance with the SEBI ICDR Regulations and set out in the section titled “Financial Statements” beginning
on Page 190. Our financial year commences on April 1 of a year and ends on March 31 of the next year. So all
references to a particular fiscal year are to the twelve-month period ended on March 31 of that year. In this Draft
Red Herring 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, IFRS and U.S. GAAP. Our financial statements and
reported earnings could be different in a material manner from those which would be reported under IFRS or
U.S. GAAP. The reconciliation of the financial statements to IFRS or US GAAP financial information has not
been provided. Our Company has not attempted to explain those differences or quantify their impact on the
financial data included in this Draft Red Herring Prospectus, and it is urged that you consult your own advisors
regarding such differences and their impact on our Company’s financial data. Accordingly, the degree to which
the financial statements included in this Draft Red Herring Prospectus will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Indian
GAAP, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices, including Indian GAAP, the Companies Act and the SEBI ICDR Regulations,
on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.
Currency and Units 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 “USD” or “$” or “United States Dollars” are to the official currency of the United
States of America.
Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million”
units. One million represents 1,000,000 and one billion represents 1,000,000,000. All the numbers in the
document, have been presented in million or in whole numbers where the numbers have been too small to
present in millions.
Unless otherwise indicated, any percentage amounts, as set forth in the sections titled “Risk Factors”, “Our
Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Pages
16, 125 and 239 respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the
basis of the financial statements prepared in accordance with the Indian GAAP and Companies Act and restated
in accordance with the SEBI ICDR Regulations.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of certain United States Dollars and other currency
amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI ICDR
Regulations. These conversions should not be construed as a representation that those United States Dollars or
other currency amounts could have been, or can be, converted into Indian Rupees at any particular conversion
rate.
12
The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Rupee and various other currencies:
Exchange rate as Exchange rate as Exchange rate as Exchange rate as

Currency
on March 30, 2012(1) on March 28, 2013(2) on March 28, 2014(3) on November 28, 2014(4)
1 US$ 51.16 54.39 60.10 61.97
Source: www.rbi.gov.in
(1) Not available for March 31, 2012 on account of it being a non-trading day.
(2) Not available for March 29, 2013, March 30, 2013 and March 31, 2013 as these were non-trading days.
(3) Not available for March 29, 2014, March 30, 2014 and March 31, 2014 as these were non-trading days.
(4) Not available for November 29, 2014 and November 30, 2014 as these were non-trading days.
Industry and Market Data
The section titled “Industry Overview” quotes and otherwise includes information from a commissioned report,
or the “CARE Report”, prepared by Credit Analysis and Research Limited for purposes of this Draft Red
Herring Prospectus. We have not commissioned any report for purposes of this Draft Red Herring Prospectus
other than the CARE Report. We commissioned CARE to provide an independent assessment of the
opportunities, dynamics and competitive landscape of the markets in India for the business we are engaged in.
Except for the CARE Report, market and industry related data used in this Draft Red Herring Prospectus has
been obtained or derived from publicly available documents and other industry sources. Industry sources and
publications generally state that the information contained therein has been obtained from sources generally
believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured and accordingly, investment decisions should not be based on such information.
Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in the section titled “Risk Factors” beginning on Page 16. Accordingly,
investment decisions should not be based solely on such information.
Further, the extent to which the market and industry data used in this Draft Red Herring Prospectus is
meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling
such data. There are no standard data gathering methodologies in the industry in which we conduct our business,
and methodologies and assumptions may vary widely among different industry sources. In addition, certain data
in relation to our Company used in this Draft Red Herring Prospectus has been obtained or derived from reports
published, or studies conducted, by Credit Analysis and Research Limited and differs in certain respects from
our Restated Financial Statements as a result of, inter alia, the methodologies used in compiling such data.
Accordingly, no investment decision should be made based on such information.
Further, in accordance with Regulation 51A of the SEBI ICDR Regulations, our Company may be required to
undertake an annual updation of the disclosures made in this Draft Red Herring Prospectus and make it publicly
available in the manner specified by SEBI.
Definitions
For definitions, see “Definitions and Abbreviations” beginning on Page 2. In the section titled “Main Provisions
of the Articles of Association” beginning on Page 366, defined terms have the meaning given to such terms in the
Articles of Association.
13
FORWARD-LOOKING STATEMENTS
All statements contained in this Draft Red Herring Prospectus that are not statements of historical fact constitute
forward-looking statements. All statements regarding our expected financial condition and results of operations,
business, plans and prospects are forward-looking statements. These forward-looking statements include
statements with respect to our business strategy, our revenue and profitability, our projects and other matters
discussed in this Draft Red Herring Prospectus regarding matters that are not historical facts. The investors can
generally identify forward looking statements by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”, “will pursue”,
“will likely result”, or other words or phrases of similar import. All forward looking statements (whether made
by us or any third party) are predictions and are subject to risks, uncertainties and assumptions about us that
could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking
statements.
Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are not
a guarantee of future performance. These statements are based on the management’s beliefs and assumptions,
which in turn are based on currently available information. Although we believe the assumptions upon which
these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect.
Further the actual results may differ materially from those suggested by the forward-looking statements due to
risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes
pertaining to the industry in India and our ability to respond to them, our ability to successfully implement our
strategy, our development plan, our growth and expansion, technological changes, our exposure to market risks,
general economic and political conditions in India and overseas, which have an impact on our business activities
or investments, the monetary and fiscal policies of India and other jurisdictions in which we operate, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes,
changes in competition in our industry and incidence of any natural calamities and/or acts of violence. Important
factors that could cause actual results to differ materially from our expectations include, but are not limited to,
the following:
 Our inability to estimate our future performance because of limited operating history;
 Inability to obtain and retain adequate numbers of skilled and qualified employees in addition to other
manpower that we require for our projects;
 Failure to commence operations of our projects as expected or failure of our clients to permit us to
commence work on these projects;
 Our inability to raise the necessary funding for our capital expenditures, including for the development of
our projects;
 Certain inherent construction, financing and operational risks in relation to the projects that we undertake;
 The monetary and interest policies of India, inflation, deflation, unanticipated turbulence in interest rates;
 A liquid market fails to develop for our Equity Shares;
 Foreign exchange rates, equity prices or other rates or prices;
 The performance of the financial markets in India;
 General economic and business conditions in India;
 The ability to successfully implement our strategy;
 Changes in political conditions in India;
 Our dependence on our Promoter and Key Management Personnel;
 Conflicts of interest with our Promoter;
 Contingent liabilities, environmental problems and uninsured losses;
 Government approvals;
 Changes in government policies and regulatory actions that apply to or affect our business;
 Developments affecting the Indian economy; and
 Our ability to manage risks that arise from these factors.
For further discussion of factors that could cause our actual results to differ, see the sections titled “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on Pages 16, 125 and 239, respectively.
14
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 Selling Shareholders, our Directors, the BRLMs, other members of the Syndicate
and their respective affiliates or associates 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 the SEBI
requirements, our Company, the Selling Shareholders (in respect of its own information and information relating
to the Equity Shares being Offered for Sale by the Selling Shareholders included in this Draft Red Herring
Prospectus) and the BRLMs will ensure that investors in India are informed of material developments until such
time as the grant of listing and trading permissions by the Stock Exchanges.
15
SECTION II: RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. The investors should carefully consider all
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks and uncertainties described in this section are not the only
risks that we currently face. Additionally, risks and uncertainties not presently known to us or that we currently
believe to be immaterial may also have an adverse effect on our business, results of operations and financial
condition. To obtain a complete understanding of our business, the investors should read this section in
conjunction with the sections titled “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on Pages 125 and 239, respectively, as well as other financial information
contained in this Draft Red Herring Prospectus. This Draft Red Herring Prospectus also contains “Forward-
Looking Statements” on Page 14 that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Draft Red Herring Prospectus. If any of the following risks
or other risks and uncertainties that are currently not known or are now deemed immaterial were to occur, our
business, results of operations and financial condition may suffer, and the price of the Equity Shares may decline
and the investors may lose all or part of their investment. The financial and other related implications of risks
concerned, wherever quantifiable have been disclosed in the risk factors mentioned below. However there are
risk factors where the effect is not quantifiable and hence has not been disclosed. In making an investment
decision, prospective investors must rely on their own examination of our Company and the terms of the Issue
including the merits and the risks involved.
In this section, unless the context requires otherwise, any reference to “Company”, “we”, “us” or “our” refers
to Pennar Engineered Building Systems Limited.
Unless otherwise indicated, all financial information included herein is based on our Restated Financial
Statements prepared in accordance with Indian GAAP, as per the requirements of the Companies Act, 2013 and
SEBI Regulation, included in this Draft Red Herring Prospectus beginning on Page 190.
Materiality:
The risk factors have been determined on the basis of their materiality. The following factors have been
considered for determining their materiality:
1. Some events may not be material individually but may be found material collectively.
2. Some events may have a material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may have material impacts in the future.
Internal Risk Factors
1. We are affected by the prices, availability and quality of our raw materials used in our production.
Steel is our key raw material, which we use for the manufacturing of our products. We use steel and its variants
such as hot rolled plates, galvanized steel coil sheets, sheeting coils, hot rolled sections, bought outs and other
consumables for our business. Typically, we do not enter into long term contracts with our suppliers and prices
for these raw materials are normally based on the quotes we receive from various suppliers. Upon receipt of
quotes from our suppliers, we issue purchase orders to the supplier which has quoted the least price. Ordinarily,
we agree for a delivery schedule between 3-8 weeks with our suppliers, depending on the size of the order. Any
unexpected price fluctuations after placement of orders, shortage, delay in delivery, quality defects, or any
factors beyond our control may result in an interruption in the supply of such materials which is critical to our
business. In the event that we fail to secure sufficient quantities of such raw materials from our suppliers at
acceptable quality and prices in a timely manner, our business, financial performance and cash flows may be
adversely affected.
In particular, we are vulnerable to the risk of rising/fluctuating steel prices, which are determined by demand and
supply conditions in the global and Indian markets as well as government policies. The average prices of steel -
long products according to Bloomberg over the last three fiscals of 2014, 2013 and 2012 has been ` 32,794 /MT,
` 32,923/MT and ` 32,217/MT respectively and the average price of steel long products from April 1, 201 to
February 28, 2015 is ` 33,699/MT.
The quality of raw materials delivered by suppliers engaged by us has a direct impact on the overall quality of
our pre-engineered buildings and the timeliness of our delivery to the customers. Although we generally ensure
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strict quality and process control measures for suppliers, we may be subject to potential claims against us by our
customers in case of any substandard materials provided by our suppliers. In such circumstances, our reputation
may suffer and our business may be adversely affected. In addition, our resources could be strained by any claim
which proceeds to litigation.
The cost of materials consumed by us accounted for an average of 66.42%, 64.56%, 64.93% and 66.11 % of our
total expenses for fiscals 2012, 2013, 2014 and the eight months ended November 30, 2014, respectively. Please
refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on Page 239 for more information on the cost of our steel purchases. Our contracts are negotiated
with our customers based on the price at which we purchase our raw materials, possible selling prices of our
products/services and our intended gross margins. Hence, we fix the prices of required materials at
approximately the same time as the contracts we sign with our customers so as to protect our gross margins.
Nevertheless, should there be any significant increases in steel prices, and we will be unable to pass on such
increases in prices to our customers or find alternative suppliers/sources of direct materials who are able to
supply us the raw materials at competitive prices, our business and financial performance will be adversely
affected.
2. The inability of our design and engineering team to design our product in an efficient manner may
lead to reduced margins.
Most of our contracts with our customers are on a lump-sum basis. During the execution of our contracts, our
design and engineering team designs the pre-engineered building, and on the basis of such design the tonnage of
the building is calculated. With greater access to technology, we expect our design and engineering team to
design a pre-engineered building with the least possible tonnage without compromising on the safety and
stability of the pre-engineered building. Any increase in the tonnage value of our pre-engineered buildings would
increase the amount of the steel to be used in such building, consequently increasing the cost of such building.
While we ensure that the quality of our design and engineering team is such that it designs the pre-engineered
buildings in the most efficient manner. However, there is no assurance that our competitors will not be able of
increase the designing efficiency of pre-engineered buildings by using latest, state of the art technology.
Any failure to design our pre-engineered buildings in the most efficient manner, would reduce our margins and
would materially and adversely affect our profitability. Also, ability of our competitors to design a pre-
engineered building in a manner which is more efficient than ours would give our competitor the ability to offer
attractive prices to the customers, without affecting their margins.
3. We are dependent on a few suppliers for our raw materials. We face contractual risks under our supply
contracts and the risk of failure by our suppliers for timely delivery of raw materials
Some of our major suppliers are JSW Steel Limited, JSW Steel Coated Products Limited, Tata Steel Limited,
Tata Bluescope Steel Limited, Uttam Galva Steels Limited, Sujana Metal Products Limited, Asian Paints PPG
Private Limited, Berger Paints India Limited and Kansai Nerolac Paints Limited. Most of the raw materials that
we use are heavy industries related and are of specialized nature and finding readymade substitute suppliers for
supplying the raw materials of exact specifications and on terms and conditions acceptable to us might not be
easy. Loss of any one or more of our suppliers may adversely impact our production and eventually our
profitability.
Our timely execution of our projects is dependent on timely supply and delivery of raw materials. We may face
the risk of our suppliers not being able to deliver on time and/or non-delivery of materials. In the event we are
unable to find an alternative supplier at a short notice, this may affect our obligations towards our customers.
Although, we maintain the inventory for some of our major raw materials, however, there may be instances
when we do not have a particular raw material in our inventory. Any such delay or failure by our supplier to
deliver the raw materials on time shall affect our obligations with our customers thereby adversely affecting our
financial performance and our operating cash flows.
The purchase orders we issue to our suppliers do not contain detailed terms and conditions for eventualities
where the supply is not done in accordance with the supply terms agreed with our suppliers. For instance, where
we have specified the delivery schedule to be 4 weeks from the date of the purchase order, our purchase order
does not specify the damages that we may levy on our suppliers in case the material is not delivered to us with 4
weeks. The purchase orders issued by us fail to adequately cover the liabilities of our Company. The purchase
orders do not provide for clauses relating to indemnification, liquidated damages, dispute resolution and
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termination. The loosely drafted purchase orders may have commercial implications on our Company in case of
a dispute with our suppliers. In the absence of a contractual basis for a liability, we may have to approach the
courts with relevant jurisdiction for enforcing our rights against our suppliers, which may lead to delays in
supply, strained relationship with our suppliers, protracted litigation and delays in our obligations with our
customers resulting in an adverse effect on our business, results of operations, financial condition and cash flows.
4. We depend on the performance by our building contractors for timely completion of our projects.
While undertaking our projects, we outsource the installation and other related works to building contractors,
who are pre-approved by us. Our building contractors are responsible for erection of our products at the
customers’ site while we have to maintain the overall responsibility for delivering the final products to our
customers. We may face the risk of our building contractors not being able to deliver on time and/or non-
delivery of equipment and services. In the event we are unable to find an alternative building contractor on a
short notice, our obligations towards our customers for timely completion of the project will be adversely
affected. In addition, should the building contractors default on their contractual obligations and work
specifications to us, we may not be able to perform our services for our customers in accordance with quality,
time-lines or specifications pre-agreed with the customer. Any default, non-performance or negligent act by our
building contractors may result in us defaulting on our obligations with our customers. Although, the work
orders we execute with our building contractors provide defects liability period for a period of 12 months and for
liquidated damages to a maximum extent of 5% of the contract price, however, it may not be sufficient to cover
our customers in case liquidated damages is imposed on us by our customers due to delays by our building
contractors. In case our customers choose to initiate action against us due to delays or defects in providing our
products, our financial performance and operating cash flows will be adversely affected.
5. We face significant competition in our business. An inability to compete effectively may lead to a lower
market share or reduced operating margins.
The pre-engineered building business in which we operate is currently new and fragmented in India and there are
few companies operating in this business. The pre-engineered building systems industry in India, although in its
nascent stages with a few players, is highly competitive. We face strong competition in the Indian market from
domestic as well as foreign companies. Some of our overseas competitors already operate in India through joint
ventures with local partners or have established independent operations in India. The global industry for pre-
engineered building systems is intensely competitive, and competition is likely to further intensify in light of
continuing globalization. Some of these global players may in the future consider expanding their business and
undertake their business in India including through partnerships and arrangements with our local competitors.
International competitors bring with them decades of international experience, global scale, advanced technology
and significant financial resources. The key factors affecting competition include cost of raw materials,
innovation and product development time, product quality and features, ability to control costs, pricing,
reliability, safety, customer service, pre-qualification criteria, execution management issues and financing terms.
There can be no assurance that we will be able to compete successfully with the global players and implement
our future strategies in a way that will mitigate the effects of increased competition from local and international
competitors.
6. We are subject to certain restrictive covenants in our financing arrangements which may limit our
operational and financial flexibility, and our future results of operations and financial condition may
be adversely affected if we fail to comply with these covenants.
Some of our financing agreements and debt arrangements set limits on or require us to obtain lender consents
before, among other things, undertaking certain projects, issuing new securities, changing our business, merging,
consolidating, selling significant assets or making certain acquisitions or investments. For instance, as per one of
our financing arrangements with SBI we have to obtain their prior written consent before changing or altering
our capital structure. Some of our lenders also have the right to nominate a director on our Board during the
subsistence of the credit facility. In addition, these restrictive covenants may also affect some of the rights of our
shareholders and our ability to pay dividends if we are in breach of our obligations under the applicable
financing agreement. For further information, see “Financial Indebtedness” beginning on Page 263.
Further, certain of our financing arrangements include covenants to maintain our total outside liabilities and total
net worth up to a certain limit and certain other liquidity ratios. We cannot assure prospective investors that such
covenants will not hinder our business development and growth in the future. In the event that we breach any of
these covenants, the outstanding amounts due under such financing agreements could become due and payable
18
immediately. A default under one of these financing agreements may also result in cross-defaults under other
financing agreements and result in the outstanding amounts under such financing agreements becoming due and
payable immediately. Defaults under one or more of the Company‘s financing agreements may limit our
flexibility in operating our business, which could have an adverse effect on our cash flows, business, results of
operations and financial condition. Such restrictive covenants may restrict our flexibility in managing our
business or projects and could in turn adversely affect our business and prospects.
We believe that our relationships with our lenders are good, and we have in the past obtained consents from
them to undertake various actions and have informed them of our corporate activities from time to time.
Compliance with the various terms of such financing arrangements, however, is subject to interpretation and
there can be no assurance that we have requested or received all relevant consents from our lenders as
contemplated under our financing arrangements. It may be possible for a lender to assert that we have not
complied with all applicable terms under our existing financing documents. Any failure to comply with the
requirement to obtain a consent, or other condition or covenant under our financing agreements that is not
waived by our lenders or is not otherwise cured by us, may lead to a termination of our credit facilities,
acceleration of all amounts due under such facilities and trigger cross default provisions under certain of our
other financing agreements, and may materially and adversely affect our ability to conduct our business and
operations or implement our business plans. We cannot assure that the budgeting of our working capital
requirements for a particular year will be accurate. There may be situations where we may under-budget for our
working capital requirements, in which case there may be delays in arranging the additional working capital
requirements, which may delay the execution of projects leading to loss of reputation, levy of liquidated
damages and an adverse effect on the cash flows. Further we cannot assure that we will have adequate funds at
all times to repay these credit facilities and may also be subject to demands for the payment of penal interest.
7. Delays or defaults in customer payments could adversely affect our financial condition.
We are exposed to payment delays and/or defaults by our customers and our financial position and financial
performance are dependent on the creditworthiness of our customers. Although, we require our customers to
make payment of certain percentage of the project cost as advance payment after signing of the purchase order /
contract, however sometimes we commit resources prior to receiving advances, progress related or other
payments from the customer in amounts sufficient to cover expenditures as they are incurred. Delays in customer
payments may require us to make a working capital investment and may also delay honoring of the letter of
credit facilities we have availed. If a customer defaults in making payments where we have devoted significant
resources or where we have invested significant resources is delayed, cancelled or does not proceed to
completion, it could have an adverse effect on our operating results. For the eight months period ending
November 30, 2014, fiscal ending March 31, 2014, 2013 and 2012 our trade receivables were ` 712.30 million, `
680.80 million, ` 633.60 million and ` 431.95 million, respectively, out of which, debts amounting to ` 335.75
million, ` 124.93 million, ` 167.10 million and ` 98.59 million were outstanding for a period exceeding six
months from the due date, out of which our management believes that ` 34.11 million, ` 20.35 million, ` 4.53
million and ` 4.88 million are doubtful trade receivables.
There is no guarantee on the timeliness of all or any part of our customers’ payments and whether they will be
able to fulfil their obligations, which may arise from their financial difficulties, cash flow difficulties,
deterioration in their business performance, or a downturn in the global economy. If such events or
circumstances occur, our financial performance and our operating cash flows may be adversely affected.
8. Our technology know how license arrangement with NCI Group, Inc. is on a non-exclusive basis
We have entered into a technical know-how license arrangement with NCI Group, Inc. (“NCI Group”) on
March 3, 2009 for manufacturing, distribution, marketing and sale of NCI Group’s Double Lok® roof system
along with all accessories and components directly related thereto. Pursuant to the terms of the license, NCI
Group has also authorised Bradbury Company, Inc., which manufactures the roll forming equipment and
corresponding proprietary tooling used for production of the Double Lok® roofing systems, to replicate one or
more of the roll forming equipment and corresponding proprietary tooling for us. The Double Lok® roof system
manufactured by us is 100% leak proof and is offered to customers desiring premium features as a part of ‘prime
build’ product offering.
Our license arrangement with NCI Group is on a non-exclusive, non-transferable basis with no right to sub-
license either the product or the mark. Hence, we cannot assure that we will be able to continue to provide the
Double Lok® roof system on an exclusive basis in India. In case any of our competitor enters into an
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arrangement with NCI Group for licensing the right to manufacture and sell the Double Lok® roof system, the
demand and sales of our ‘prime build’ products will be distributed amongst out competitors and our business,
financial performance and cash flows may be adversely affected.
9. We have in the past and may in the future incur additional costs or liquidated damages in the event of
disputes, claims, defects or delays
We may encounter disputes with our customers in relation to non-compliance with contract specifications,
defects in workmanship and materials used. There is no assurance that any future disputes and claims will not
result in protracted litigation, which may have a material and adverse impact on our financial performance.
We usually provide warranty periods for 12 months from the contractual delivery date along with a stability
warranty of 20 years for our pre-engineered buildings. During this period, we are required to rectify defects for
which we are responsible free of charge. If we are required to rectify defects during the warranty period which
result in substantial additional costs being borne by us, the profitability of the particular project will be reduced.
In the event that our customers suffer loss and damage due to the defects or delays, they may also claim against
us, thereby materially and adversely affecting our financial performance.
Contracts for our projects usually contain provisions for payment of liquidated damages by us in the event that
the hand-over of our projects is delayed. In the event that our projects are delayed, whether due to our fault or the
fault of our suppliers or sub-contractors, we may be liable to pay liquidated damages, which may be substantial
as they are calculated based on the period of delay. If such liquidated damages are significant, our financial
performance may be materially and adversely affected. Since our inception, our customers have levied liquidated
damages in six of our projects on account of delays due to delivery of materials and design/detailing delays. As
of February 28, 2015, the aggregate amount of liquidated damages paid by our Company amounts to ` 4.10
million. There is no assurance that we will not be subject to levy of liquidated damages by our customers in
future. Levy of liquidated damages on us or any liability that we will face as a result of the delays would
adversely affect our business prospects, financial condition and results of operations.
10. Defects in our products may increase its after sales cost or we may suffer losses on account of
replacements/ product recalls.
Despite testing of our products prior to dispatch, errors, defects or performance issues may occur in existing
installed products or new products. Since we provide a 20 year stability warranty for our pre-engineered
buildings, such defects may also cause us to incur significant support and repair costs under our purchase orders /
contracts. We may have to incur significant costs to address these defects. Also, the recurrence of these problems
may result in the delay or loss of market acceptance of our products, which may harm our business, market
reputation and financial condition.
We may also suffer losses on account of replacement of products in case they fail to perform for the duration
guaranteed by us or our customers, which in turn may lead to invocation of the performance guarantees
furnished by us. In addition to invocation of performance guarantees, such manufacturing defects would also
result in loss of our goodwill.
Additionally, defects, if any, in the Company's products could result in product recalls. This could in turn require
considerable resources in correcting problems and could adversely affect the demand for the Company's products.
Defects in products that arise from defective raw materials or other inputs supplied by external suppliers may or
may not be covered under warranties provided by them. If a supplier fails to meet quality standards, it could
expose the Company to the risk of product liability claims or delay the production schedule for the Company's
products. Any defects in products could also result in customer claims for damages. Furthermore, in defending
such claims, substantial costs may be incurred and adverse publicity generated. While the Company obtains
quality assurances from the suppliers, there can be no assurance that such assurances or warranties will be
successfully obtained or enforced. In the absence of such warranties, any product recalls would adversely affect
the Company's business, results of operations and financial condition.
11. Our continued success is dependent on our senior management and skilled manpower. Our inability to
attract and retain key personnel may have an adverse effect on our business prospects.
Our experienced senior management and Directors have had significant contribution to the growth of our
business, and our future success is dependent on the continued service of our senior management team. An
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inability to retain any key management personnel may have an adverse effect on our operations. Our ability to
execute orders and to obtain new clients also depends on our ability to attract, train, motivate and retain highly
skilled professionals, particularly at managerial levels. We continue to face challenges in recruiting suitably
skilled personnel, particularly as we continue to grow and diversify our operations. In particular, we may be
unable to compete with other larger companies for suitably skilled personnel due to their ability to provide more
competitive compensation and benefits. The loss of any of the members of our senior management team, our
whole time directors or other key personnel or an inability to manage the attrition levels in different employee
categories may materially and adversely impact our business, results of operations, financial condition and
growth prospects.
The success of our business is also dependent upon our ability to hire, retain, and utilize qualified personnel,
including engineers, designers, and corporate management professionals who have the required experience and
expertise. We also place extensive reliance on our design and engineering department which is critical to our
business as they design the buildings which are reviewed by our customers. From time to time, it may be
difficult to attract and retain qualified individuals with the expertise and in the timeframe demanded by our
clients, and we may not be able to satisfy the demand for our services because of our inability to successfully
hire and retain qualified personnel. We may be unable to compete with our competitors for such qualified
personnel because of more competitive salaries and benefits provided by them.
For every new product we expand into, we require suitably skilled personnel. Such skilled personnel may not be
available in the market or we may not be able to compete with competitors for such qualified personnel because
of more competitive salaries and benefits packages provided by them.
In addition, as some of our key personnel approach retirement age, we need to have appropriate succession plans
in place and to successfully implement such plans. If we cannot attract and retain qualified personnel or
effectively implement appropriate succession plans, it could have a material adverse impact on our business,
financial condition, and results of operations. Moreover, we may be unable to manage knowledge developed
internally, which may be lost in the event of our inability to retain employees.
12. If we are unable to borrow funds (including at short notice) to meet our working capital requirements,
there may be an adverse effect on our results of operations.
Our business requires a significant amount of working capital to finance the purchase of raw materials before
payments are received from customers. It is a practice in the industry in which we operate to provide letters of
credit, bank guarantees or performance guarantees in favour of customers to secure obligations under our
purchase orders / contracts. Although, presently our borrowings are significantly less, however, if in future we
are unable to provide sufficient collateral to secure the letters of credit, bank guarantees or performance bonds,
our ability to enter into new contracts could be limited. Providing security to obtain letters of credit, bank
guarantees and performance bonds increases our working capital needs and limits our ability to repatriate funds
or pay dividends. Although we tie up our working capital requirements with various banks in the beginning of
each financial year, however, such tie-ups may not be sufficient to meet our working capital requirements in
future, considering our expansion plans. Also we cannot assure you that the budgeting of our working capital
requirements for a particular year will be accurate. There may be situations where we may under-budget for our
working capital requirements, in which case there may be delays in arranging the additional working capital
requirements, which may delay the execution of projects leading to loss of reputation, levy of liquidated
damages and an adverse effect on the cash flows. Further, we may not be able to continue obtaining new letters
of credit, bank guarantees, and performance guarantees in sufficient quantities to meet our business requirements.
If we experience insufficient cash flows or are unable to borrow funds on a timely basis or at all to meet working
capital requirement, there may be an adverse effect on our results of operations. We may also be subject to
fluctuations of interest rates for our financing. If we are unable to secure financing at favourable rates for this
purpose, our ability to secure larger scale projects will be impeded and our growth and expansion plans will be
materially and adversely affected which in turn will materially and adversely affect our future financial
performance.
As at November 30, 2014, our long term and short term borrowings are ` 1.21 million and ` 328.42 million
respectively. Our indebtedness is secured by charges over immovable and movable properties and other
collaterals, receivables and bank accounts. If we are unable to repay or refinance our outstanding indebtedness,
or if we are unable to obtain additional financing on terms acceptable to us, we may be unable to implement our
growth strategy, and our business, prospects, financial condition and results of operations may be adversely
affected.
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13. Our customers may claim against us and/or terminate our services in whole or in part prematurely
should we fail to satisfy their requirements and expectations or for any other reason.
Our purchase orders with our customers for fabrication, supply and installation of pre-engineered buildings are
of standard form and usually inter-alia contain details relating to price, terms of payment, delivery schedule,
erection schedule, warranty terms and other standard terms and conditions. Any defect or malfunction in our
system designs, products and/or solutions, or failure to satisfy the requirements and expectations of our
customers, could lead to claims made against us and/or termination of our services in whole or in part. This may
arise from unsatisfactory design or workmanship, staff turnover and human errors. Further, as our system
designs, products and technology solutions are applied in the process of erection of the pre-engineered buildings,
if it is established that any damages in and/or loss of property, as well as personal injuries and/or death resulted
from defects in or malfunction of our products, we may be required to further compensate our customers and/or
victims for such loss, damages, personal injuries and/or death.
In addition, we may also be subject to potential liability from legal suits for any losses suffered by our customers
due to delay of delivery of our products or services. In the event that we are involved in any legal dispute or
court proceedings with our customers, our reputation will be adversely affected and we may have to spend a
significant amount of resources to defend ourselves, which may adversely affect our business, cash flows and
financial performance.
14. Projects included in our order book may be delayed, modified or cancelled, which could harm our cash
flow position, revenues and income.
Our Order Book status of ` 3,700.67 million as on February 28, 2015 may not necessarily indicate future income,
including as a result of unanticipated variations or scope or schedule adjustments, which could adversely affect
our results of operations. We cannot guarantee that the revenues anticipated in our order book will be realized, or,
if realized, will be realized on time or result in profits. In addition, for those contracts that do not provide for
guaranteed payments, it is possible that contracting parties may default on amounts owed. Any delay,
cancellation or payment default could harm our cash flows, revenues or earnings.
In addition, delays may also result from incomplete specifications or unanticipated difficulties in developing
customised solutions for our customers. Customers may also terminate their projects or contracts with us due to
changes in their business plans, insufficient funding or dissatisfaction with the progress.
The unanticipated termination of any projects or contracts in progress or any decisions by our customers not to
proceed with a contracted project may have a material adverse effect on our business, financial condition and
results of operations. Since our inception, we have delayed 12 projects due to reasons attributable to our
customers and 6 projects due to delays in procurement of materials and design / detailing delays. We cannot
assure that such delays and/or termination will not arise in future due to reasons attributable to us, and thereby
materially and adversely affect our business, financial condition and results of operations.
15. Our Company is involved in certain legal, regulatory and arbitration proceedings that, if determined
against us, may have an adverse effect on our business, financial condition and results of operations.
We are currently, and may in the future be, implicated in lawsuits in the ordinary course of our business,
including lawsuits and arbitrations involving compensation for loss due to various reasons including tax matters,
civil disputes, labour and service matters, statutory notices, regulatory petitions, consumer cases and other
matters. Litigation or arbitration could result in substantial costs to, and a diversion of effort by, us and/or subject
us to significant liabilities to third parties. There are various outstanding legal proceedings, including criminal
proceedings, writ petitions and labour related proceedings etc., against our Company pending at various levels of
adjudication before various courts, tribunals, authorities and appellate bodies in India. In addition we are subject
to risks of litigation including public interest litigation, contract, employment related, personal injury and
property damage.
We cannot provide any assurance that these legal proceedings will be decided in our favour. Any adverse
decision may have a significant effect on our business including the financial condition of our Company, delay
in implementation of our current or future project and results of operations. There can be no assurance that the
results of such legal proceedings will not materially harm our business, reputation or standing in the marketplace
or that we will be able to recover any losses incurred from third parties, regardless of whether we are at fault.
22
There can be no assurance that losses relating to litigation or arbitration will be covered by insurance, that any
such losses would not have a material adverse effect on the results of our operations or financial condition, or
that provisions made for litigation and arbitration related losses will be sufficient to cover our ultimate loss or
expenditure. Details of civil and criminal proceedings that have been initiated against our Company, our
Promoter, our Group Company and our Directors and the amounts claimed in these proceedings, to the extent
ascertainable, are set forth below:
(` in million)
S. Total amount involved
Name of entity/person Civil case Criminal case
No. (excluding deposits)
1. Our Company - - -
2. Our Promoter 5 - 5.13
3. Group Company - - -
4. Our Directors - - -
The details of civil and criminal cases filed by our Company, our Promoter, our Group Company and our
Directors are disclosed in the table below:
(` in million)
S.
Name of entity/person Civil case Criminal case Total amount involved
No.
1. Our Company 1 - 0.81
2. Our Promoter 8 4 98.23
3. Group Company - - -
4. Our Directors - - -
In addition, our Company is involved in 2 tax matters, 7 arbitration proceedings and a matter under the
Negotiable Instruments Act, 1881. Also, our Promoter is involved in 14 tax matters and 25 matters under the
Negotiable Instruments Act, 1881. For details, see “Outstanding Litigation and Defaults” on Page 269.
16. We are largely dependent on third-party transportation providers to transport and deliver raw materials
and final products to our sites. Any delay in the receipt of our raw material or final products may
adversely affect our business.
We typically use third-party transportation providers to transport and deliver most of our raw materials and final
product. Although, in our arrangement with the transporters we clearly specify that losses arising out of any
delay or damages to the product shall be to the account of the transporter, however, any disproportionate
damages on the transporter may not be enforceable in the courts and in such a case we shall be liable for the
losses incurred by our customer due to delay and/or damages to our products. Also, transportation strikes by
members of various trucker unions could in the future, have an adverse effect on our receipt of supplies, which,
in turn, could result in delays in completion of projects.
In addition, transportation costs have steadily increased in the past and continuing increases in transportation
costs may have an adverse effect on our business and results of operations.
17. We are dependent on third-party job workers for several ancillary jobs relating to our manufacturing
activities. Any delay in undertaking such ancillary jobs may adversely affect our business.
We typically use third-party job workers for undertaking ancillary activities for manufacturing our products
including punching, stabling, painting and shot blasting of our products. Although, in our arrangement with the
job works contractors we clearly specify that losses arising out of any delay or damages to the product shall be to
the account of the job workers, however, any disproportionate damages on the job works contractors may not be
enforceable in the courts and in such a case we shall be liable for the losses incurred by our customer due to
delay and/or damages to our products. Also, strikes by the job workers unions could in the future, have an
adverse effect on our receipt of supplies, which, in turn, could result in delays in completion of projects.
18. Our ability to expand in North America is limited due to our contractual arrangement
We have entered into a master services agreement with US based entities (“Counterparties”) in January 2013
for providing certain engineering related consulting services to the Counterparties. Pursuant to the terms of the
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master services agreement, we committed to a non-compete arrangement with the Counterparties for not
competing with the Counterparties in any manner in North America during the term of the master services
agreement and one year thereafter. The construct of the non compete provisions suggest that we cannot provide
engineering and design services or provide pre-engineered building solutions to any entity in North America on
our own till the currency of the master services agreement and one year thereafter. Although, presently, we do
not intend to do an overseas expansion in North America, however, our ability to expand overseas would be
restricted in the future.
19. Our business requires us to obtain and renew certain licenses and permits from government,
regulatory authorities and other national/ international corporations and the failure to obtain or renew
them in a timely manner may adversely affect our business operations.
Our business requires us to obtain and renew from time to time, certain approvals, licenses, registrations and
permits, some of which have expired and for which we have either made or are in the process of making an
application for obtaining the approval or its renewal. In addition, we require certain approvals, licenses,
registrations and permissions under various regulations, guidelines, circulars and statutes regulated by authorities
such as the Government of India, the State Governments and certain other regulatory and government authorities,
for operating our business. In particular, we are required to obtain certificate of registrations for carrying on
certain of our business activities from the Government of India, the State Governments and other such regulatory
authorities that are subject to numerous conditions. If we fail to maintain such registrations and licenses or
comply with applicable conditions, our certificate of registration for carrying on a particular activity may be
suspended and/or cancelled and we will not then be able to carry on such activity. This could materially and
adversely affect our business, financial condition and results of operations.
For example, we have been granted a license to establish a purely export oriented unit from the Software
Technology Parks of India through which we avail certain facilities as provided in the Software Technology
Parks Scheme under the Foreign Trade Policy (2004-2009). Further, we cannot assure that the approvals,
licenses, registrations and permits issued to us would not be suspended or revoked in the event of non-
compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action,
which in turn could materially and adversely affect our business, financial condition and results of operations.
We have also obtained a license from the NCI Group, Inc., under which we have been granted the non-exclusive
right to manufacture, distribute, market and sell the facsimile of the Double Lok® roof system and all
components and accessories related to it and certain other rights and privileges. This license is subject to certain
terms and conditions which, if not adhered to could result in the revocation/ cancellation of this license which
could materially and adversely affect our business, financial condition and results of operations.
We, our customers and the developers of the projects we are engaged on, may require various regulatory
approvals, sanctions, licenses, registrations and permissions including environmental clearances in connection
with our operations and the various project development activities involved in such projects. We or our
customers may face significant uncertainties due to various factors in obtaining or maintaining such approvals. If
such approvals are not obtained in a timely manner or at all, there may be a material adverse effect on various
project development activities, including our operations, thereby adversely affecting our results of operations and
financial condition. Furthermore, our government approvals and licenses are subject to numerous conditions,
some of which are onerous and require us to incur substantial expenditures. If we fail to comply or a regulator
alleges that we have not complied with these conditions, our business, prospects, financial condition and results
of operations may be adversely affected. While we typically apply for the renewal of any existing regulatory
approvals prior to their expiry dates, there can be no assurance that we will receive such renewal in time or at all.
We have applied for the following regulatory approvals that have not been received as of the date of this Draft
Red Herring Prospectus:
Concerned Authority Approval/ Consent Status

Registration of the trademark “PEBS Pennar” in
The Register of Trade Marks, Chennai Class 6, 37 and 42, under Section 18 (2) of the Trade Pending
Marks Act, 1999
Registration of its trademark image in Class 6, 37
The Register of Trade Marks, Chennai and 42, under Section 18 (2) of the Trade Marks Act, Pending
1999
24
We cannot assure you that we will be able to obtain approvals in respect of such applications or any application
made by us in the future. Further, while we believe that we have paid all necessary dues for maintaining such
approvals and applications, we cannot assure that the same will be maintained in future. In the event that we are
unable to obtain such approvals in a timely manner or at all, our business operations may be adversely affected.
For more information about the licenses and registrations obtained and pending applications, see the section
titled “Government Approvals” beginning on Page 289.
20. Our inability to effectively manage project execution and milestone schedules may lead to project
delays which may adversely affect our business and results of operations.
Our business is dependent on our ability to effectively manage the execution of our projects. An inability to
effectively manage our operations, including ineffective or inefficient project management procedures could
increase our costs and expenses, result in project delays and thereby materially and adversely affect our
profitability. Further our purchase order / contracts typically provide specified milestones to be achieved within a
specific timeframe, and we may be liable to our clients for any failure to meet such project milestones within the
stipulated schedule in accordance with the terms of the relevant purchase order / contract. The effectiveness of
our project management processes and our ability to execute projects in a timely manner may be affected by
various factors, including:
 delays in receipt of work schedules and engineering inputs, approvals and decisions required from the client;
 delays in delivery of raw materials, components or equipment;
 changes to project plans and process requirements;
 delays due to interface issues;
 delays in performance by the sub-contractors;
 delays due to environmental considerations;
 delays due to non-availability of land;
 onsite accidents and accidents during delivery and installation of our products;
 delays in transportation of building components;
 unavailability of skilled and unskilled labour;
 local strikes, work stoppages and curfews by political parties;
 adverse weather conditions; and
 adverse changes to the relevant legal, regulatory or tax regimes.
Further if a project is delayed our customers may invoke the bank guarantees that we have provided in
connection with the performance of the project or retain our security deposits as compensation for such damages.
Such factors would have an adverse effect on our results of operations and financial condition.
21. The nature of our business exposes us to potential liability claims and contract disputes which may
reduce our profits.
We engage in activities for facilities where design, construction or systems failures can result in injury or
damage to third parties. In addition, the nature of our business results in customers, subcontractors and vendors
occasionally presenting claims against us for recovery of cost they incurred in excess of what they expected to
incur, or for which they believe they are not contractually liable. We may in the future be named as a defendant
in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects
or other matters. These claims generally arise in the normal course of our business. If it is determined that we are
liable, we may not be covered by insurance or, if covered, the amount of these liabilities may exceed our policy
limits. Even where insurance is maintained for such exposure, the policies have deductibles resulting in our
assuming exposure for a layer of coverage with respect to any such claims. Any liability not covered by our
insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could
result in losses for us, and reduce our cash available for operations.
22. Our operations are dependent on a large pool of contract labour and an inability to access adequate
contract labour at reasonable costs may adversely affect our business prospects and results of
operations. Furthermore, in case the Industrial Court or Tribunal directs us to absorb the contract
labour on our payroll, the profits of our Company will be affected to that extent.
Our operations are significantly dependent on access to a large pool of contract labor for our manufacturing
25
facility and the execution of our projects. As of February 28, 2015, while we had 404 permanent full time
employees, we also employed around 687 contract labours. The number of contract labourers employed by us
varies from time to time based on the nature and extent of work we are involved in. Our dependence on such
contract labor may result in significant risks for our operations, relating to the availability and skill of such
contract laborers, as well as contingencies affecting availability of such contract labor during peak periods. There
can be no assurance that we will have adequate access to skilled workmen at reasonable rates. As a result, we
may be required to incur additional costs to ensure timely execution of our projects.
The utilization of our workforce is affected by a variety of factors including our ability to forecast our project
schedules and contract labour requirements, and our ability to transition employees from completed projects to
new projects or between projects. While our forecasts and estimates are based upon our experience and historical
costs, such estimates may be unreliable. The uncertainty of contract award timing can present difficulties in
mobilizing contract labour based on the contract requirements and our expenses towards contract labour may
also increase.
Also, on an application made by contract labourers, an Industrial court or Tribunal may direct that the contract
labourers are required to be regularized or absorbed by our Company. Further, the State Government may
prohibit employment of contract labour. If either of the above should occur, we may be required to induct such
labourers on our payroll, as employees which may result in increased expenses. Further, even though we have
obtained all necessary approvals as required under the statutes there can be no assurance that we may continue to
hold such permits, licenses or approvals in the time-frame anticipated by it or at all. Such non-issuance or non-
renewal may result in the interruption of our operations and may have a material adverse effect on our business,
financial condition and future results of operations.
Furthermore, all contract labourers engaged in our projects are assured minimum wages that are fixed by the
relevant State governments, and any increase in such minimum wages payable may adversely affect our results
of operations.
23. We may not be able to secure new contracts and/or customers
A substantial part of our business is project-based and non-recurring. We therefore have to continuously and
consistently secure new customers and projects. While executing our projects we need to ensure that our
products are the best value for money product that is available in the market. For making our products to have
the best value for money product, while ensuring that we make sufficient margins from the sale of our products,
we have to ensure that our designs, the functioning of our teams and the after sales services are most efficient
when compared with those of our competitors. For instance, during the execution of our contracts, our design
and engineering team designs the pre-engineered building, and on the basis of such design the tonnage of the
building is calculated. With greater access to technology, we expect our design and engineering team to design a
pre-engineered building with the least possible tonnage without compromising on the safety and stability of the
pre-engineered building. Any increase in the tonnage value of our pre-engineered buildings would increase the
amount of the steel to be used in such building, consequently increasing the cost of such building. There is no
assurance that our competitors will not be able of increase the designing efficiency of pre-engineered buildings
by using latest, state of the art technology.
There is no assurance that we will be able to provide our products to the customers in the most efficient manner
resulting in securing new customers and projects. Executing profits with lower margins also affects our
profitability. As such, our profitability and financial performance will depend on our ability to secure new
projects that are profitable on a regular basis. If we are unable to do so for any reason, our profitability and
financial performance will be materially and adversely affected.
24. The trademarks being used by us for our business are not registered and our inability to obtain this
registration may adversely affect our competitive business position. Our inability to protect or use our
intellectual property rights may adversely affect our business.
In January 2015, we have filed applications for the registration of (i) words “PEBS Pennar” under classes 6, 37
and 42; and (ii) PEBS Pennar logo under classes 6, 37 and 42. For further details, see the sub-section titled “Our
Business – Intellectual Property” on Page 144. However, this registration has not yet been granted as on the date
of this Draft Red Herring Prospectus. In the absence of such protection, we may not be able to prevent
infringement of our trademark and a passing off action may not provide sufficient protection until such time that
this registration is granted.
26
If our unregistered trademark is registered in favour of a third party, we may not be able to claim registered
ownership of the trademark and consequently, we may be unable to seek remedies for infringement of this
trademark by third parties other than relief against passing off by other entities. Further, we may become subject
to claims by third parties if we use the trademark in breach of any intellectual property rights registered by such
third parties. Any legal proceedings pursuant to such claims, or settlements thereunder, may divert management
attention and require us to pay financial compensation to such third parties. Our inability to obtain or maintain
these registrations may adversely affect our competitive business position. This may affect our brand value and
consequently our business.
25. Failure to recover adequately on claims against project owners for payment could have a material
adverse effect on us.
We occasionally bring claims against project owners for additional cost exceeding the contract price or for
amounts not included in the original contract price. These types of claims occur due to matters such as owner-
caused delays or changes from the initial project scope, which result in additional cost, both direct and indirect.
Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is often difficult to
accurately predict when these claims will be fully resolved. When these types of events occur and unresolved
claims are pending, we may invest additional working capital in projects to cover cost overruns pending the
resolution of the relevant claims. A failure to promptly recover on these types of claims could have a material
adverse impact on our liquidity and financial results.
26. Invocation of our outstanding guarantees issued in relation to any one of our projects could adversely
affect our financial condition.
Generally we take advance payments from our customers after furnishing advance guarantees and our
performance under the purchase orders / contracts are secured by performance guarantees. As of February 28,
2015, we have issued advance payment guarantee and performance bank guarantee amounting to ` 711.75
million of which guarantees amounting to ` 168.96 million, ` 165.67 million and ` 377.12 million are
outstanding with Yes Bank Limited, Axis Bank Limited and State Bank of India respectively. A call on one or
more of these guarantees or drawdown on letters of credit could adversely affect our banking relationships along
with an adverse effect on our financial results.
27. We could be adversely affected if we fail to keep pace with technical and technological developments.
Our recent experience indicates that clients are increasingly developing larger, more technically complex
projects, particularly in the renewable energy industry and infrastructure sector. We are also entering into new
markets and expanding into unexplored technologies. To meet our clients’ needs, we must continuously update
existing, and develop new technology for our engineering and construction services. In addition, rapid and
frequent technology and market demand changes can often render existing technologies obsolete, requiring
substantial new capital expenditures and/or write downs of assets. Our failure to anticipate or to respond
adequately to changing technical, market demands and/or client requirements could adversely affect our business
and financial results. In order to further develop and implement these new technologies we may have to invest
large amount of capital which may have an adverse impact on our cash position.
28. We may not achieve the benefits we expect from future acquisitions and business partnerships, which
may have an adverse effect on our profitability and ability to manage our business prospects.
We may fail to identify or secure suitable acquisition or investment opportunities or our competitors may
capitalise on such opportunities before we do. Moreover, identifying such opportunities could demand
substantial management time and resources, and negotiating and financing acquisitions and establishing business
partnerships might involve significant costs and uncertainties. If we fail to successfully source, execute and
integrate acquisitions and investments in the future, our overall growth may be impaired, and our business
operations, financial performance and prospects may be materially and adversely affected.
We may enter markets where we have limited or no experience, where our brand may be less recognised and
where we may be exposed to risks separate and distinct from those we face in our existing operations. We may
be unable to achieve and maintain a competitive cost structure similar to our existing operations. Our sales and
marketing network may not be successful in promoting our brand and generating sufficient demand for our
products and services in other markets. Furthermore, in new markets we may fail to anticipate conditions that are
27
different from those in our existing markets. These conditions may make it difficult or impossible for us to
effectively operate in these markets. If our expansion efforts in existing and new markets are unsuccessful, our
profitability and prospects may be materially and adversely affected.
Any future expansion or investment may expose us to additional risks, including, among other things, business
or legal issues not discovered in our due diligence process, such as hidden liabilities and legal contingencies;
diversion of our resources from existing business operations during the acquisition and integration process; legal
and regulatory requirements that may render an investment more costly or subject to greater operating, legal,
political or other risks or that prevent, limit or delay potential investments; failure to effectively integrate
acquired assets and talent into our corporate structure and culture; and failure to realise the synergies expected
from the acquisitions or business partnerships.
29. There is no assurance that our expansion and existing plans will be successful
As described in the sub- section titled “Our Business - Our Business Strategy” and “Objects of the Issue- Details
of the Objects of Fresh Issue- Procurement of infrastructure of our design and engineering services” on Pages
129 and 96 respectively, our growth strategies involve the increase of the scale of our operations. These
expansion and existing plans will result in additional costs of investment in fixed assets and new equipment as
well as additional working capital requirements. In the event that we fail to achieve a sufficient level of revenue
or manage our costs efficiently, our future financial performance may be materially and adversely affected.
30. We may be affected by the level of business activities and financial performance of our customers, in
particular our major customers
Our financial results are affected by the level of business activities of our customers, and their financial
performance, which in turn is affected by the general shifts in economic conditions, level of economic activities
in the industries and markets that they serve, the demands for their products as well as the cost of their products
affected by fluctuations in the prices of their raw materials. This is particularly so for our major customers as
they contribute to a large portion of our revenue. For example, the revenue contribution from our 5 major
customers in fiscal 2014 was 53.72% of revenue from operations in aggregate.
In addition, the business activities and financial performance of our customers are affected by the applicable
laws and regulations applicable to their respective industries, such as environmental protection measures,
including the policies and procedures established by local authorities designed for the implementation of such
laws and regulations. We cannot assure you that our customers have been able to comply or are able to continue
to comply with all the relevant applicable laws, regulations and measures. Further, there is no assurance that the
current Indian laws and regulations will not be changed in the future. In the event that our customers are unable
to comply with such laws and regulations, penalties such as fines or suspension of business may be imposed on
them.
Therefore, a change or decline in the level of business activities of our customers, or deterioration of their
financial performance or positions may result in our customers undertaking less production capacity
expansion/capital expenditure projects and therefore requiring less of our products and services, or delay and/or
cancellation of the projects they have awarded to us, which could have a material adverse effect on our business,
revenues, cash flows and financial performance.
31. Our Promoter, PIL was in the past registered as a sick industrial unit under the BIFR and certain
disciplinary action have been initiated by SEBI against our Promoter.
The net worth of PIL was eroded as on June 30, 2002 and PIL made a reference to the BIFR as per the
provisions of the SICA and was registered as a sick company vide registration number 87/2003 pursuant to
which PIL was also undergoing CDR. PIL was subsequently de-registered from the purview of the SICA as its
net worth turned positive in 2005-06. Pursuant to the meeting of the CDR EG on June 30, 2007, PIL was exited
from the CDR mechanism.
Further, a consent order (CO/DRA II/857/89/2008) dated November 5, 2008 (“Consent Order”) was issued by
SEBI in relation to the consent application no. 857/2008 dated July 22, 2008 wherein PIL had asked for the
settlement of the enforcement actions that may have been initiated by the SEBI for considerable delay in
disclosing the shareholding pattern for the year 1997 and the years 1998 to 2004 required to be made under the
provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Through the
28
Consent Order, SEBI has asked PIL to pay ₹ 325,000 as settlement charges and ₹ 100,000 as administrative
charges. PIL has made the required payments. For more detail please refer to section titled “Outstanding
Litigation and Defaults” on Page 279. There is no assurance that similar actions are not initiated against our
Promoter in the future by any regulatory authority and any such actions initiated would have an adverse impact
on the reputation and the financial position of our Company.
32. Our Promoter, PIL has pending investor grievances.
As of March 25, 2015, PIL has three investor grievances which are pending resolution. The pending investor
grievances are in relation to change of address and revalidation of warrants. As a part of the investor grievance
mechanism, PIL tracks the grievance from the website of its registrar on a daily basis. The grievances along with
the entire text is uploaded on the registrar’s website along with the response date. Further, the investors
grievances are sent to PIL on the e-mail id of the compliance officer of PIL. There is no assurance that PIL will
not have investor grievances in future.
33. Labour disputes could affect our operations.
Our operations depend upon the productivity of our labour force. Our labour force is employed in our
manufacturing facility. Additionally, we also recruit labour resources required for our manufacturing and other
ancillary activities such as house-keeping, gardening, security etc. While we generally have good relations with
our employees, there can be no assurance that there will not be any major labour related dispute in the future. In
the event of any labour dispute, our operations and results of operations could be adversely affected.
The workmen of our Company have formed a trade union in January 2014 under the name and style of ‘PEBS
Pennar Employees Union’ and the same is registered with Deputy Registrar of Trade Unions and Deputy
Commissioner of Labour, Medak District, Telangana. The trade union is affiliated to Centre of India Trade
Unions. If some or all of our employees create trouble or if we experience unrest or slowdowns, it may become
difficult for us to maintain flexible labour policies and we may experience increased wage costs and employee
numbers. We also depend on third party contractors for the provisions of various services associated with our
business. We are dependent on these subcontractors and third parties, and if they experience disruptions related
to their work force, including strikes and work stoppages, those disruptions may have an adverse effect on our
business and results of operations. We cannot assure you that labour, whether hired through subcontracts, third
parties or directly, will continue to be available at reasonable rates including the areas where we execute our
projects. As a result, we may be required to mobilize additional resources at a greater cost to us to ensure the
adequate performance and delivery of agreed services.
34. Our Design and Engineering Services has contributed to less than 25% of our revenues from
operations in the last three fiscal years.
We started our design and engineering services business in fiscal 2013 by entering into a design services out-
sourcing agreement with a US based entity engaged in business similar to ours, pursuant to which we offer our
design and engineering services to them by using their software for manufacturing of pre-engineered buildings
for their overseas customers. We propose to utilise a part of the Net Proceeds for the expansion of our design and
engineering services and for that purpose, we propose to increase the strength of our design and engineering
team, invest in IT hardware, purchase engineering and design software and related fixtures and furniture.
We have limited experience in design and engineering services. Accordingly, we may be subject to risks
associated with expansion of the design and engineering services:
 our ability to hire and retain skilled personnel;
 our ability to adapt to changes in technology;
 the future competitive environment for this industry in India;
 adverse developments in the area surrounding our operations;
 the diversion of our management's attention from our existing businesses.
Furthermore, if we are unsuccessful in the expansion of the design and engineering services, our business,
reputation, financial condition, cash flows and results of operation may be adversely affected.
29
35. An inability to manage our growth could disrupt our business and reduce our profitability.
We have experienced continuous growth in the preceding years. We expect our business to grow as a result of
our plans to expand further into north India and internationally. We expect any growth in our business to place
additional demands on us and require us to continuously evolve and improve our operational, financial and
internal controls across the organization. In particular, continued expansion increases the challenges involved in:
(i) maintaining high levels of client satisfaction;
(ii) recruiting, training and retaining sufficient skilled management, technical and marketing personnel;
(iii) adhering to health, safety and environment and quality and process execution standards that meet client
expectations;
(iv) preserving a uniform culture, values and work environment in operations within and outside India; and
(v) developing and improving our internal administrative infrastructure, particularly our financial, operational,
communications and other internal systems.
In addition, we have identified several growth plans as set out in the sub-section titled “Our Business- Our
Business Strategy” on Page 129. Our ability to implement our business plans depends on, inter alia, global
economic conditions, our capital resources, our R&D capabilities for new products and technology solutions, our
ability to commercially realise the R&D results, our ability to obtain any necessary government or regulatory
approval or licenses, and the availability of management, financial and other resources.
The success of our business will depend greatly on our ability to implement our business and strategies
effectively. Even if we have successfully executed our business strategies in the past, there can be no assurance
that we will be able to execute our strategies on time and within the estimated budget, or that we will meet the
expectations of targeted customers. We expect our strategies to place significant demands on our management
and other resources and require us to continue developing and improving our financial, operating and other
internal controls. Our inability to manage our business and strategies could have an adverse effect on our
business, financial condition and profitability. For details regarding our business strategies, see sub-section titled
“Our Business-Our Business Strategy” on Page 129.
In fiscal 2012, 2013, 2014 and the eight months ended November, 2014, revenues from operations (net) were ₹
2,458.55 million, ₹ 2,869.95 million, ₹ 3,643.29 million and ₹ 2,353.95 million, respectively. We may not be
able to grow at a rate comparable to our growth in the past, either in terms of revenue or net profit. If we fail to
effectively implement strategies to manage our growth and successfully manage our expansion, we may
encounter operational and financial difficulties which would in turn adversely affect our business, cash flows and
financial performance.
36. We have only one manufacturing facility.
Our manufacturing facility is located at Anakapalli, Chandapur Village, Sadashivpet Mandal, Medak District in
the State of Telangana on the Hyderabad-Mumbai National Highway (NH-9). As a result, any local social unrest,
natural disaster or breakdown of services and utilities in that area could have material adverse effect on the
business, financial position and results of our operations. Our manufacturing facility is subject to operating risks,
such as the breakdown or failure of equipment, power supply or processes, performance below expected levels
of output, efficiency, obsolescence, labour disputes, strikes, lock-outs, non-availability of services of our external
contractors etc. In the event that we are forced to shut down our manufacturing facility for a significant period of
time, it would have a material adverse effect on our earnings, our other results of operations and our financial
condition as a whole.
Further, continuous addition of industries in and around our manufacturing facility without commensurate
growth of its infrastructural facilities may put pressure on the existing infrastructure therein, which may affect
our business. Further, spiralling cost of living around our manufacturing facility may push our manpower costs
in the upward direction, which may reduce our margin and cost competitiveness
37. Some of the reports referred to in this Draft Red Herring Prospectus were commissioned by us.
30
We have obtained certain market data, industry forecasts and data used throughout this Draft Red Herring
Prospectus from internal surveys, market research and publicly-available industry, Government and research
information, publications and websites. We have also commissioned the CARE Report, 2015 which may not be
publicly available. Industry publications generally state that the information contained therein has been obtained
from sources believed to be reliable, but that the accuracy and completeness of the information is not guaranteed.
Similarly, while we believe these industry forecasts and market research to be reliable, we have not
independently verified this information and do not make any representation as to the accuracy of this information.
Therefore, in discussions of matters relating to India, its economy and our industry in this Draft Red Herring
Prospectus, the statistical and other data upon which such discussions are based may be incomplete or unreliable.
In addition, internal company reports have not been verified by independent sources and may be incomplete or
unreliable.
38. Our Directors, and certain Key Management Personnel hold Equity Shares or stock options in our
Company and are therefore interested in the Company's performance in addition to their remuneration
and reimbursement of expenses.
Certain of our Directors and Key Management Personnel are interested in our Company, in addition to regular
remuneration or benefits and reimbursement of expenses, to the extent of their shareholding in our Company.
There can be no assurance that our Key Management Personnel will exercise their rights as shareholders to the
benefit and best interest of our Company. Our Promoters will continue to exercise significant control over us,
including being able to control the composition of our Board of Directors and determine decisions requiring
simple or special majority voting of shareholders, and our other shareholders may be unable to affect the
outcome of such voting. Our Directors and our Key Management Personnel may take or block actions with
respect to our business which may conflict with the best interests of the Company or that of minority
shareholders.
39. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash
flows, working capital requirements and capital expenditures.
The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition,
cash flows, working capital requirements and capital expenditures. There can be no assurance that we will be
able to pay dividends. Additionally, we may be restricted by the terms of our existing or future debt financing to
make dividend payments only after a certain time period as will be agreed with the lenders.
40. The interests of our Directors and key management personnel may cause conflicts of interest in the
ordinary course of our business.
Conflicts may arise in the ordinary course of decision-making by our Board. Some of our Directors and key
management personnel may also be on the board of directors of certain companies engaged in businesses similar
to or complementary to or supplementary to our business including that of the businesses of our Promoter. In
accordance with the procedure laid down in the Companies Act, our Directors and key management personnel
are required to disclose any conflict of interest to our Board, following which they are allowed to participate in
any discussions concerning the matters tabled before our Board. Further, certain of our Directors and key
management personnel also hold Equity Shares and are interested to the extent of any dividend payable to them
in respect of the same. For details, see the section titled “Capital Structure– Details of Equity Shares held by our
Directors, Key Management Personnel and directors of our Promoter company” on Page 90. There is no
assurance that our Directors and/or our key management personnel will not provide competitive services or
otherwise compete in business lines in which we are already present or will enter into in the future.
41. We have certain contingent liabilities and our financial condition and profitability may be adversely
affected if any of these contingent liabilities materialize.
As of November 30, 2014, our contingent liabilities and commitments (to the extent not provided for) as
disclosed in the notes to our Restated Financial Statements aggregated to ` 18.81 million. The following table
sets forth certain information relating to our contingent liabilities as of November 30, 2014 and for fiscals 2014,
2013 and 2012:
(` In million)
Particulars As at November As at March 31,
30, 2014 2014 2013 2012
(i) Contingent liabilities and commitments (to
31
Particulars As at November As at March 31,
30, 2014 2014 2013 2012
the extent not provided for)
Estimated amount of contracts remaining to be
executed on capital account and not provided 5.35 1.70 2.35 31.92
for Tangible assets
(ii) Contingent Liability
Entity is providing leak proof warranty for
a) customers who opt for Double lock roofing - - - -
system.
Dividend on compulsory convertible preference
b) 13.43 7.96 2.49 -
shares
c) Disputed excise duty liability for which the

0.03 - - -
company preferred appeal
If any of these contingent liabilities materialize, our results of operations and financial condition may be
adversely affected. For further details of contingent liability, see the section titled “Financial Statements” on
Page 202. Furthermore, there can be no assurance that we will not incur similar or increased levels of contingent
liabilities in the future.
42. Our Company has experienced negative cash flow in prior periods and may continue to do so in the
future, which could have a material adverse effect on our business, prospects, financial condition, cash
flows and results of operations.
Our Company has experienced negative net cash flow in operating activities in the past, the details of which are
provided below:
(` in million)
Particulars For the fiscal year ended March 31

2010 2011 2012 2013 2014 November
30, 2014
Net cash flows
from / (used in) (193.05) 35.99 136.64 337.50 190.13 (198.30)
operating activities
Although we have historically experienced positive net cash flow from operating activities, we have in the past
experienced negative net cash flow after taking into account investing activities and financing activities. We may
continue to experience losses in the future which may have a material adverse effect on our business, prospects,
results of operations, cash flows and financial condition.
43. A disruption in the supply of utilities due to reasons outside our control would disrupt our operations
The facility where we carry out our manufacturing activities is located at Ankanapalli, Chandapur Village,
Sadashivpet Mandal, Medak District in the State of Telangana on the Hyderabad-Mumbai National Highway
(NH-9). We utilise substantial amounts of power and water as part of our manufacturing process. Supply
shortages, interruptions and/or disruptions in this regard, whether arising from controlled or uncontrolled
elements, such as natural forces or governmental actions, will substantially affect our operations. Although we
maintain power back-ups and insurances for such incidents, the power back-up and the insured amount may not
be sufficient to cover losses, damages and liabilities arising therefrom, and any such incidents may thereby
materially and adversely affect our business operations and financial performance. Also, notwithstanding that we
have not experienced any such power and water supply shortages, interruptions and/or disruptions since we
began operations in 2009, there is no assurance they will not arise in future, and thereby materially and adversely
affect our business operations and financial performance.
Although, we have obtained all necessary regulatory approvals and also installed DG sets for unhindered supply
of utilities like the electricity and water supply, any disruption in supply or the occurrence of fire, flood or other
calamities at our factory may result in significant damage to such manufacturing facilities. The occurrence of any
of the above events may cause us to stop, suspend or curtail our production process and we may not be able to
32
deliver our products to our customers on a timely basis, which may have a material adverse effect on our
Business. While we maintain insurance policies covering losses in respect of damage to our properties and
machinery, we cannot assure you that our insurance would be sufficient to cover all of our potential losses.
44. We have issued equity shares in the last 12 months at a price that may be lower than the Issue Price
We have issued equity shares in the last 12 months at a price that may be lower than the Issue Price, the details
of which are as follows:
S. No. Name of Person Date of Number Issue price Whether part Reason
allotment of the (`) of Promoter
Equity Group
Shares
1. Zephyr Peacock India March 16, 1,844,064 58.17 No Conversion of
Fund III Limited 2015 CCPS into Equity
Shares
2. Zephyr Peacock India March 16, 828,427 58.17 No Conversion of
III Fund 2015 CCPS into Equity
Shares
TOTAL 2,672,491
For further details, see “Capital Structure” on Page 82.
45. Our information technology systems may be vulnerable to security breaches, piracy and hacking
leading to disruption in services to our customers.
We use various engineering software packages for design and engineering applications related to our projects.
We also use advanced software for project management, document management, database and payroll. We have
successfully implemented Oracle ERP system which enables us to maintain effective system controls and real
time monitoring of our projects. Our information technology systems, specifically our software may be
vulnerable to computer viruses, piracy, hacking or similar disruptive problems. Computer viruses or problems
caused by third parties could lead to disruptions in our services to our customers. Moreover, we may not operate
an adequate disaster recovery system. Fixing such problems caused by computer viruses or security breaches
may require interruptions, delays or temporary suspension of our services, which could adversely affect our
operations. Breaches of our information technology systems may result in unauthorized access to confidential
information. Such breaches of our information technology systems may require us to incur further expenditure to
put in place advanced security systems to prevent any unauthorised access to our networks.
46. The deployment of funds for the Objects of the Issue is at the discretion of our Board. Pending
utilization for the purposes described therein, our Company may temporarily invest funds from the Net
Proceeds.
We intend to use the net proceeds of the Issue as described in the chapter titled "Objects of the Issue" on Page 93.
Our management may determine that it is appropriate to revise our estimated costs, fund requirements and
deployment schedule owing to external factors that may not be within the control of our management.
We intend to apply the proceeds that we receive from the Issue, towards the expansion of our design and
engineering services and repayment / pre-payment of our working capital loans. Further, pending utilization of
the net proceeds of the Issue and other financings, we intend to invest such net proceeds in interest-bearing liquid
instruments, including money market mutual funds, bank deposits with banks and principal protected funds,
derivative linked debt instruments, other fixed and variable return instruments, listed debt instruments and rated
debentures as approved by our Board of Directors, Audit Committee or any other duly authorized committee
thereof.
47. The success of our business is dependent on various project management and other operating
procedures developed by us which know-how cannot be protected under any particular intellectual
property right regime. Further, our customers’ and our own technical know-how or other confidential
information may be misappropriated by our employees in violation of applicable confidentiality
agreements.
33
We have since our inception developed expertise and know how relating to various management and operating
methodologies and procedures, which are utilized by us in executing our projects in an efficient manner within
the completion schedules specified by our customers. For further details please refer to sub-section titled “Our
Business – Project Execution Process” on Page 134. We believe that this know-how provides us with a
significant competitive advantage. However, such expert knowhow cannot be protected under any particular
intellectual property right regime. In order to help maintain the confidentiality of our procedural know-how, we
maintain internal controls and systems and enter into non-disclosure agreements with some of our employees.
However, if we are unable to maintain the confidentiality of our procedural know-how relating to our project
management and other operating methodologies, it could have a material adverse effect on our business.
Furthermore, although we require our employees to enter into non-disclosure arrangements to limit access to and
distribution of our clients’ and our technical know-how and other confidential information, there can be no
assurance that such steps will be adequate to ensure protection of such information. If any of our clients’ or our
proprietary rights are misappropriated by our employees, this may affect our reputation and relationship with
existing and potential clients, and adversely affect our business operations.
48. We may not hold, or may not be able to prove that we hold, good title to our real estate assets which we
own.
The difficulty of obtaining title guarantees in India means that title records provide only for presumptive rather
than guaranteed title. The original title to lands may often be fragmented, and land may have multiple owners.
Certain properties may have irregularities of title, such as non-execution or non-registration of conveyance deeds
and inadequate stamping and may be subject to encumbrances and litigation of which we may not be aware.
We may not be able to assess or identify all risks and liabilities associated with our properties, such as faulty or
disputed title, unregistered encumbrances or adverse possession rights, improperly executed, unregistered or
insufficiently stamped conveyance instruments in the property’s chain of title, ownership claims of family
members of prior owners, or other defects that we may not be aware of. This is because of the various practical
difficulties in verifying the title of a prospective seller or lessor of property. This is, in part, because the process
of updating land records may be time consuming and result in errors and inaccuracy. Further, multiple property
registries exist in India, which makes verification of title difficult.
Any failure to obtain good title to a particular plot of land may materially prejudice the success of a development
and may in turn have a material adverse effect on our businesses, financial condition and results of operations
49. We do not own certain premises used by the Company.
Certain premises used by us have been obtained on a lease or license basis. We have obtained the lease or license
of certain properties from third parties. If any of the owners of such leased or licensed premises do not renew the
agreements under which we occupy or use the premises on terms and conditions acceptable to us, or at all, we
may suffer a disruption in our operations. For further information, see the sub-section titled “Our Business –
Property” beginning on Page 145 and for information relating to properties that we have leased from the
Promoter or Promoter Group, please see the sub-section titled “Our Promoter -Interest of Promoter in the
Property of our Company” on Page 183.
We do not own the premises on which our registered office, corporate office and sales offices are located and the
same are operated from leased premises. The lease agreements which have executed are renewable at the option
of both the parties at such rates as may be agreed. If the owner of such premises does not renew the agreement
under which we occupy the premises or renew such agreements on terms and conditions that are non favourable
to us, we may suffer a disruption in its operations which could have a material adverse effect on its business and
operations.
50. Some of the properties we have leased may not be duly registered or adequately stamped
Our lease agreements with respect to our leased immovable properties in relation to our sales offices at Chennai
and New Delhi have expired and our Company is in the process of renewing the same. The sub-lease agreements
which our Company have executed with our Promoter for sub-leasing immovable properties at Hyderabad, Pune
and Kolkata are not stamped. Unless such documents are adequately stamped or duly registered, such documents
may be rendered as inadmissible as evidence in a court in India or attract penalty as prescribed under applicable
34
law, which may result in a material and adverse effect on the continuance of the operations and business of our
Company.
51. Our insurance coverage may not adequately protect us against certain operational risks to or claims by
our employees.
We maintain insurance cover for a variety of risks. We have obtained standard fire and special perils policy and
burglary insurance policy for our registered office. We have obtained the directors’ and officers’ liability
insurance for our Directors and officers with an overall coverage of ₹100,000,000 along with a group medi-
claim with a floater cover and group personal accident insurance for our employees. For our materials and
products in transit we have obtained the marine open inland declaration policy. In relation to our engineering
design services, we have obtained the professional indemnity insurance for a total sum insured of ₹120,000,000.
For the machinery at our manufacturing facility we have obtained an umbrella policy to cover burglary, theft,
fire and allied perils, accidental damage cover, transit cover, larceny, house-breaking and robbery cover. In
relation to our projects and depending on the requirements of our customers we typically also obtain the
contractors all risk policy. However, in some cases, we may not have obtained the required insurance or such
insurance policies may have lapsed.
In case an uninsured loss or a loss in excess of insured limits occur, we could incur liabilities, lose capital
invested in that property or lose the anticipated future income derived from that business or property, while
remaining obligated for any indebtedness or other financial obligations related to our business. Any such loss
could result in an adverse effect to our financial condition. Furthermore, if we are subject to litigation or claims
or our operations are interrupted for a sustained period, we cannot assure you that our insurance policies will be
adequate to cover the losses that may be incurred as a result of such interruption. If we suffer large uninsured
losses or if any insured losses suffered by us significantly exceed our insurance coverage, it may adversely affect
our cash flows, business, results of operations and financial condition.
52. We have been inconsistent in maintaining statutory records, the inspection if any undertaken by any
statutory authority may subject us to penalties.
We are unable to trace copy of one of the corporate forms filed with the RoC by our Company and the challans
for the corporate forms filed with the RoC by our Company, in relation to the corporate form required to be filed
for a special resolution passed by the shareholders of our Company and challans in respect of the allotment and
transfer of equity shares, change in the authorised share capital, registration of resolutions and agreements and
for filing of the profit and loss account and balance sheets of the Company. While we believe that these forms
were duly filed on a timely basis, we have not been able to trace copies of these documents. We cannot assure
you that the challans for these form filings will be available in the future or that we will not be subject to any
penalty imposed by the competent regulatory authority in this respect.
53. We have in the past not appointed company secretary in accordance with the requirements of the
Companies Act.
Our Company did not have a whole-time company secretary on its rolls during the period August 24, 2011 to
March 2013 and December 6, 2013 to May 5, 2014, when our Company was required to have a whole time
company secretary on its rolls in accordance with the Companies Act. Section 203 of Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requires that within six
months of a vacancy, every company having paid-up share capital of ` 50 million or more to appoint the
Company Secretary in whole-time employment. If a company contravenes such provisions, the company shall be
punishable with fine which shall not be less than ` 1,00,000 but which may extend to ` 5,00,000 and every
director and key managerial personnel of the company who is in default shall be punishable with fine which may
extend to ` 50,000 and where the contravention is a continuing one, with a further fine which may extend to `
1,000 for every day after the first during which the contravention continues.
We cannot assure you if we will be able to satisfy all or any terms of the Companies Act and other applicable
rules/regulations, non-compliance of which may have an adverse impact on our financial position.
54. Adverse weather conditions could affect our business and results of operations.
We have business activities that could be adversely affected by severe weather. Incidences of severe weather
conditions may require us to evacuate personnel or curtail services, may damage our equipment or our facilities,
35
or require us to suspend our operations, preventing us from maintaining our contract schedules or generally
reducing our productivity and profitability. Our operations are also adversely affected by difficult working
conditions, including extremely high temperatures during summer months and heavy rain during monsoons,
which could restrict our ability to carry on construction activities and fully utilize our resources.
55. We may undertake acquisitions, investments and strategic relationships in the future which may pose
management and integration challenges.
We may make acquisitions, investments and strategic relationships in the future as part of our growth strategy in
India and overseas. These acquisitions, investments and strategic relationships, may not necessarily contribute to
our profitability and may divert the attention of management or require us to assume high levels of debt or
contingent liabilities, as part of such transactions. In addition, we could experience difficulty in combining
operations and cultures and may not realize the anticipated synergies or efficiencies from such transactions.
These difficulties could disrupt our ongoing business, distract management and employees and increase our
expenses.
56. The interests of our Promoters or Directors may cause conflicts of interest in the ordinary course of
our business.
Conflicts may arise in the ordinary course of decision-making by the Promoter or Board of Directors of our
Company. Some of our Promoters or non-executive Directors may also be on the board of certain companies
engaged in businesses similar to the business of our Company. For instance our Promoter is also engaged in the
business of solar module mounting structures and cord form buildings.
Pursuant to a non-compete agreement dated February 4, 2015, our Promoters, Promoter Group and Group
Companies have undertaken not to, directly or indirectly, engage or otherwise carry on or participate or be
engaged in any business or services competing with our business except such projects which have already
commenced. Any violation, non-compliance (whether in whole or in part) or unenforceability of such non-
compete obligations may have an adverse effect on the results of our operations and financial condition. Further
there is no assurance that our Directors will not provide competitive services or otherwise compete in business
lines in which we are already present or will enter into in future. Such factors may have an adverse effect on the
results of our operations and financial condition.
57. 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 Promoter 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 Company, or discourage a potential acquirer from
obtaining control of our Company even if it is in the best interests of our Company. The interests of our
Promoters could conflict with the interests of our other equity shareholders, and the Promoters could make
decisions that materially and adversely affect your investment in the Equity Shares.
58. We have entered into, and will continue to enter into, related party transactions.
As of November 30, 2014, we have entered into several related party transactions with our Promoter and
Promoter Group entities relating to operations and maintenance aspects of our projects, inter corporate loans,
rental income, furnishing of guarantees etc. For further details please refer to “Financial Statements- Annexure
35- Restated Summary Statement of Significant Transactions with Related Parties and Balances” on Page 236.
We are involved in, and we expect that we will continue to be involved in, a number of related party transactions.
There can be no assurance that we will receive favourable terms in our related party transactions or that any
favourable terms which currently benefit us will continue. Also, under the Income Tax Act, 1961, there are
guidelines on the domestic transfer pricing in relation to the related party transactions. We have had and expect
to have a substantial amount of ongoing transactions with our Promoter Group companies and other group
entities. Although, we ensure that our related party transactions are done at an arm’s length and in accordance
36
with the applicable laws, however, we cannot assure you that we can comply with all the legal requirements in
relation to our related party transactions.
59. We have not entered into any definitive arrangement to utilize certain portions of the net proceeds of
the Issue. Our funding requirements and deployment of the Net Proceeds of the Issue are based on
management estimates and have not been independently appraised, and are not subject to monitoring
by any independent monitoring agency.
We intend to use the Net Proceeds of the Issue for the purposes described in “Objects of the Issue” on Page 93.
The objects of the Issue and our funding requirement (including our working capital requirement) is based on
management estimates and have not been appraised by any bank or financial institution, and are not subject to
any monitoring by any independent agency. These are based on current conditions and are subject to changes in
external circumstances or costs, or in other financial condition, business or strategy, as discussed further below.
In addition, we have not entered into any definitive agreements to utilize the net proceeds of the Issue nor have
we placed any orders for procurement of the hardware, software and other ancillary furniture and fixtures in
relation to the expansion of our design and engineering services for which a part of the NET proceeds is
proposed to be utilised. Our management, in accordance with the policies established by our Board of Directors
from time to time, will have flexibility in deploying the net proceeds of the Issue. Based on the competitive
nature of our industry, we may have to revise our business plan and/ or management estimates from time to time
and consequently our funding requirements may also change. Our management estimates may exceed fair market
value or the value that would have been determined by third party appraisals, which may require us to reschedule
or reallocate our project and capital expenditure and may have an adverse impact on our business, financial
condition, results of operations and cash flows. We may make necessary changes to the utilization of net
proceeds in such cases in conformity with the provisions of the Companies Act in relation to the change in the
objects in a public issue. In the event of any variations in actual utilization of funds earmarked for the above
activities, any increased fund deployment for a particular activity may be met from funds earmarked from any
other activity and/or from our internal accruals.
60. Our financial results may be subject to seasonal variations.
Our revenues and results may be affected by seasonal factors. Further, some of our customers have businesses
which are seasonal in nature and a downturn in demand for our products by such customers could reduce our
revenue during such periods. Our operations may also be adversely affected by difficult working conditions
during monsoon season. During periods of curtailed activity due to adverse weather conditions, we may continue
to incur operating expenses, but our revenues from operations may be delayed or reduced. Although such
adverse weather conditions do not typically have a material impact on our revenue from operations, abnormally
rainy monsoon could have a material impact. Typically our quarter wise net sales figures are lower during the
monsoon quarter, i.e. June to September in comparison to the other quarters.
61. We will not receive any proceeds from the Offer for Sale portion
This Issue includes an Offer for Sale of 5,516,141 Equity Shares by the Selling Shareholders. The entire
proceeds from the Offer for Sale will be paid to the Selling Shareholders in proportion of the Equity Shares
offered by the Selling Shareholders in the Offer for Sale and we will not receive any proceeds from such Offer
for Sale. For further details, see “Objects of the Issue” on Page 93.
62. Our business is dependent on few customers and the loss of, or a significant reduction in purchases by
such customers could adversely affect its business.
Revenues from any particular client may vary significantly from reporting period to reporting period depending
on the nature of ongoing contracts and the implementation schedule and stage of completion of such contracts.
Accordingly, our top clients may vary significantly from reporting period to reporting period. In fiscal 2012,
2013, 2014 and the eight months ended November 30, 2014, revenue from our top five clients in such periods
represented 30.82%, 38.44%, 53.72% and 59.49%, respectively, of our total revenue from operations in such
periods, while revenue from our top client in such periods represented 7.96%, 12.41%, 37.15% and 32.03%,
respectively, of our total revenue from operations in such periods. Larger contracts from few customers may
represent a larger part of our portfolio, increasing the potential volatility of our results and exposure to individual
contract risks. Such concentration of our business on a few projects or clients may have an adverse effect on our
results of operations if we do not achieve our expected margins or suffer losses on one or more of these large
contracts.
37
63. The requirements of being a public listed company may strain our resources and impose additional
requirements.
We have no experience as a public listed company or with the increased scrutiny of its affairs by shareholders,
regulators and the public at large that is associated with being a public listed company. As a public company, we
will incur significant legal, accounting, corporate governance and other expenses that we did not incur as a
private company. We will also be subject to the provisions of the listing agreements signed with the Stock
Exchanges which require us to file unaudited financial results on a quarterly basis. In order to meet our financial
control and disclosure obligations, significant resources and management supervision will be required. As a
result, management’s attention may be diverted from other business concerns, which could have an adverse
effect on our business and operations. There can be no assurance that we will be able to satisfy our reporting
obligations and/or readily determine and report any changes to our results of operations in a timely manner as
other listed companies. In addition, we will need to increase the strength of our management team and hire
additional legal and accounting staff with appropriate public company experience and accounting knowledge and
we cannot assure that we will be able to do so in a timely manner.
64. Our operations expose us to the risks of currency exchange rate fluctuations.
The exchange rate between the Rupee and the other foreign currencies has changed substantially in recent years
and may continue to fluctuate significantly in the future. A portion of our revenues and expenditure relating to
our contracts with overseas entities, is denominated in U.S. dollar. Depreciation of the Indian rupee against the
U.S. dollar and other foreign currencies or changes in currency exchange rates may adversely affect our results
of operations.
65. Our operations are subject to a variety of environmental laws and regulations including those relating
to hazardous materials. Any failure to comply with applicable environmental laws and regulations
could have an adverse effect on our financial condition and results of operations.
Our operations are subject to numerous environmental protection laws and regulations, which are complex and
stringent. The raw materials used in the development of these pre-engineered buildings, the impact of noise
pollution from manufacturing activities and transportation at the project sites are subject to various
environmental laws and regulations. In the event that such regulations become more stringent, such as increasing
the requirements for obtaining approvals or meeting government standards, this could result in changes to the
infrastructure necessary for manufacturing activities, increasing the costs related to changing manufacturing
methods in order to meet government standards and increasing penalties for non-compliance. Furthermore, we
may incur significant expenditure relating to operating methodologies and standards in order to comply with
applicable environmental laws and regulations.
In addition, our projects may involve the handling of hazardous materials, which, if improperly handled or
disposed of, could subject us to civil and criminal liabilities. Further certain environmental laws provide for joint
and several liability for remediation of releases of hazardous substances, rendering a person liable for
environmental damage without regards to negligence or fault on the part of such person. In addition to potential
liabilities that may be incurred in satisfying these requirements, we may be subject to claims alleging personal
injury or property damage as a result of alleged exposure to hazardous substances. We are also subject to
regulations dealing with occupational health and safety. Such laws and regulations may expose us to liability
arising out of the conduct of operations or conditions caused by others, or for our own acts. Sanctions for failure
to comply with these laws, rules and regulations, many of which may be applied retroactively, may include
administrative, civil and criminal penalties, revocation of permits and corrective orders. For further information
on the regulatory authorities and applicable rules and regulations, see the section titled “Regulations and
Policies” beginning on Page 146.
66. Our Company has written off loans and advances in the past.
Our company wrote off loans and advances furnished to its erstwhile subsidiary, Pennar Building Systems
Private Limited (“PBSPL”), amounting to ` 0.89 million primarily for incorporation expenses. The loan and
advances had to be written off as PBSPL was wound up on June 3, 2014. There is no assurance that our
Company will not write-off investments or loans or advances in the future. Any such writing off will have
adverse effect on our financial position.
38
External Risk Factors
67. Political, economic or other factors that are beyond our control may have an adverse impact on our
business and results of operations.
Our performance and growth are dependent on the health of the Indian economy. Any slowdown in the Indian
economy could materially and adversely impact our business, our results of operations and our financial
condition. The following external risks may have an adverse impact on our business and results of operations
should any of them materialize:
 Political instability, resulting from a change in the government or a change in the economic and
deregulation policies may adversely affect economic conditions in India in general and our business in
particular;
 A change in government policy towards controlling the pre-engineered building sector in India, including
any decision to further open the sector to private sector competition;
 A slowdown in economic growth in India may adversely affect the demand for our products and
consequently our business and results of operations. The growth of our business and our financial
performance is linked to the performance of the overall Indian economy;
 Civil unrest, acts of violence, terrorist attacks, regional conflicts of situations or war involving India, or
other countries may adversely affect the financial markets which may impact our business. Such incidents
may impact economic growth or create a perception that investment in Indian companies involves a
higher degree in risk which may reduce the value of the Equity Shares;
 Natural disasters in India may disrupt or adversely affect the Indian economy, on the health of which our
business depends.
 Any downgrading of India's sovereign rating by international credit rating agencies may negatively
impact our business, credit ratings and access to capital. In such an event, our ability to grow our
business and operate profitably may be severely constrained; and
 Instances of corruption in India have the potential to discourage investors and derail the growth prospects
of the Indian economy. Corruption creates economic and regulatory uncertainty and may have an adverse
effect on our business, profitability and results of operations.
The Indian economy has sustained periods of high inflation. Should inflation continue to increase sharply, our
profitability and results of operations may be adversely impacted. High rates of inflation in India may increase
our employee costs, decrease the disposable income available to our customers and decrease our operating
margins, which may have an adverse effect on our profitability and results of operations.
68. Our growth is dependent on the Indian economy.
Our performance and the growth of our business are dependent on the performance of the Indian economy.
India's economy could be adversely affected by a general rise in interest rates, currency exchange rates, adverse
conditions affecting food and agriculture, commodity and electricity prices or various other factors. A slowdown
in the Indian economy could adversely affect our business, including our ability to implement our strategies. The
Indian economy is currently in a state of transition and it is difficult to predict the impact of certain fundamental
economic changes upon our business. Conditions outside India, such as slowdowns in the economic growth of
other countries or increases in the price of oil, have an impact on the growth of the Indian economy, and
government policy may change in response to such conditions. While recent governments have been keen on
encouraging private participation in the industrial sector, any adverse change in policy could result in a
slowdown of the Indian economy. Additionally, these policies will need continued support from stable
regulatory regimes that stimulate and encourage the investment of private capital into industrial development.
Any downturn in the macroeconomic environment in India could adversely affect the price of the Equity Shares,
our business, prospects, financial condition and results of operations.
We presently do not know what the nature or extent of the statutory and regulatory changes will be made
affecting our industry, and cannot provide assurance that such changes will not have an adverse impact on our
financial condition and results of operations.
69. Our ability to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such
regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing on
39
competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required
approvals will be granted to us without onerous conditions, if at all. Limitations on raising foreign debt may have
an adverse effect on our business growth, financial condition and results of operations.
70. A third party could be prevented from acquiring control over us because of anti-takeover provisions
under Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control.
Although these provisions have been formulated to ensure that interests of investors/shareholders are protected,
these provisions may also discourage a third party from attempting to take control over us. Consequently, even
if a potential takeover would result in the purchase of the Equity Shares at a premium to their market price or
would otherwise be beneficial to our stakeholders, it is possible that such a takeover would not be attempted or
consummated because of Indian takeover regulations.
71. Government policies, laws and regulations widely affect the sectors in which we operate.
All of our businesses are largely regulated by the Central Government and State Governments in India. The
regulatory framework in India is evolving and regulatory changes could have an adverse effect on our business,
results of operations and financial condition. Non-compliance with any regulation may also lead to penalties,
revocation of our permits or licenses or litigation.
Future government policies and changes in laws and regulations in India and elsewhere may adversely affect our
business and operations, and restrict our ability to do business in our existing and target markets. The timing and
content of any new law or regulation is not in our control and such new law or regulation could have an adverse
effect on our business, results of operations and financial condition.
We are also subject to environmental and safety regulations. Governments may take steps towards the adoption
of more stringent environmental, health and safety regulations, and we cannot assure you that we will at all times
be in full compliance with these regulatory requirements. Our costs of complying with current and future
environmental and safety laws and our liabilities arising from failure to comply with applicable regulatory
requirements may adversely affect our business, financial condition and results of operations.
72. Natural disasters, acts of terror and other factors beyond our control could adversely affect our business
operations.
Natural disasters such as earthquakes, typhoons, and floods, as well as accidents, acts of terror, infection and
other factors beyond our control could adversely affect our business operation. These natural or other disasters
could damage our facilities and equipment and force a halt to manufacturing and other operations, and such
events could consequently cause severe damage to our business. We are subscribed to various insurances
policies; however, these insurance policies are not guaranteed to cover all the losses and damages incurred.
73. The extent and reliability of Indian infrastructure could adversely affect our results of operations and
financial condition.
India's physical infrastructure is less developed than that of many developed nations. Any congestion or
disruption in our port, rail and road networks, electricity grid, communication systems or any other public
facility could disrupt our normal business activity. Any deterioration of India's physical infrastructure would
harm the national economy, disrupt the transportation of goods and supplies, and add costs to doing business in
India. These problems could interrupt our business operations, which could adversely affect our business,
prospects, financial condition and results of operations.
74. Instability in global financial markets could materially and adversely affect our results of operations and
financial condition.
The Indian economy and financial markets are significantly influenced by worldwide economic, financial and
market conditions. Any financial turmoil, especially in the United States of America, Europe or China, may have
a negative impact on the Indian economy. Although economic conditions differ in each country, investors'
reactions to any significant developments in one country can have adverse effects on the financial and market
conditions in other countries. A loss in investor confidence in the financial systems, particularly in other
emerging markets, may cause increased volatility in Indian financial markets.
40
The recent global financial turmoil, an outcome of the sub-prime mortgage crisis, which originated in the United
States of America, has led to a loss of investor confidence in worldwide financial markets. Indian financial
markets have also experienced the contagion effect of the global financial turmoil. Any prolonged financial crisis
may have an adverse impact on the Indian economy, which could adversely affect our business prospects,
financial condition and results of operations and price of Equity Shares.
75. Changes in the legislation, including tax legislations or policies that are applicable to us can be
unfavourable and could adversely affect our results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. There can be no
assurance that the Government of India may not implement new regulations and policies which will require us to
obtain approvals and licenses from the Government of India and other regulatory bodies or impose onerous
requirements, conditions, costs and expenditures on our operations. Any such changes and the related
uncertainties with respect to the implementation of the new regulations may have a material adverse effect on
our business, financial condition and results of operations. In addition, we may have to incur capital expenditures
to comply with the requirements of any new regulations, which may also materially harm our results of
operations.
For instance, a majority of the provisions and rules under the Companies Act, 2013 have recently been notified
and have come into effect from the date of their respective notification, resulting in the corresponding provisions
of the Companies Act, 1956 ceasing to have effect. The Companies Act, 2013 has brought into effect significant
changes to the Indian company law framework, such as in the provisions related to issue of capital, disclosures in
prospectus, corporate governance norms, audit matters, related party transactions, introduction of a provision
allowing the initiation of class action suits in India against companies by shareholders or depositors, a restriction
on investment by an Indian company through more than two layers of subsidiary investment companies (subject
to certain permitted exceptions), prohibitions on loans to directors and insider trading and restrictions on
directors and key managerial personnel from engaging in forward dealing. Further, companies meeting certain
financial thresholds are also required to constitute a committee of the board of directors for corporate social
responsibility activities and ensure that at least 2% of the average net profits of the company during three
immediately preceding financial years are utilized for corporate social responsibility activities. Penalties for
instances of non-compliance have been prescribed under the Companies Act, 2013, which may result in inter alia,
our Company, Directors and key managerial employees being subject to such penalties and formal actions as
prescribed under the Companies Act, 2013, should we not be able to comply with the provisions of the New
Companies Act within the prescribed timelines, and this could also affect our reputation.
To ensure compliance with the requirements of the Companies Act, 2013 within the prescribed timelines, we
may need to allocate additional resources, which may increase our regulatory compliance costs and divert
management attention. While we shall endeavour to comply with the prescribed framework and procedures, we
may not be in a position to do so in a timely manner. The Companies Act, 2013 introduced certain additional
requirements which do not have corresponding equivalents under the Companies Act, 1956. Accordingly, we
may face challenges in interpreting and complying with such provisions due to limited jurisprudence on them. In
the event, our interpretation of such provisions of the Companies Act, 2013 differs from, or contradicts with, any
judicial pronouncements or clarifications issued by the Government in the future, we may face regulatory actions
or we may be required to undertake remedial steps. Further, we cannot currently determine the impact of certain
provisions of the Companies Act, 2013, which are yet to come into force. Additionally, there may be further
amendments to the provisions of the Companies Act, 2013. Any increase in our compliance requirements or in
our compliance costs may have an adverse effect on our business and results of operations.
The Government of India proposes to revamp the implementation of direct taxes by way of the introduction of
the Direct Taxes Code (the "DTC"). If the DTC is passed in its present form by both houses of the Indian
Parliament and approved by the President of India and then notified in the Gazette of India, the tax impact
discussed in this DRHP will likely be altered by the DTC.
Further, the Government of India has proposed a Goods and Services Tax (the “GST”). A constitutional
amendment bill for the same has been approved by the Union Cabinet and has been introduced in the Indian
Parliament for its approval. If the GST is passed in its present form by both houses of the Indian Parliament and
approved by the President of India and then notified in the Gazette of India, the tax impact discussed in this
DRHP will most likely be altered to large extent.
41
The General Anti Avoidance Rules (“GAAR”) have recently been notified by way of an amendment to the
Income Tax Rules, 1962, and are scheduled to come into effect from April 1, 2016. While the intent of this
legislation is to prevent business arrangements set up with the intent to avoid tax incidence under the Income
Tax Act, certain exemptions have been notified, viz., (i) arrangements where the tax benefit to all parties under
the business arrangement is less than ₹ 30 million, (ii) where Foreign institutional Investors (“FIIs”) have not
taken benefit of a double tax avoidance tax treaty under Section 90 or 90A of the Income Tax Act and have
invested in listed or unlisted securities with the SEBI approval, (iii) where a non-resident has made an
investment, either direct or indirect, by way of an offshore derivative instrument in an FII, or (iv) where any
income is accruing from transfer of investments made before August 30, 2010, provided in all cases that the
GAAR will apply to any business arrangement pursuant to which tax benefit is obtained on or after April 1, 2015,
irrespective of the date on which such arrangement was entered into.
We have not determined the impact of these recent and proposed laws and regulations on our business.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing
law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited
body of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
impact the viability of our current business or restrict our ability to grow our business in the future. Further, if we
are affected, directly or indirectly, by the application or interpretation of any provision of such laws and
regulations or any related proceedings, or are required to bear any costs in order to comply with such provisions
or to defend such proceedings, our business and financial performance may be adversely affected.
76. The Companies Act, 2013 has effected significant changes to the existing Indian company law
framework, which may subject us to higher compliance requirements and increase our compliance costs.
A majority of the provisions and rules under the Companies Act, 2013 have recently been notified and have
come into effect from the date of their respective notification, resulting in the corresponding provisions of the
Companies Act, 1956 ceasing to have effect. The Companies Act, 2013 has brought into effect significant
changes to the Indian company law framework, such as in the provisions related to issue of capital (including
provisions in relation to issue of securities on a private placement basis), disclosures in offer document,
corporate governance norms, accounting policies and audit matters, related party transactions, introduction of a
provision allowing the initiation of class action suits in India against companies by shareholders or depositors, a
restriction on investment by an Indian company through more than two layers of subsidiary investment
companies (subject to certain permitted exceptions), prohibitions on loans to directors and insider trading and
restrictions on directors and key managerial personnel from engaging in forward dealing. We are also required to
spend, in each financial year, at least 2% of our average net profits during three immediately preceding financial
years towards corporate social responsibility activities. Further, the Companies Act, 2013 imposes greater
monetary and other liability on our Company and Directors for any non-compliance. To ensure compliance with
the requirements of the Companies Act, 2013, we may need to allocate additional resources, which may increase
our regulatory compliance costs and divert management attention.
The Companies Act, 2013 introduced certain additional requirements which do not have corresponding
equivalents under the Companies Act, 1956. Accordingly, we may face challenges in interpreting and complying
with such provisions due to limited jurisprudence on them. In the event, our interpretation of such provisions of
the Companies Act, 2013 differs from, or contradicts with, any judicial pronouncements or clarifications issued
by the Government in the future, we may face regulatory actions or we may be required to undertake remedial
steps. Additionally, some of the provisions of the Companies Act, 2013 overlap with other existing laws and
regulations (such as the corporate governance norms and insider trading regulations issued by SEBI). Recently,
SEBI issued revised corporate governance guidelines which are effective from October 1, 2014. Pursuant to the
revised guidelines, we will be required to, amongst other things ensure that there is at least one woman director
on our Board at all times, establish a vigilance mechanism for directors and employees and reconstitute certain
committees in accordance with the revised guidelines. We may face difficulties in complying with any such
overlapping requirements. Further, we cannot currently determine the impact of provisions of the Companies Act,
2013 and the revised SEBI corporate governance guidelines, which are yet to come in force. Any increase in our
compliance requirements or in our compliance costs may have an adverse effect on our business and results of
operations.
77. Companies operating in India are subject to a variety of central and state government taxes and
surcharges. Any increases in tax rates could adversely affect our business and results of operations.
42
Tax and other levies imposed by the central and state governments in India that affect our tax liability include
central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty and
other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time.
Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. The
central or state government may in the future increase the corporate income tax it imposes. Also, a new direct tax
code is proposed to be introduced before the Indian Parliament. In addition, there is a proposal to introduce a
new goods and services tax, and the scope of the service tax is proposed to be enlarged.Any such future increases
or amendments may affect the overall tax efficiency of companies operating in India and may result in
significant additional taxes becoming payable. Additional tax exposure could adversely affect our business and
results of operations.
78. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian
economy, which could adversely affect us.
According to the weekly statistical supplement released by the RBI, India’s foreign exchange reserves totalled
US$335.73 billion as on March 13, 2015 (Source: RBI Website as on March 25, 2015). A decline in India’s
foreign exchange reserves could impact the valuation of the Rupee and could result in reduced liquidity and
higher interest rates which could adversely affect our financial condition. A future material decline in these
reserves could result in reduced liquidity and higher interest rates in the Indian economy which in turn, could
adversely affect our business and future financial performance.
79. Trade deficits could have a negative impact on our business. If India’s trade deficits increase or become
unmanageable, the Indian economy, and therefore our business, future financial performance and the
trading price of the Equity Shares could be adversely affected.
India’s trade relationships with other countries can influence India economic conditions. The trade deficit for
April-February, 2014-15 was estimated at US$ 125220.94 million which was higher than the deficit of US$
124844.53 million during April-February, 2013-14 (Source:
http://commerce.nic.in/tradestats/filedisplay.aspx?id=1). The large trade deficit neutralises the surpluses in
India’s invisibles, which are primarily international trade in services, income from financial assets, labour and
property and cross border transfers of workers’ remittances in the current account, resulting in a current account
deficit. If India’s trade deficits increase or become unmanageable, the Indian economy, and therefore our
business, future financial performance and the trading price of the Equity Shares could be adversely affected.
80. Any downgrading of India’s debt rating by an international rating agency could have an adverse impact
on our business
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional financing, and the interest rates and other
commercial terms at which such additional financing may be available. This could have an adverse effect on our
business and future financial performance, our ability to obtain financing for capital expenditure and the trading
price of our Equity Shares.
81. The Indian economy has had a sustained period of high inflation.
The majority of our direct costs are incurred in India. India has experienced very high levels of inflation during
the period between Financial Years 2013 and 2014. In the event of continued high rate of inflation, our costs,
such as salaries, travel costs and related allowances, which are typically linked to general price levels, may
increase. However, we may not be able to increase the prices set of our products and services sufficiently to
preserve operating margins. Accordingly, high rates of inflation in India could increase our employee costs and
decrease our operating margins, which could have an adverse effect on our results of operations.
82. Financial instability in other countries may cause increased volatility in Indian financial markets. In the
event that the current difficult conditions in the global credit markets continue or if there are any
significant financial disruption, such conditions could have an adverse effect on our business, future
financial performance and the trading price of the Equity Shares.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
particularly emerging market countries in Asia. Financial turmoil in Europe and elsewhere in the world in recent
years has affected the Indian economy. Although economic conditions are different in each country, investors’
43
reactions to developments in one country can have adverse effects on the securities of companies in other
countries, including India. Recently, the currencies of a few Asian countries including India suffered a
depreciation against the US Dollar owing to amongst other, the announcement by the US government that it may
consider reducing its quantitative easing measures. A loss of investor confidence in the financial systems of other
emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian
economy in general. Any worldwide financial instability could also have a negative impact on the Indian
economy. Financial disruptions may occur again and could harm our business, future financial performance and
the prices of the Equity Shares.
The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market
corrections in recent years. In the past, liquidity and credit concerns and volatility in the global credit and
financial markets were experienced by major US and European financial institutions. These and other related
events may have a significant impact on the global credit and financial markets as a whole, including reduced
liquidity, greater volatility, widening of credit spreads and a lack of price transparency in global credit and
financial markets. In response to such developments, legislators and financial regulators in the United States and
other jurisdictions, including India, have implemented a number of policy measures designed to add stability to
the financial markets. However, the overall impact of these and other legislative and regulatory efforts on the
global financial markets is uncertain, and they may not have the intended stabilising effects, and therefore, if
such liquidity and credit concerns, financial volatility or disruptions occur again, our business, our future
financial performance and the prices of the Equity Shares could be adversely affected. Further, in the event that
the current difficult conditions in the global credit markets continue or if there are any significant financial
disruption, such conditions could have an adverse effect on our business, future financial performance and the
trading price of the Equity Shares.
83. Significant differences exist between the requirements of Indian GAAP and other accounting principles,
such as U.S. GAAS and IFRS, which may be material to investors’ assessments of our financial
condition. The effects of the planned adoption of “Indian Accounting standards converged with IFRS”
(“IND-AS”) are uncertain.
We have not attempted to quantify the impact of U.S. GAAS or International Financial Reporting Standards
(“IFRS”) on the financial data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation
of our financial statements to those of U.S. GAAS or IFRS. Each of U.S. GAAS and IFRS differs in significant
respects from the requirements of Indian GAAP. Accordingly, the degree to which the financial statements
included in this Draft Red Herring 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 Red Herring Prospectus should
accordingly be limited. On January 2, 2015, the MCA released the revised road map for companies other than
banking companies, insurance companies and non- banking finance companies for implementation IND-AS
converged with the IFRS.
IND-AS shall be applicable on a voluntary basis for financial statements for accounting periods beginning on or
after April 1, 2015, with the comparatives for the periods ending March 31, 2015 or thereafter. The IND-AS
shall be applicable on a mandatory basis for the accounting periods beginning on or after April 1, 2016, with
comparatives for the periods ending March 31, 2016, or thereafter, for the companies (a) whose equity and/or
debt securities are listed or are in the process of listing on any stock exchange in India or outside India and
having net worth of ` 5,000 million or more; (b) Companies other than those covered in (a) above, having net
worth of ` 5,000 million or more; and (c) holding, subsidiary, joint venture or associate companies of companies
covered under (a) and (b). The IND-AS shall be applicable on a mandatory basis for the accounting periods
beginning on or after April 1, 2017, with comparatives for the periods ending 31st March, 2017, or thereafter, for
the companies (x) Companies whose equity and/or debt securities are listed or are in the process of being listed
on any stock exchange in India or outside India and having net worth of less than rupees 500 Crore; (y)
Companies other than those covered in (a), (b) and (c) and (x) above that is unlisted companies having net worth
of ` 2,500 million or more but less than ` 5,000 million; and (z) holding, subsidiary, joint venture or associate
companies of companies covered under paragraph (x) and (y) above.
There can be no assurance that our financial condition, results of operations, cash flows or changes in
shareholders’ equity will not appear materially worse under IND - AS than under current Indian GAAP. In our
transition to IND - AS reporting, we may encounter difficulties in the on-going process of implementing and
enhancing its management information systems. Moreover, our transition may be hampered by increasing
44
competition and increased costs for the relatively small number of IND - AS experienced accounting personnel
available as more Indian Companies begin to prepare financial statements.
84. Third party statistical and financial data in this Draft Red Herring Prospectus may be incomplete or
unreliable.
We have not independently verified data from industry publications and other sources and therefore cannot
assure that they are complete or reliable. Discussions of matters relating to India, its economy or the industries
in which we operate in this Draft Red Herring Prospectus are subject to the caveat that the statistical and other
data upon which such discussions are based may be incomplete or unreliable. We make no representation or
warranty, express or implied, as to the accuracy or completeness of this information. Statements from third
parties that involve estimates are subject to change, and actual amounts may differ materially from those
included in this Draft Red Herring Prospectus. We cannot provide any assurance that the third parties have used
correct or sound methodology to prepare the information included in this Draft Red Herring Prospectus.
85. Investors may have difficulty enforcing foreign judgments in India against us or our management.
We are a limited liability company incorporated under the laws of India. All of our Directors are residents of
India. A substantial portion of our assets and the assets of the Directors and our key executives are located in
India. As a result, it may be difficult for investors to effect service of process upon us or such persons outside
India or to enforce judgments obtained against us or such parties outside India.
Further, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages
awarded as excessive or inconsistent with public policy or if the judgments are in breach of or contrary to Indian
law. In addition, a party seeking to enforce a foreign judgment in India is required to obtain approval from the
RBI to execute such a judgment or to repatriate outside India any amount recovered.
86. There may be less company information available in Indian securities markets compared to securities
markets in more developed countries.
There is a difference between the level of regulation, disclosure and monitoring of the Indian securities market
and the activities of investors, brokers and other participants and that of markets in the United States and other
more developed economies. SEBI received statutory powers in 1992 to assist it in carrying out its responsibilities
for improving disclosure and other regulatory standards for the Indian securities market. Subsequently, SEBI
has prescribed certain regulations and guidelines in relation to disclosure requirements, insider dealing and other
matters relevant to the Indian securities markets. There may, however, be less publicly available information
about Indian companies than is regularly made available by public companies in more developed economies. As
a result, prospective investors may have access to less information about the business, results of operations and
financial condition, and those of the competitors that are listed on the BSE and the NSE of India and other stock
exchanges in India on an on-going basis compared to companies subject to reporting requirements of other more
developed countries.
87. Terrorist attacks or war or conflicts involving India or other countries could adversely affect business
sentiment and the financial markets and adversely affect our business.
Terrorist attacks and other acts of violence or war may negatively affect the Indian markets in which our Equity
Shares will trade and also adversely affect the worldwide financial markets. Further we operate in international
locations where there may be high security risks, which could result in harm to our employees or unanticipated
cost. Such factors may also result in a loss of business confidence, make travel and other services more difficult
and ultimately adversely affect our business. In addition, any deterioration in the relations between India and its
neighbouring countries might result in investor concern about stability in the region, which could adversely
affect the price of our Equity Shares.
India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as
other adverse social, economic and political events in India could have a negative impact on us. Such incidents
could also create a greater perception that investment in Indian companies involves a higher degree of risk and
could have an adverse impact on our business and the price of our Equity Shares.
45
88. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere
could adversely affect our business. Outbreaks of infectious diseases could have an adverse impact on
the Indian economy, which could adversely affect our business and thereby, our financial condition.
The outbreak of an infectious disease or any other serious public health concern in Asia or elsewhere could have
a negative impact on the global economy, financial markets and business activities worldwide, which could
adversely affect our business. Incidents like the recent Ebola outbreak which has been reported across seven
countries and particularly in Africa which has claimed numerous human lives has raised serious concerns about
its spread globally. Historically, since late 2003, a number of countries in Asia, including India, as well as
countries in other parts of the world, have had confirmed cases of the highly pathogenic H5N1 strain of avian
influenza in birds and its transmission to humans, which resulted in numerous human deaths. Since April 2009,
there have been outbreaks of swine flu, caused by the H1N1 virus, in certain regions of the world, including
India. Such outbreaks of infectious diseases could have an adverse impact on the Indian economy, which could
adversely affect our business operations and thereby, our financial condition.
89. There may be independent press coverage about our Company and this Issue, and we strongly caution
the investors not to place reliance on any information contained in press articles, including, in particular,
any financial projections, valuations or other forward - looking information, and any statements that are
inconsistent with the information contained in this Draft Red Herring Prospectus.
There may be press coverage about our Company and this Issue, that may include financial projections,
valuations and other forward-looking information, as well as statements that are inconsistent or conflict with the
information contained in this Draft Red Herring Prospectus. We do not accept any responsibility for the accuracy
or completeness of such press articles, and we make no representation or warranty as to the appropriateness,
accuracy, completeness or reliability of any of the projections, valuations, forward-looking information, or of
any assumptions underlying such projections, valuations, forward-looking information or any statements are
inconsistent or conflict with the information contained in this Draft Red Herring Prospectus, included in or
referred to by the media.
90. The applicable competition law regime in India may adversely affect our business, results of operations
and financial condition.
The Competition Act, 2002, as amended (the “Competition Act”), regulates practices having or likely to have
an appreciable adverse effect on competition in the relevant market in India. Under the Competition Act, any
formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an
appreciable adverse effect on competition is considered void and results in the imposition of substantial
monetary penalties. Further, any agreement among competitors which directly or indirectly involves the
determination of purchase or sale prices, limits or controls production, supply, markets, technical development,
investment or provision of services, shares the market or source of production or provision of services by way of
allocation of geographical area, type of goods or services or number of customers in the relevant market or
directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse effect
on competition. The Competition Act also prohibits abuse of a dominant position by any enterprise. If it is
proven that a breach of the Competition Act committed by a company took place with the consent or connivance
or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such company,
that person shall be guilty of the breach themselves and may be punished as an individual. If we, or any of our
employees, are penalised under the Competition Act, it may have a material adverse effect on our business,
results of operations and financial condition. On March 4, 2011, the government issued and brought into force
the combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011.
These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that
cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the
Competition Commission of India (the “CCI”). Additionally, on May 11, 2011, the CCI issued Competition
Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations,
2011, as amended, which sets out the mechanism for implementation of the merger control regime in India.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an
appreciable adverse effect on competition in India. Consequently, all agreements entered into by us could be
within the purview of the Competition Act. Further, the CCI has extra-territorial powers and can investigate any
agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination
has an appreciable adverse effect on competition in India. However, we cannot predict the impact of the
provisions of the Competition Act on the agreements entered into by us at this stage. However, if we are affected,
46
directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any
enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or
prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it
would adversely affect our business, results of operations and prospects.
Risks Relating to the Issue and the Equity Shares
91. After this Issue, the price of our Equity Shares may be volatile, or an active trading market for our
Equity Shares may not be sustained.
Prior to this Issue, there has been no public market for our Equity Shares, and an active trading market may not
develop or be sustained upon the completion of this Issue. The initial public offering price of the Equity Shares
offered hereby was determined through our negotiations with the BRLMs and may not be indicative of the
market price of the Equity Shares after this Issue. The market price of our Equity Shares after this Issue will be
subject to significant fluctuations in response to, among other factors:
 variations in our operating results and the performance of our business;

 regulatory developments in our target markets affecting us, our customers or our competitors;
 changes in financial estimates by securities research analysts;
 addition or loss of executive officers or key employees;
 loss of one or more significant customers;
 the performance of the Indian and global economy;
 significant developments in India’s economic liberalization and deregulation policies, and the fiscal
regime;
 volatility in the Indian and global securities markets;
 performance of our competitors and perception in the Indian market about investment in the pre-
engineered buildings industry; and
 adverse media reports, if any, on our Company, or the pre-engineered buildings industry.
Many of these factors are beyond our control. There has been recent volatility in the Indian stock markets and
our share price could fluctuate significantly as a result of such volatility in the future. There can be no assurance
that an active trading market for our Equity Shares will develop or be sustained after this Issue, or that the price
at which our Equity Shares are initially offered will correspond to the prices at which they will trade in the
market subsequent to this Issue.
92. Conditions in and volatility of the Indian securities market may affect the price or liquidity of our Equity
Shares.
The Indian securities markets are smaller than securities markets in more developed economies. Indian stock
exchanges have in the past experienced substantial fluctuations in the prices of listed securities. Further, the
Indian stock exchanges have often experienced periods of significant volatility in the last few years. The Indian
stock exchanges have also experienced problems that have affected the market price and liquidity of securities,
such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the
governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited
price movements and restricted margin requirements. If similar problems occur in the future, the market price
and liquidity of our Equity Shares could be adversely affected.
93. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect
a shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.
Following the Issue, we may be subject to a daily “circuit breaker” imposed by all stock exchanges in India,
which does not allow transactions beyond the specified increases or decreases in the price of the Equity Shares.
This circuit breaker operates independently of the index-based, market-wide circuit breakers generally imposed
by SEBI on Indian stock exchanges. The percentage limit on our circuit breakers will be set by the stock
exchanges based on the historical volatility in the price and trading volume of the Equity Shares.
The Stock Exchanges will not inform us of the percentage limit of the circuit breaker in effect from time to time
and may change it without our knowledge. This circuit breaker will limit the upward and downward movements
in the price of the Equity Shares. As a result of this circuit breaker, no assurance can be given regarding the
47
investors’ ability to sell their Equity Shares or the price at which the investor may be able to sell their Equity
Shares at any particular time.
94. The investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
they purchase in the Issue.
The Equity Shares will be listed on the NSE and the BSE. Pursuant to Indian regulations, certain actions must be
completed before the Equity Shares can be listed and trading may commence. Investors’ book entry, or “demat”,
accounts with depository participants in India are expected to be credited within few days of the date on which
the basis of allotment is approved by NSE and BSE. Thereafter, upon receipt of final approval from the NSE and
the BSE, trading in the Equity Shares is expected to commence within seven working days of the date on which
the basis of allotment is approved by the Designated Stock Exchange. We cannot assure that the Equity Shares
will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time
periods specified above.
95. Any future issuance of Equity Shares may dilute the investors’ shareholdings or sales of our Equity
Shares by our Promoters or Promoter Group may adversely affect the trading price of our Equity Shares.
Any future equity issuances by us or sales of our Equity Shares by our Promoters or Promoter Group may
adversely affect the trading price of our Equity Shares and our Company’s ability to raise capital through an
issue of securities. In addition, any perception by potential investors that such issuances or sales might occur
could also affect the trading price of our Equity Shares. Additionally, the disposal, pledge or encumbrance of our
Equity Shares by any of our Company’s major shareholders, or the perception that such transactions may occur
may affect the trading price of our Equity Shares. No assurance may be given that our Company will not issue
Equity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.
96. There is no guarantee that the Equity Shares offered and sold in this Issue will be listed on the Stock
Exchanges in a timely manner or at all.
In accordance with Indian law and practice, permission to list the Equity Shares will not be granted until after
those Equity Shares have been offered and allotted. Approval will require all other relevant documents
authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity
Shares on the Stock Exchanges. Any failure or delay in obtaining the approval would restrict the investors’
ability to dispose of the Equity Shares.
In addition, pursuant to India regulations, certain actions are required to be completed before the Equity Shares
can be listed and trading may commence. Investors’ book entry or dematerialized electronic accounts with
depository participants in India are expected to be credited only after the date on which the offer and allotment is
approved by our Board of Directors. There can be no assurance that the Equity Shares allocated to prospective
Investors will be credited to their dematerialized electronic accounts, or that trading will commence on time after
allotment has been approved by our Board of Directors, or at all.
97. The investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, capital gains arising from the sale of Equity Shares within 12 months in an Indian
company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange
held for more than 12 months will not be subject to capital gains tax in India if Securities Transaction Tax
("STT") has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on
which the Equity Shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to
an Indian resident, which are sold other than on a recognised stock exchange and on which no STT has been paid,
will be subject to long term capital gains tax in India. Further, any gain realised on the sale of listed equity
shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains
arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption
from taxation in India is provided under a treaty between India and the country of which the seller is resident.
Generally, Indian tax treaties do not limit India's ability to impose tax on capital gains. As a result, residents of
other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of our
Equity Shares.
48
98. Foreign investors may be restricted in their ability to purchase or sell Equity Shares.
Under foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing and reporting
requirements specified by the RBI or in the alternate, the pricing is in compliance with the extant provisions of
SEBI ICDR Regulations. If the transfer of shares is not in compliance with such pricing or reporting
requirements and does not fall under any of the exceptions referred to above, then the prior approval of the RBI
will be required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India
into foreign currency and repatriate that foreign currency from India will require a no objection or a tax
clearance certificate from the income tax authority. We cannot assure that any required approval from the RBI or
any other government agency can be obtained on any particular terms or at all.
99. The investors may be restricted in their ability to exercise pre-emptive rights under Indian law and may
be adversely affected by future dilution of their ownership position.
Under the Companies Act, 2013, a company incorporated in India must offer its holders of shares pre-emptive
rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages
before the issuance of any new shares, unless the pre-emptive rights have been waived by adoption of a special
resolution by holders of three-fourths of the shares which are voted on the resolution. However, if the law of the
jurisdiction the investors are in does not permit them to exercise their pre-emptive rights without us filing an
offering document or registration statement with the applicable authority in the jurisdiction they are in, they will
be not be able to exercise their pre-emptive rights unless we make such a filing. If we elect not to make such a
filing, the new securities may be issued to a custodian, who may sell the securities for the investors’ benefit. The
value such custodian would receive upon the sale of such securities, if any, and the related transaction costs
cannot be predicted. To the extent that the investors’ are unable to exercise pre-emptive rights granted in respect
of the Equity Shares, their proportional interest in us would be reduced.
100. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.
The Companies Act and related regulations, the Articles of Association and the Listing Agreements to be entered
into with the Stock Exchanges govern the corporate affairs of the Company. Legal principles relating to these
matters and the validity of corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under
Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions.
Investors may have more difficulty in asserting their rights as a shareholder than as a shareholder of a
corporation in another jurisdiction.
101. Our Equity Shares are quoted in Indian Rupees in India, and therefore investors may be subject to
potential losses arising out of exchange rate risk on the Indian Rupee and risks associated with the
conversion of Indian Rupee proceeds into foreign currency.
Investors are subject to currency fluctuation risk and convertibility risk since the Equity Shares are quoted in
Indian Rupees on the Indian stock exchanges on which they are listed. Dividends on the Equity Shares will also
be paid in Indian Rupees. The volatility of the Indian Rupee against the U.S. dollar and other currencies subjects
investors who convert funds into Indian Rupees to purchase our Equity Shares to currency fluctuation risks.
Prominent Notes
1. Public issue of [●] Equity Shares for cash at a price of ` [●] per Equity Share (including share premium of
` [●] per Equity Share) aggregating to ` [●] million. The Issue consists of a Fresh Issue of [●] Equity
Shares aggregating up to ` 580 million and an Offer for Sale of up to 5,516,141 Equity Shares by the
Selling Shareholders aggregating up to ` [●] million, respectively. The Issue will constitute [●]% of the
post-Issue paid-up equity share capital of our Company.
2. The net worth of our Company, as of November 30, 2014, 2014 was ` 1,116.56 million as per our
Company's restated summary statement of accounting ratios.
3. The net asset value per Equity Share of our Company, as of November 30, 2014 was ` 36.65 as per our
Company's Restated Financial Statements.
49
4. The average cost of acquisition of Equity Shares by our Promoter is ` 10 per Equity Share.
5. For details of related party transactions, the nature and cumulative value of transactions entered into by our
Company with Promoter, Promoter Group and Group Company during the last fiscal year, see “Financial
Statements- Annexure 35- Restated Summary Statement of Significant Transactions with Related Parties
and Balances” on Page 236.
6. Our Group Company has no business or other interests in our Company.
7. Our Company has not changed its name in the last three years immediately preceding the date of filing of
this Draft Red Herring Prospectus.
8. There has been no financing arrangement whereby the Promoter Group, the Directors and their relatives
have financed the purchase by any other person of securities of our Company other than in normal course
of the business of the financing entity during the period of six months immediately preceding the date of
filing of this Draft Red Herring Prospectus with SEBI.
9. Investors may contact the BRLMs for any complaints, information or clarification pertaining to the Issue.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to
the relevant SCSBs, or the Syndicate Members, or the Registered Broker, as the case may be, giving full
details such as name, address of the Bidder, number of Equity Shares applied for, DP ID, Client ID, Bid
Amounts blocked, ASBA Account number and the Designated Branch of the SCSB or the Specified
Locations where the Bid cum Application Form has been submitted by the ASBA Bidder. All grievances
relating to Bids submitted through the Registered Broker may be addressed to the Stock Exchanges with a
copy to the Registrar.
50
SECTION III: INTRODUCTION
SUMMARY OF INDUSTRY
Unless noted otherwise, the information in this section is derived from “Industry Report on Pre-engineered
building Industry” published by CARE Research, a division of Credit Analysis & Research Limited (the “CARE
Report 2015”), as well as other industry sources and government publications. None of the Company, the
Selling Shareholders, the BRLMs and any other person connected with the Issue has independently verified this
information. Industry sources and publications generally state that the information contained therein has been
obtained from sources believed to be reliable, but their accuracy, completeness and underlying assumptions are
not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared
based on information as of specific dates and may no longer be current or reflect current trends. Industry
sources and publications may also base their information on estimates, projections, forecasts and assumptions
that may prove to be incorrect. Accordingly, investors should not place undue reliance on, or base their
investment decision on this information.
CARE Research, a division of Credit Analysis & Research Limited, has taken due care and caution in preparing
the CARE Report 2015 based on the information obtained by CARE from sources which it considers reliable
(“Data”). However CARE does not guarantee the accuracy, adequacy or completeness of the Data/CARE
Report 2015 and is not responsible for any errors or omissions or for the results obtained from the use of
Data/CARE Report 2015. CARE Research operates independently of ratings division and this report does not
contain any confidential information obtained by ratings division, which they may have obtained in the regular
course of operations. The opinion expressed in this report cannot be compared to the rating assigned to the
company within this industry by the ratings division. The opinion expressed is also not a recommendation to buy,
sell or hold an instrument. The CARE Report 2015 is not a recommendation to invest/disinvest in any company
covered in the Report. CARE especially states that it has no liability whatsoever to the
subscribers/users/transmitters/distributors of the CARE Report 2015.
Overview of Economy
Global economy
Global economy is expected to rebound as per International Monetary Fund’s (IMF) world economic outlook,
which is expected to grow at 3.5% in H2 2014 up from 3.3% in H1 2014. Global economy is expected to pick up
in 2015 and 2016, with expected growth of 3.8% and 4% respectively.
Pick up in global economy in H2 2014 is expected to be driven by strong growth in USA, improved labor and
employment conditions and high demand from emerging economies such as China and India.
Exhibit 1: Global GDP growth and forecasts
Real GDP Growth (%)

Country/ Group Actual Forecasted
2011 2012 2013 2014E 2015E 2016E
Brazil 2.7% 1.0% 2.5% 0.3% 1.4% 2.2%
China 9.3% 7.7% 7.7% 7.4% 7.1% 6.8%
Emerging Asia 9.5% 7.7% 6.7% 6.6% 6.5% 6.6%
Euro Area 2.0% 1.6% -0.7% -0.4% 0.8% 1.3%
India 6.6% 4.7% 5.0% 5.6% 6.4% 6.5%
Japan -0.5% 1.5% 1.5% 0.9% 0.8% 0.8%
United Kingdom 1.1% 0.3% 1.7% 3.2% 2.7% 2.4%
United States 1.6% 2.3% 2.2% 2.2% 3.1% 3.0%
World 4.1% 3.4% 3.3% 3.3% 3.8% 4.0%
Source: IMF world economic outlook (Oct 2014)
Global economy growth is expected to remain uneven across geographies with emerging economies like China
and India expected to grow strongly in the next 3 years.
51
Indian Economy
Indian economy, as reflected by the GDP numbers, grew at a CAGR of 6.8% during the last 5 year period (FY
2010-14). Growth slowed down in FY 2013 and FY 2014 with decrease in investments and low business
confidence. GDP growth for Q2 FY 2015 at 5.3% (year on year) has been a positive development beating the
market held expectations of 5%. Higher than expected growth rate was driven by increased government
expenditure in Q2. For H1 FY 2015, GDP growth was recorded at 5.5% vis-à-vis 4.9% over the same period in
FY 2014. Growth was also supported by increase in business confidence and higher manufacturing output in Q2.
Infrastructure development is one of the primary drivers of India’s overall development. India’s infrastructure
spending as a percentage of GDP grew from 5.2% in 10th five year plan period to 7.6% in the 11th five year plan
period. Planning commission expects further growth to 10% in 12th plan period. For this, Government of India
has earmarked USD ~1 trillion of investment in infrastructure sector. (Source: Infrastructure segment report,
IBEF)
Gross Fixed Capital Formation (GFCF) is a measure of new fixed asset creation in the country. This measure has
strong linkages with construction sectors which drives creation of fixed assets. With lowered investments and
slow down of economy, the GFCF growth also slowed down considerably and registered a decline of ~0.1%
during the FY 2014. As per RBI, the GDP is expected to be around 5.5% for FY 2015, which is expected to
translate into a GFCF growth of 6% in FY 2015.
Exhibit 2: Indian GDP and Gross Fixed capital formation growth rate
Source: RBI, CARE research

With IMF’s forecast of Indian GDP in 6-7% range for the next 5 years, GFCF growth is expected to be around 8-
10%. This strong growth in GFCF is expected to create significant opportunities for the construction segment
driving demand for pre-engineered building suppliers.
PEB Overview
India’s per capita steel consumption is significantly lower than the global average with ~57.8 kg in 2013 vis-a-
vis the global average of 225.2 kg. Furthermore, PEB segment in India is still in a nascent stage in the
construction segment and has low penetration as compared to the advanced economies in the world. (Source:
Overview of steel sector, 2013, Ministry of Steel, India)
PEB concept was introduced in India in the late 1990’s and underwent the first wave of adoption in 2000’s. It is
highly favoured due to its lower project costs and lower turnaround time. The PEB market in India is the third
largest market in the world after the United States and China as of FY 2014.
Indian PEB market size is estimated to be around ` 55,000 million for FY 2014. Kirby, Interarch and PEBS
Pennar are the major players in India, in terms of revenues. Overall PEB Industry capacity is estimated to be
around 1.6 million metric tonnes in FY2014. Capacity utilization for overall industry is estimated to be around
45%. Industrial segment (industrial sheds and manufacturing facilities) contributes to 71% of the market share
followed by commercial (including warehouses and, retail shops) which contributes 19% of the market. Share of
52
infrastructure segment (railway stations, metro station, aviation hangars and others) is at 8% which is low in
comparison to the global average.
Success in PEB industry is driven by design capability of players along with their proficiency on factors such as
technology, manufacturing footprint, sales and marketing and pricing. Superior design talent along with
advanced design technology is a must for success in PEB industry. Ability is to meet large orders and deliver
them across India is a critical driver of success for the PEB players. Customer apprehension about strength of
steel structures, cyclical nature of end-user demand, intermittent nature of large profitable orders, requirement of
skilled manpower, fluctuation in material prices (mainly steel) and taxation anomalies remain as some of the
challenges for the industry.
Indian PEB industry is a high growth opportunity market. Even though the market in India is fragmented,
companies can still create profitable businesses by increasing switching costs and creating differentiation
through engineering services and excellent supply chain capabilities.
Indian & Global Pre-Engineered Building (PEB) Industry
PEB Industry evolution
Pre-engineered buildings industry traces its roots to US (1900s) with construction of simple industrial buildings
using straight columns, sectional roofs, truss rafters and other connectors. In 1940s acceptance of PEB grew
driving mass production in USA. With advent of computers in 1960s the PEB designs became more organized
driving the adoption of PEB structures even higher in USA and other advanced economies of the world.
(Source: MBMA, CARE research)
By 1980, PEB became accepted form of construction for industrial and other commercial segment in US and
other developed countries. In US, the PEB contributed to as high as 70% of industrial buildings construction.
PEB was introduced in India during late 1990s with onset of Indian economic growth post liberalization of 1991.
However, the acceptance among consumer segments began in early 2000 with a strong burst of growth during
2009-12 periods. PEB growth was following a strong fixed capital formation in India and increased adoption by
the customers. This period of high growth saw entry of new players in the industry. However, with slowdown of
Indian economic growth and decline in GFCF during last 2 years, saw the Indian PEB industry stagnate.
53
Market size and expected growth
Global PEB market in 2014 was estimated at US$ 7.9 bn. USA is the largest PEB market in world with market
size of roughly US$ 2.3 billion followed by China (US$1.3 billion) and India (US$ 0.9 billion). In USA, 50-70%
of industrial and commercial buildings are PEB based buildings. Other major markets include Europe (US$ 0.9
billion). Africa PEB market is estimated at ~US$ 0.6 billion driven by strong demand in South Africa and
Nigeria. (Source: CARE research)
Exhibit 4: Global PEB market
Source: CARE research
Global PEB market is expected to grow at 12% CAGR in the next 5 years driven by recovery of demand in USA
and new demand from emerging economies of China and India which are expected to grow in 15-20% range. In
2014, industrial sub-segment dominated the global PEB market with 60% share followed by demand from
commercial (25%), infrastructure (10%) and community segment (10%).
Exhibit 5: US PEB market growth
Source: MBMA, CARE research
US market has been recovering from the 2009 fall and grew at 8% CAGR during 2009-14.
54
In USA commercial (35%) forms the largest segment of PEB market. Manufacturing (29%) is second largest
segment followed by community building (15%) and other miscellaneous buildings (14%).
55
SUMMARY OF OUR BUSINESS
Some of the information contained in the following discussion, including information with respect to our plans
and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the
section titled “Forward-Looking Statements” on Page 14 for a discussion of the risks and uncertainties related
to those statements and also the section titled “Risk Factors” on Page 16, “Financial Statements” on Page 190
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Page 239
for a discussion of certain factors that may affect our business, financial condition or results of operations. Our
actual results may differ materially from those expressed in or implied by these forward-looking statements. Our
fiscal year ends on March 31 of each year, so all references to a particular fiscal are to the twelve-month period
ended March 31 of that year.
In this section, a reference to the “Company” means Pennar Engineered Building Systems Limited. Unless the
context otherwise requires, references to “we”, “us” or “our” refers to Pennar Engineered Building Systems
Limited.
Unless otherwise indicated, financial information included herein are based on our Restated Financial
Statements included in this Draft Red Herring Prospectus beginning on Page 190.
Overview
We are one of the leading custom designed building systems solutions providers in India (Source: Care Report,
2015). Our capabilities include designing, manufacturing, supply and assembly of custom designed building
systems. Our products and services include pre-engineered buildings, design and engineering services, solar
module mounting structures, cold form buildings and structural steel products which are widely used for various
manufacturing, warehousing, industrial, infrastructure and custom designed commercial buildings.
Since the commencement of our business activities in January 2010 and as of January 31, 2015, we have
completed design, manufacturing, supply and assembly of 82,120 MT covering sqm area of 18,16,266 pre-
engineered buildings in various sectors including warehousing, retail and manufacturing; design, supply and
erection of solar module mounting structures for generation of solar power; design, manufacturing, supply and
erection of structural steel buildings and cold form buildings. In addition to providing design and engineering
services for the projects which are designed, manufactured and supplied by us, we have also provided design and
engineering services for projects being executed by others. Since our inception, we have experienced sustained
growth in financial indicators including our revenue, EBITDA, PAT, ROC and ROCE as well as a consistent
improvement in our balance sheet position in the last five fiscals. For further details on our financial
performance please refer to section titled “Financial Statements” beginning on Page 190 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on Page 239.
Our core product, i.e. pre-engineered buildings are steel buildings which are custom designed and fabricated to
every customer’s requirements in accordance with the applicable standards. The fabrication of pre-engineered
building components is carried out in our manufacturing facility under strict quality control at every level of
production and as per detailed designs created by us and approved by our customers. Pre-engineered buildings
offer enhanced speed in delivery and erection, flexibility in expansion and are capable of withstanding weather
pattern changes. In addition to our core manufacturing activities for pre-engineered building systems, our
operations also include (i) design, supply and erection of solar module mounting structures for solar energy
parks; (ii) design, manufacturing, supply and assembly of commercial buildings such as high-rise buildings,
multi-level car-parks, low cost housing and other structural steel products; and (iii) cold form structures like
schools, low cost housing. We also provide design and engineering services to our customers using advanced
software platforms.
We have a non-exclusive technical know-how licensing arrangement with NCI Group, Inc., an established player
in the United States’ metals buildings market, for supply of standing seam roofing panel system in India under
the brand name ‘Double Lok®’. We are one of the few companies that offer leak-proof roofing systems in India.
We have also entered into a design services out-sourcing agreement with a US based entity engaged in business
similar to ours, pursuant to which we offer our design and engineering services to them by using their software
for manufacturing of pre-engineered buildings by them for their overseas customers.
Our manufacturing facility, which is spread over an area of 35 acres and 271/2 guntas is located at Ankenpally
Village, Sadashivpet in the State of Telangana on the Hyderabad-Mumbai National Highway (NH-9). It is
56
equipped with high-precision machines to fabricate and supply quality-replete steel buildings and has a
production capacity of 90,000 MT per annum of fabricated structural metal products a year. Our manufacturing
facility also houses a testing lab for quality checks of our products at various stages of manufacturing. Our
manufacturing facility has received a “Gold Rating” from the Indian Green Building Council for our practices in
green building technology which includes incorporation of solar PV system, sewage treatment plant, energy
efficient designs for the building, and drought tolerant species for landscaping among others. Our manufacturing
facility is also ISO 9001:2008 (Design, manufacture, supply and erection of pre-engineered building systems)
certified.
We believe that we have established our execution capabilities in a very short span of time, which has enabled us
to develop firm relationships with various manufacturing and infrastructure companies and have managed to
secure repeat orders from our customers. We have an established track record of executing projects with
distinctive features, some of which were achieved for the first time in the Indian pre-engineered buildings
industry. Some of our key projects include (i) execution of a 99 metre clear span building with 27 metre peak
high, the single largest clear span building ever executed by a PEBS player in India; (ii) execution of the first
pre-engineered building in India with EOT crane capacity of 250 MT; (iii) execution of a multi-storied building
in pharma sector with a height of 33 metre (ground + 7 floors); (iv) execution of a 400,000 sq ft National
Distribution Centre for a leading retail and distribution entity. In addition to the aforesaid, our products have also
been used for metro stations, international airports, aircraft hangars and military engineering services projects.
We have a strong customer profile and cater to some of the leading manufacturing companies in India. Some of
our major customers include Ultratech Cement Limited, India Cements Limited, Volvo India Private Limited,
Larsen & Toubro Limited (CMB Division), Calderys India Refactories Limited, Maha Logistics Private Limited,
Etco Denim Private Limited, Shyam Indofab Private Limited, Rudrapratap Indian Logistics Private Limited,
Indian Corporation and Azure Power.
As of February 28, 2015, we had 404 permanent full time employees. Some of our key managerial personnel
have more than 15 years of experience in the pre-engineered building and steel structure industry. As of
February 28, 2015, we have also employed around 687 contract labourers at our manufacturing facility.
We are a subsidiary of Pennar Industries Limited ("PIL"), a manufacturer of engineering products. The equity
shares of PIL are listed on the BSE, NSE and MCX since 1988, 2010 and 2013, respectively.
In fiscal 2012, 2013, 2014 and the eight months ended November 30, 2014, revenues from operations (gross)
were ` 2,686.05 million, ` 3,131.65 million, ` 4,022.37 million and ` 2,586.22 million, respectively. In fiscal
2012, 2013, 2014 and the eight months ended November, 2014, profit after tax, as restated were ` 105.82
million, ` 147.62 million, ` 181.86 million and ` 41.66 million, respectively. As of February 28, 2015, we had
147 ongoing projects across 16 states in India at various stages of execution aggregating to a total order value of
` 3,700.67 million. Our Order Book information is only indicative of future revenues and you should not place
undue reliance on such information in making an investment decision.
Competitive Strengths
We believe the following are our principal competitive strengths:
Strong Engineering Design Capabilities
We have been able to implement the latest technologies and implement best practices for manufacturing our
products.
Our Company has an in-house design and engineering team comprising of 103 technical personnel as of
February 28, 2015 all of whom are trained in design and detailing. The average work experience of our design
team is over 7 years. We have also entered into a design services out-sourcing agreement with an entity in the
United States of America, pursuant to which we offer our design and detailing services to them by using their
software platforms for manufacturing of pre-engineered buildings for their overseas customers. Access to their
software platforms also gives our design and engineering team an exposure to the latest know-how, design and
computer aided technologies being developed and updated overseas. We have also licensed some of the latest
and advanced software in computer aided design technology and manufacturing, which are used by our design
and engineering team to effectively achieve the design and detailing parameters based on our customer’s
requirements. Some of the latest software used by our design and engineering team includes Autodesk Auto
CAD 2015, STAAD Pro, MBS, Stru AD, ETABS NL, 3Ds Max Design and Tekla X‐Steel.
57
Our design and engineering team is trained to handle these complex software enabling them to design complex
custom designed building structures. Our design and engineering team and our in house capabilities enable us to
have strong designs built on knowledge of our experienced personnel.
Established track record for timely execution
In a short span of just over 5 years, since commencement of our operations, we have successfully established a
track record of timely execution of more than 400 projects for various companies in sectors such as
manufacturing, warehousing, retail etc. We believe that our supply chain relationships, internal processes,
network of sales offices and building contracts and our integrated operations contribute significantly to enable us
to complete our projects efficiently and in a timely manner.
Our raw material supply chain relationship ensures that the raw materials are delivered to our manufacturing
facility on time, enabling us to manage our processes effectively and maintain our raw material inventory for a
rolling period of around 2 months. We have consolidated our order management and project management
departments into one, to ensure operational efficiencies by having an overall control of the manufacturing
process. Our order management, operations and project management teams work in conjunction with our design
and engineering team to deliver the most appropriate and customised designs for manufacturing of our products
for the customers in a time bound manner. The order management department is responsible for proper handling
of all secured jobs, and routing them through the various relevant departments within our Company, so as to
deliver the project in the time span agreed with customer. The order management department is also responsible
for coordination with the customer on all aspects of the project after an order is placed including handling of
claims, timely intimation to the customer. Order management department acts as a necessary link between the
customers and various necessary departments within our Company.
Each of our internal departments are governed by guidelines clearly specifying the nature of decision making
and the time limit within which the decision is to be made at each step of execution of a project preventing
delays. Our lean corporate structure enables us for quick response and decision making which enables us to be
responsive to both market and customer needs. We believe that our clearly laid out processes for execution helps
us in coordinating with our internal departments, suppliers and customers in an effective manner and the same
transpires in our execution capability. We also have a network of approved building contractors across India,
whom we use for site preparation works (i.e. civil works, anchor bolt casting and the general readiness of the
site) for our projects. Our project management team is responsible for coordinating with the building contractors.
Since we are able to obtain significant operational synergies and efficiencies through horizontal and vertical
integration of our operations, including in terms of a secure connectivity and an Enterprise Resource Planning
(ERP) system implemented in majority of our operations and departments, our ability to deliver projects on time
is strengthened.
Our ability to provide end to end solutions to our customers ranging from product conceptualization, designing,
manufacturing, testing, supplying and assembling, has made us the preferential pre-engineered buildings solution
provider for some of our major customers. As of January 31, 2015, we have repeat orders from 14 customers,
including customers like Ultratech Cements Limited, Volvo India Private Limited and Larson & Toubro
Limited.
Diversified products and solutions
Custom designed pre-engineered buildings, is our key product offering. In addition to our core manufacturing
activities for pre-engineered building systems, we offer diversified products and services to our customers. Our
product offerings include (i) design, supply and erection of solar module mounting structures for solar energy
software platforms and have provided innovative solutions in our product and services offerings. For further
details on our products, please refer to sub-section titled “Our Business-Our Product Offerings” on Page 133.
Our ability to offer diversified product range as an integrated solutions provider having presence across various
levels of pre-engineered buildings component value chain ranging from product conceptualization, designing,
manufacturing, testing, supplying and assembling, makes us the preferred pre-engineered buildings solution
provider for some of our major customers.
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Strong financial performance
As of November 30, 2014, the total outstanding debt (short term and long term) of our Company was ` 330.07
million. As of November 30, 2014 our total debt to equity ratio was 0.30:1. Since our inception, we have
experienced sustained growth in financial indicators including our revenue and PAT, as well as a consistent
improvement in our balance sheet position in the last five fiscals, wherein we have seen an increase in our net
worth. We believe that we have been able to achieve this position as an effect of capital efficient business model
and cost optimization of our sourcing, design and manufacturing processes.
We strive to maintain a robust financial position with emphasis on having a strong balance sheet and increased
profitability. Our strong balance sheet and positive operating cash flows coupled with low levels of debt enable
us to fund our strategic initiatives, pursue opportunities for growth and better manage unanticipated cash flow
variations. Our financial strength provides us a valuable competitive advantage in terms of access to bank
guarantees and letters of credit, which are factors critical to our business.
The table below sets forth some of the financial indicators for fiscal 2010, 2011, 2012, 2013, 2014 and the eight
months ended November 30, 2014:
(` in million, unless otherwise stated)
Particulars Fiscal 2010 Fiscal 2011 Fiscal 2012 Fiscal 2013 Fiscal 2014 For the eight
months
period ended
November
30, 2014
Revenues
from
309.15 1,461.20 2,458.55 2,869.95 3,643.29 2,353.95
Operations
(net)
EBITDA 24.51 176.81 295.19 369.83 398.25 167.75
RONW (%) 0.94 18.86 25.39 20.97 16.90 3.73
For further details on a comparative analysis of our financial position and revenue from operations, see the
section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
Page 239.
Experienced senior management team, technically skilled and motivated employees and strong parentage
We believe that our qualified and experienced senior management team, technically skilled employee base and
established Promoter have contributed to growth of our operations and the development of in-house processes
and competencies.
Our Chairman, Joginapally Venkata Nrupend Rao and our Managing Director, Potluri Venkateswara Rao have
significant experience in the manufacturing and pre-engineered building systems businesses in India. Joginapally
Venkata Nrupender Rao has around 40 years of work experience and Potluri Venkateswara Rao has around 34
years of work experience in the industry in which we operate. Our senior management team consists of
technically qualified and highly experienced professionals in the industry we operate in. They bring with them,
extensive experience in sales and marketing, order management, design and engineering, purchase, operations,
human resources, finance and after sales services. We believe that our management framework allows us to
maintain the flexibility to address the markets and the geographies we operate in. We believe in high standards
of ethical integrity and we ensure that all our business functions are carried out in a transparent manner. For
further information on our key managerial personnel who have contributed to our growth, see the sub-section
titled “Our Management-Key Management Personnel” beginning on Page 176.
Our human resources policies are aimed towards recruiting talented employees and facilitating their integration
into our Company and encouraging development of their skills. We believe the strength and quality of our
technically skilled team and the nature of our organizational structure has been instrumental in implementing our
business and growth strategies. We believe that our talented and motivated employees have been key to our
success so far and will further enable us to capitalize on future growth opportunities.
Our Promoter, PIL, has been listed on the BSE Limited for 26 years and follows high standards of corporate
governance. PIL has over 35 years of experience in manufacturing wide variety of steel products with over 600
59
customers and five manufacturing plants located at Patancheru, Isnapur in Telangana, Chennai and Hosur in
Tamil Nadu and Tarapur in Maharashtra. We benefit greatly from the experiences of PIL in the industry we
operate in.
Technical Know-how arrangement with NCI Group, Inc.
We have non-exclusive technical know-how license arrangement with NCI Group, Inc., an established player in
the United States’ metals buildings market, for supply of standing seam roofing panel system in India under the
brand name ‘Double Lok®’. We are one of the few companies that offer leak-proof roofing systems in India.
Pursuant to the terms of the license arrangement, NCI Group, Inc., has authorised Bradbury Company, Inc.,
which manufactures the roll forming equipment and corresponding proprietary tooling used for production of the
Double Lok® roofing systems, to replicate one or more of the roll forming equipment and corresponding
proprietary tooling for us. Our technology tie up with NCI Group, Inc. has proven to be a key differentiator in
comparison to our competitors.
Our Business Strategy
We are committed to continuing to increase our market shares across our product verticals and to diversify our
product offerings, customer base and geographical footprint, thereby minimizing our exposure to particular
sectors, markets and customers. Towards this objective, we believe, our growth and strategies are as follows:
Strengthen our presence in India and grow in new geographies
We constantly seek to enhance our addressable markets with our pan-India integrated service delivery model
through our sales offices at Mumbai, New Delhi, Ahmedabad, Pune, Bengaluru, Kolkata, Chennai and
Vishakhapatnam. We intend to continue to cater to the customers in other parts of India in order to increase our
market share. We are exploring opportunities to expand our manufacturing facilities at such locations which are
corridors of growth and also facilitate manufacturing facilities such as ours.
We are considering the possibility of setting up another manufacturing facility in either northern, western or
central part of India to cater to our customers in those geographies. We plan to leverage our market presence, our
brand name and execution capabilities to attract new clients and obtain new projects in different geographies.
In addition to looking for expansion opportunities within India, we intend to leverage our experience and track
record of working on complex customised projects to expand our operations internationally, particularly in
Africa, Indonesia and North America. We are also evaluating the possibilities of entering into partnerships/
alliances with local partners to understand and penetrate newer markets. We also continue to actively evaluate
opportunities to undertake international projects.
Enhancing and expanding our product portfolio and increasing our installed capacity
We propose to continue to expand our product portfolio by upgrading and introducing new products under our
business verticals. We believe that our strong technical and project execution capabilities and qualified and
technically skilled employee pool will enable us to enhance and expand our product portfolio. We believe that
diversifying our product offerings will enable us to further grow our business operations, reduce the risk of
dependency on existing products and strategically target higher margin opportunities. The Government of India’s
“Make in India” programme is expected to boost the industrial production in the near future which should have a
positive impact on the demand for our products. Also, the decision of the Government of India to source defence
equipment from domestic market to a larger extent will significantly encourage manufacturing industries in this
segment. Also, the recent announcements from the Government of India to develop ‘Smart Cities’ is expected to
have a positive impact for demand of our products. We will continue to explore opportunities to expand our
manufacturing capabilities to design, manufacture, supply and assemble the following products line:
Structural Steel and High rise buildings: We believe both the products have high potential in near future.
Currently, our Company is providing high rise buildings solutions only in Hyderabad. We intend to expand these
products to other cities from the next fiscal year. We also intend to develop the technology for structural steel
buildings for these products, for which we intend to procure the necessary software tools which can help in
design of these products. Structural steel products find application in metro station structures, airport structures,
telecommunication towers, multi-level car parks, broadcasting towers, flood light towers, power transmission
towers among others.
60
Design and Engineering Services: We continue to focus on developing integrated and comprehensive
engineering design solutions. We have also entered into a design services out-sourcing agreement with an entity
in the United States of America, pursuant to which we offer our design and detailing services to them. We
continue to explore strategic partnerships with international players for enhancement of our engineering design
capabilities.
Solar Module Mounting Structures: We design, supply and erect structures which are used for mounting solar
modules. This product finds application in solar photo-voltaic plants, solar canal tops, solar roof tops, solar
thermal plants and solar car parks.
Low cost housing: With increase in focus of both central and state governments on providing low cost housing in
India, we perceive this as a good opportunity to capitalize on cold form structures in the coming years of our
operations. With experience of supplying more than thousand buildings with similar profile we have the
optimum technology and experience for supplying such structures without any additional capital expenditure.
We have in the past designed, manufactured and supplied school class room buildings using the cold form
structures. Apart from low cost housing, we can use the same technology for designing, manufacturing,
supplying and assembling rural kitchen buildings, anganwadi buildings, rural medical centres etc.
Other Products: Our strong technical and project execution capabilities and qualified and technically skilled
employee pool enables us to offer additional products without incurring any significant capital expenditure. We
intend to offer grain silos and building façade as our new product offerings. Grain silos are large storage units
where grains can be stored. Due to significant grain losses during storage, central and state governments are
focused toward silo storage. Presently, we have the infrastructure and technology to design and manufacture
outer shells of the grain silos. In order to make an entry into this product line, we are desirous of having a
technology tie up with a global player for the supply of grain silos systems.
We intend to continue the expansion of installed capacity thereby increasing our manufacturing capacities in
order to, address emerging demand, leverage economies of scale, widen geographic presence and provide unique
and value-added products and services to our customers. We recognize that there is significant growth potential
in manufacturing the aforesaid products and we believe we are well positioned to capitalize on the opportunities
presented by the markets. We will continue to use our design capabilities and manufacturing strength to develop
innovative designs for our products which will help lower manufacturing costs and expand our geographical
presence and customer base.
Expansion of our design and engineering capabilities
We believe our design and engineering services business is a high growth and high margin business. We intend
to continue to invest in our design and engineering services which we believe forms the backbone of our
business. We have also entered into a design services out-sourcing agreement with an entity in the United States
of America, pursuant to which we offer our design and detailing services to them. We have developed a strong
design and engineering team which exclusively works on these projects. Within a short span of 10 months, we
have been able to complete orders to the satisfaction of our customer. Pursuant to our design services out-
sourcing agreement our design and engineering team has been exposed to customised software thereby
enhancing their skill set. Going forward we intend to leverage our design and engineering experience to
concentrate on receiving big orders from overseas and domestic market. For more details on the expansion plans
of our design and engineering services, please refer to section titled “Objects of the Issue” on Page 96.
To achieve our expansion plans, we are contemplating both organic as well as inorganic growth. In the future,
we may consider setting up an off-shore branch office to cater to local opportunities at such location. We
endeavor to focus on process, product innovation and value engineering solutions in order to meet the
requirements of a wider range of products, geographies, applications and other customer specifications, so as to
strengthen and diversify our customer base and product portfolio. We intend to continue the expansion of our
design and engineering capacities in order to, address emerging demand, leverage economies of scale, widen
geographic presence and provide unique and value-added services to our customers. We recognize that there is
significant growth potential in design and engineering services and we believe we are well positioned to
capitalize on the opportunities presented by the markets. We will continue to use our design capabilities to
develop innovative designs for our products which will help us in further establishing our design and engineering
capabilities.
61
Targeting new customer accounts and expanding existing customer accounts
We intend to increase our sales and customer penetration by targeting new customer accounts and expanding our
existing customer accounts in our principal markets by offering our entire range of products. Towards this
objective, we seek to continue to consolidate and develop our relationships with large and renowned corporate
groups whose product portfolios are spread across manufacturing industries, as well as our design and
engineering innovation competencies so as to be able to enter new and related markets and acquire, evolve and
strengthen our customer relationships. While we believe our existing clients provide us with the necessary
drivers to generate growth, we intend to continue to focus on new clients.
We also believe that we will be able to capitalize on our reputation for quality, consistent performance and
customer satisfaction in our existing markets and product verticals to target new customers.
Continue to enhance our brand in the PEBS industry.
We believe that that our brand is synonymous with credibility, reliability, efficiency and project execution
capability in the industry in which we operate. We wish to continue to enhance our brand value by
continuously delivering quality product and services to our existing and prospective customers so that we
become the preferred pre-engineered buildings solution provider for all our existing and prospective customers
thereby increasing our market share.
62
SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial statements derived from our Restated Financial Statements
for and as of Fiscals 2014, 2013, 2012, 2011 and 2010 and eight months ended November 30, 2014. These
financial statements have been prepared in accordance with Indian GAAP and the Companies Act and restated in
accordance with the SEBI ICDR Regulations and are presented in the section titled “Financial Statements”
beginning on Page 190. The summary financial statements presented below should be read in conjunction with
our Restated Financial Statements, the notes and annexures thereto and the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on Page 239.
ANNEXURE – 1 : RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
(₹ in million)
Particulars As at 30 As at 31 March,
November, 2014 2013 2012 2011 2010
2014
A EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 304.69 304.69 274.91 250.00 250.00 250.00
(b) Reserves and surplus 811.87 771.29 429.01 166.85 61.03 2.36
1,116.56 1,075.98 703.92 416.85 311.03 252.36
2 Non-current liabilities
(a) Long-term borrowings 1.21 1.51 - 36.74 0.87 272.50
(b) Deferred tax liabilities (net) 32.99 29.80 16.00 26.64 19.91 0.77
(c) Other long-term liabilities 28.87 22.93 16.59 6.99 4.84 -
(d) Long-term provisions 32.36 15.27 10.73 6.72 2.98 1.27
95.43 69.51 43.32 77.09 28.60 274.54
3 Current liabilities
(a) Short-term borrowings 328.42 344.63 494.43 477.29 509.82 138.71
(b) Trade payables 707.54 834.55 529.68 454.10 239.81 45.89
(c) Other current liabilities 399.49 265.13 527.82 406.83 196.30 113.91
(d) Short-term provisions 23.34 50.74 77.62 4.16 14.85 2.36
1,458.79 1,495.05 1,629.55 1,342.38 960.78 300.87
TOTAL 2,670.78 2,640.54 2,376.79 1,836.32 1,300.41 827.77
B ASSETS
1 Non-current assets
(a) Fixed assets
(i) Tangible assets 618.13 608.24 445.86 461.47 468.89 391.70
(ii) Intangible assets 35.70 16.59 16.98 17.24 13.10 13.22
(iii) Capital work-in-progress 3.18 61.44 137.50 14.77 2.72 0.99
657.01 686.27 600.34 493.48 484.71 405.91
(b) Non-current Investments - - - 0.10 - -
(c) Long-term loans and advances 18.07 19.16 11.31 23.80 8.58 5.63
(d) Other non-current assets - - 38.02 35.53 - -
675.08 705.43 649.67 552.91 493.29 411.54
2 Current assets
(a) Current investments - 255.01 33.00 - - -
(b) Inventories 977.70 661.25 455.59 432.28 441.93 149.02
(c) Trade receivables 712.30 680.80 633.60 431.95 246.66 70.91
(d) Cash and cash equivalents 41.96 61.34 258.99 60.85 54.20 69.24
(e) Short-term loans and advances 153.27 185.64 86.00 79.86 48.26 126.98
(f) Other current assets 110.47 91.07 259.94 278.47 16.07 0.08
1,995.70 1,935.11 1,727.12 1,283.41 807.12 416.23
TOTAL 2,670.78 2,640.54 2,376.79 1,836.32 1,300.41 827.77
To be read together with summary of significant accounting policies and notes to accounts on “Financial Statements -
Annexure -4: Summary of Significant Accounting Policies and Notes to Accounts” on Page 197.
63
ANNEXURE – 2: RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS
(₹ in million)
Particulars For the eight For the year ended 31 March,
months 2014 2013 2012 2011 2010
period ended
30 November,
2014
1 Revenue from operations 2,586.22 4,022.37 3,131.65 2,686.05 1,595.05 323.00
(gross)
Less: Excise duty 232.27 379.08 261.70 227.50 133.85 13.85
Revenue from operations (net) 2,353.95 3,643.29 2,869.95 2,458.55 1,461.20 309.15
2 Other operating revenue 17.61 26.23 30.51 26.98 13.58 -
3 Other income 11.20 27.95 9.15 3.60 3.10 1.47
4 Total Revenue (1+2+3) 2,382.76 3,697.47 2,909.61 2,489.13 1,477.88 310.62
5 Expenses
(a) Cost of materials consumed 1,533.98 2,213.76 1,734.07 1,549.00 977.54 214.68
(b) Changes in inventories of (224.25) (139.36) 13.92 (66.20) (103.26) (51.15)
finished goods and work-in-
progress
(c) Employee benefits expense 187.17 223.08 181.13 143.49 94.12 53.24
(d) Finance costs 66.53 77.00 115.36 109.54 67.91 16.19
(e) Depreciation and 38.76 33.48 30.92 28.78 20.07 4.62
amortisation expense
(f) Other expenses 718.11 1,001.74 610.65 567.65 332.67 69.34
Total Expenses 2,320.30 3,409.70 2,686.05 2,332.26 1,389.05 306.92
6 Profit before tax as restated 62.46 287.77 223.55 156.87 88.83 3.70
(4-5)
7 Tax expense:
(a) Current tax expense 16.67 92.53 86.20 44.68 12.60 0.53
(b) Deferred tax 3.75 13.80 (12.06) 5.58 19.15 0.77
(c) Fringe benefit tax - - 0.04 - - -
Add/(Less) Adjustment on 0.38 (0.42) 1.74 0.79 (1.59) 0.04
account of restatement - Refer
Annexure - 5
20.80 105.91 75.93 51.05 30.16 1.34
8 Profit for the year as restated 41.66 181.86 147.62 105.82 58.67 2.36
(6-7)
9 Earnings per equity share
(nominal value of share ₹ 10
each):
(a) Basic 1.45 7.06 5.81 4.23 2.35 0.17
(b) Diluted 1.37 6.03 5.81 4.23 2.35 0.17
Summary of Significant
Accounting Policies and Notes
to Accounts
To be read together with summary of significant accounting policies and notes to accounts on “Financial Statements -
Annexure -4: Summary of Significant Accounting Policies and Notes to Accounts” on Page 197.
64
ANNEXURE -3: RESTATED SUMMARY STATEMENT OF CASH FLOWS
(₹ in million)
months period 2014 2013 2012 2011 2010
ended 30
November,
2014
Cash flow from operating activities:
Profit before Tax as restated 62.46 287.77 223.55 156.87 88.83 3.70
Adjustments for:
Depreciation and amortisation 38.76 33.48 30.90 28.77 20.09 4.62
Finance costs (excluding unrealised
exchange loss) 66.53 77.00 112.46 109.54 67.91 16.20
Loss on sale of assets - 0.69 - 0.02 0.58 (0.14)
Provision for doubtful trade and other
receivables, loans and advances (net) 13.84 20.36 6.99 4.85 0.24 -
Dividend Received (6.70) (4.01) - - - -
Net gain on sale of investment - (8.29) - - - -
Interest income (2.94) (14.57) (4.50) (2.33) (1.29) (0.15)
Rental income from operating leases (7.97) (16.41) (4.51) (3.18) (0.51) -
Net unrealised exchange loss - - 2.90 0.11 - -
Operating profit before working
capital changes 163.98 376.02 367.79 294.65 175.85 24.23
Changes in working capital:
Adjustments for (increase) /
decrease in operating assets:
Trade receivables (45.34) (67.54) (206.76) (189.25) (175.74) (71.40)
Inventories (316.45) (205.66) (23.31) 9.65 (292.90) (149.02)
Short-term loans and advances 32.37 (89.62) (8.19) (38.78) 85.30 (126.39)
Long-term loans and advances (0.03) (6.35) 1.11 (5.55) (1.83) (0.48)
Other current assets (16.72) 169.70 18.75 (30.39) (15.76) -
Other non current assets - 34.62 (2.49) (34.62) - -
Adjustments for increase /
(decrease) in operating liabilities:
Other current liabilities 132.32 (217.80) 119.14 (42.98) 104.02 89.24
Other long-term liabilities 5.94 6.33 9.60 2.14 (0.55) -
Short-term provisions 2.69 (2.46) 0.51 0.77 1.70 2.03
Long-term provisions 17.09 4.54 4.01 3.74 1.71 0.74
Trade payables (127.03) 304.88 75.58 214.19 162.57 40.48
Cash generated (used in) / from
operations (151.18) 306.66 355.74 183.57 44.37 (190.57)
Net income tax paid (47.12) (116.53) (18.24) (46.93) (8.38) (2.48)
Net cash flow (used in) / from
operating activities " A " (198.30) 190.13 337.50 136.64 35.99 (193.05)
Cash flow from Investing activities:
Purchase of fixed assets, including
capital work-in-progress and capital
advances (7.07) (127.66) (124.03) (60.89) (97.82) (301.96)
Proceeds from sale of fixed assets - 0.61 0.02 0.02 0.59 -
Balances held as margin money
towards bank guarantee - (41.25) - - - -
Dividend received 6.70 - - - - -
Interest received 0.26 17.14 4.43 1.69 1.06 0.15
Current Investments
- Purchased - (1,041.85) (33.00) - - -
- Proceeds from Sale 255.01 832.15 - - - -
Purchase of long-term investments - - - (0.10) - -
Inter corporate deposit placed - (10.02) - - - -
Rental income from operating leases 7.97 16.41 5.00 2.66 0.51 -
Net cash from / (used in) investing
activities " B " 262.87 (354.47) (147.58) (56.62) (95.66) (301.81)
Cash Flow from financing activities
65
months period 2014 2013 2012 2011 2010
ended 30
November,
2014
Proceeds from issue of preference
shares (net of expenses) - 190.21 139.44 - - 143.30
Proceeds from long-term borrowings - 159.82 - 86.09 1.18 290.00
Repayment of long term borrowings (0.27) (194.00) (40.87) (10.21) (20.10) -
Net increase in working capital
borrowings 83.79 23.37 72.91 8.54 130.07 138.71
Proceeds from short term borrowings - - 197.61 220.17 - 2.50
Repayment of other short-term
borrowings (100.00) (173.17) (253.38) (272.50) - -
Finance Cost (67.47) (80.79) (107.49) (105.46) (66.52) (13.05)
Net cash (used in) / from financing
activities " C " (83.95) (74.56) 8.22 (73.37) 44.63 561.46
Net (decrease) / increase in Cash
and cash equivalents (A+B+C) (19.38) (238.90) 198.14 6.65 (15.04) 66.60
Cash and cash equivalents at the

beginning of the year 20.09 258.99 60.85 54.20 69.24 2.64
Cash and cash equivalents at the end
of the year 0.71 20.09 258.99 60.85 54.20 69.24
Reconciliation of Cash and cash
equivalents with the Balance Sheet:
Cash and cash equivalents 41.96 61.34 258.99 60.85 54.20 69.24
Less: Bank balances not considered
as Cash and cash equivalents as
defined in AS 3 Cash Flow
Statements:
(i) In earmarked accounts
towards bank guarantees 41.25 41.25 - - - -
Net Cash and cash equivalents (as
Statements)
end of the year* 0.71 20.09 258.99 60.85 54.20 69.24
* Comprises:
(a) Cash on hand 0.02 0.01 0.02 0.06 0.01 0.03
(b) Cheques, drafts on hand - - 6.00 - - -
(c) Balances with banks
(i) In current accounts 0.69 20.08 53.37 20.79 27.57 62.25
(ii) In deposit accounts - - 199.60 40.00 26.62 6.96
end of the year 0.71 20.09 258.99 60.85 54.20 69.24
Note
Cash Flow Statement been prepared under the Indirect method as set out in the Accounting Standard 3 on Cash Flow Statements.
ACCOUNTING RATIOS
For the eight

months
For the year For the year For the year For the year For the year
period
ended/ as at ended/ as at ended/ as at ended/ as at ended/ as at
Particulars ended/ as at
31 March, 31 March, 31 March, 31 March, 31 March,
30
2014 2013 2012 2011 2010
November,
2014
Earnings per share
Basic
Net profit for the period /
41.66 181.86 147.62 105.82 58.67 2.36
year ( ₹ in million)
66
For the eight
months
period
30
2014 2013 2012 2011 2010
November,
2014
Less: Preference dividend
5.47 5.47 2.49 - - -
( ₹ in million)
year attributable to the
36.19 176.39 145.13 105.82 58.67 2.36
equity shareholders ( ₹ in
million)
Weighted average
25,000,000 25,000,000 25,000,000 25,000,000 25,000,000 13,708,712
number of equity shares
Par value per share (₹) 10.00 10.00 10.00 10.00 10.00 10.00
Earnings per share -
Basic (₹) Refer note (i) 1.45* 7.06 5.81 4.23 2.35 0.17
below
Diluted
41.66 181.86 147.62 105.82 58.67 2.36
year ( ₹ in million)
Weighted average
number of equity shares - 30,468,750.00 30,174,235.93 25,068,234.00 25,000,000.00 25,000,000.00 13,708,712.00
for diluted EPS
Earnings per share -
Diluted (₹) Refer note 1.37* 6.03 5.81# 4.23 2.35 0.17
(ii) below
Net Asset Value per
Equity Share
Total Assets, as restated 2,,670.78 2,640.54 2,376.79 1,836.32 1,300.41 827.77
Total Liabilities,, as
1,554.22 1,564.56 1,672.87 1,419.47 989.38 575.41
restated
Net Asset Value, as
1,116.56 1,075.98 703.92 416.85 311.03 252.36
restated
Number of equity shares
25,000,000 25,000,000 25,000,000 25,000,000 25,000,000 13,708,712
outstanding
Add : Impact of
outstanding financial
instruments i.e.
5,468,750 5,174,236 68,234 - - -
Compulsorily
Convertible Preference
Shares (CCPS) outstanding
Number of equity shares
30,468,750 30,174,236 25,068,234 25,000,000 25,000,000 13,708,712
considered
Net Assets Value per
equity share Refer note 36.65 35.66 28.08 16.67 12.44 18.41
(iii) below
Return on Net Worth
(%):
Total Assets, as restated 2670.78 2640.54 2376.79 1836.32 1300.41 827.77
Total Liabilities, as
1554.22 1564.56 1672.87 1419.47 989.38 575.41
restated
Less: Revaluation reserve
& Miscellaneous
Expenditure to the extent - - - - - -
not written off, as
restated
Net worth, as restated 1,116.56 1,075.98 703.92 416.85 311.03 252.36
67
For the eight
months
period
30
2014 2013 2012 2011 2010
November,
2014
41.66 181.86 147.62 105.82 58.67 2.36
year
Net worth at the end of
1,116.56 1,075.98 703.92 416.85 311.03 252.36
the year/ period
Return on net worth
3.73%* 16.90% 20.97% 25.39% 18.86% 0.94%
Refer note (iv) below
Notes:
* Not annualised
# Since anti-dilutive, basic EPS considered
Net Profit after tax, as restated for the period / year, attributable to equity
shareholders
(i) Earning Per Share (Basic) =
Weighted average number of equity shares outstanding during the year /
period
Net Profit after tax, as restated for the period / year, attributable to equity
shareholders
(ii) Earning Per Share (Diluted) =
Weighted Average Number of Diluted equity Share Outstanding during the
year
Net Profit after tax, as restated for the period/year, attributable to equity
(iii) Return on Net Worth (%) = share holders
Net worth, as restated, at the end of the year / period
Net Asset Value, as restated, at the end of the period/year

(iv) Net Asset Value Per Equity
Share = Number of equity shares outstanding at the end of the year / period
@ Net Asset value = Total Assets - Total Liabilities

@@ Net Worth = Share capital + Reserves (excluding revaluation reserve) - Miscellaneous Expenditure to the
extent not written off.
68
THE ISSUE
Equity Shares Offered

Issue [●] Equity Shares
of which
Fresh Issue(1) [●] Equity Shares
Offer for Sale(2) 5,516,141 Equity Shares
A) QIB portion(3)(4) Not more than [●] Equity Shares
of which:
Anchor Investor Portion Up to [●] Equity Shares
Balance available for allocation to QIBs other than Anchor Investors Up to [●] Equity Shares
(assuming Anchor Investor Portion is fully subscribed)
of which:
Available for allocation to Mutual Funds only (5.00% of the QIB [●] Equity Shares
Portion (excluding the Anchor Investor Portion))
B) Non-Institutional Portion(4) Not less than [●] Equity Shares
C) Retail Portion(3)(4) Not less than [●] Equity Shares
Pre and post Issue Equity

Equity Shares outstanding prior to the Issue [●] Equity Shares
Equity Shares outstanding after the Issue [●] Equity Shares
Use of Net Proceeds See the section titled “Objects of the Issue”
beginning on Page 93 for information
about the use of the proceeds from the
Fresh Issue. Our Company will not receive
any proceeds from the Offer for Sale.
Allocation to all categories, except the Anchor Investor Portion, if any, shall be made on a proportionate basis.
For further details, see the sub-section titled “Issue Procedure – Allotment Procedure and Basis of Allotment” on
Page 355.
(1) The Fresh Issue has been authorized by a resolution of our Board of Directors dated November 11, 2014 and a
resolution of our shareholders in their Extraordinary General Meeting dated March 16, 2015.
(2) The Equity Shares being offered by the Selling Shareholders in the Issue, and/or the compulsorily convertible
preference shares which were converted into such Equity Shares, as the case may be, being included in the Issue,
have been held by them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus with
SEBI and are eligible for being offered for sale in the Issue. The Offer for Sale has been authorised by the Selling
Shareholders as follows (i) Zephyr Peacock India Fund III Limited has authorised offer of 3,461,222 Equity Shares
in the Offer for Sale by way of the board resolution dated March 25, 2015; (ii) Zephyr Peacock India III Fund has
authorised offer of 1,554,919 Equity Shares in the Offer for Sale by way of resolution of board of directors of ZP
India Advisory Private Limited, its investment manager, dated March 25, 2015; (iii) Usha Ramani Potluri has
consented to offer 200,000 Equity Shares in the Offer for Sale by way of letter dated March 12, 2015; (iv) Vikram
Chachra has consented to offer 200,000 Equity Shares in the Offer for Sale by way of letter dated March 11, 2015;
and (v) Eight Finance Private Limited has consented to offer 100,000 Equity Shares in the Offer for Sale by way of a
board resolution and a letter dated March 11, 2015.
(3) Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60.00% of the QIB
Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least
one-third will be available for allocation to domestic Mutual Funds only. In the event of undersubscription or non-
allocation in the Anchor Investor Portion, the balance of Equity Shares shall be added to the QIB Portion. Subject to
valid Bids being received at or above the Issue Price, undersubscription, if any, in the Non-Institutional Portion and
Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the
discretion of our Company and the Selling Shareholders in consultation with the BRLMs and the Designated Stock
Exchange. However, undersubscription, if any, in the QIB Portion will not be allowed to be met with spill-over from
other categories or a combination of categories.
(4) Allocation to all categories shall be made in accordance with the SEBI ICDR Regulations.
69
GENERAL INFORMATION
Our Company was incorporated on January 17, 2008 as ‘Pennar Engineered Building Systems Limited’, a public
limited company under the Companies Act, 1956. We received the certificate of commencement of business on
February 19, 2008.
For details of the business of our Company, see the section titled “Our Business” beginning on Page 125.
Registered Office and Corporate Office of our Company
Pennar Engineered Building Systems Limited

9th Floor, DHFLVC Silicon Towers
Kondapur, Hyderabad 500 084
Telangana, India
Tel: +91 40 4021 0525
Fax: +91 40 4018 6992
Email: [email protected]
Website: www.pebspennar.in
For further details of change in location of the registered office of our Company, see the sub-section titled
“History and Corporate Structure-Change in Registered Office” on Page 155.
Corporate Identity Number: U45400AP2008PLC057182

Company registration number: 057182
Address of RoC
Our Company is registered with the Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad
situated at the following address:
The Registrar of Companies

2nd Floor, CPWD Building
Kendriya Sadan, Sultan Bazar
Koti, Hyderabad 500 195
Telangana, India
Board of Directors of our Company
Age (in
Name and designation DIN Address
years)
8-2-293/82/A/381, H. No. 442, Plot No. 381,
Joginapally Venkata Nrupender Rao
69 00089922 Road No. 10, Jubilee Hills, Hyderabad 500 033,
Chairman and non-executive Director
Telangana, India
179 Ushodaya Enclave, HIG, Phase II, Road No.
Potluri Venkateswara Rao
55 03157581 1, Kanaka Miyapur, Hyderabad 500 049,
Managing Director
Telangana, India
8-2-293/82/A/381, H. No. 442, Plot No. 381,
Aditya Narsing Rao
33 01307343 Road No. 10, Jubilee Hills, Hyderabad 500 033,
Non-executive Director
Telangana, India
Villa No. 290, ST Phase, Adarsh Palm
Mukul Gulati
41 00746183 Meadows, Ramagondanahalli, Airport Road,
Non-executive nominee Director
Whitefield, Bengaluru 560 066, Karnataka, India
Manish Mahendra Sabharwal 48, Hatkesh Society, N/S Road No. 7, Juhu,
45 00969601
Non-executive independent Director Mumbai 400 049, Maharashtra, India
Kamalaker Rao Bandari 00038686 Flat No. 603, Bandari Residency, Begumpet,
65
Non-executive independent Director Hyderabad 500 016, Telangana, India
Varun Chawla A-65-A, Nizamuddin East, New Delhi 110 013,
34 02097425
Non-executive independent Director Delhi, India
Sita Vanka 2-2-1137/3/1/1, New Nallakunta, Hyderabad, -
57 07016012
Non-executive independent Director 500044, Telangana, India
70
For further details of our Directors, see the sub-section titled “Our Management- Board of Directors” beginning on
Page 161.
Selling Shareholders
The details of our Selling Shareholders are set forth below-
Name Details
Zephyr Peacock India Fund III Limited A Mauritius exempted limited life company, limited by shares, having its
registered office at International Financial Services Limited, IFS Court, Twenty
Eight, Cybercity, Ebene, Mauritius.
Zephyr Peacock India III Fund A scheme of the Zephyr Peacock India Master Trust and registered with SEBI
as a VCF under the SEBI VCF Regulations, represented by its trustee, IL&FS
Trust Company Limited.
Usha Ramani Potluri An individual holding permanent account number, AIKPP4697G.
Vikram Chachra An individual holding permanent account number, AGTPC3105F.
Eight Finance Private Limited A limited company incorporated under the Companies Act, 1956, having its
registered office at 122, A- Wing, Mittal Court, 224, Nariman Point, Mumbai
400 021, Maharashtra, India, bearing CIN U67110MH2007PTC176884.
For details of the share capital held by the Selling Shareholders in our Company, see the sub-section titled
“Capital Structure- Details of the share capital held by the Selling Shareholders in our Company” on Page 85.
Company Secretary and Compliance Officer
Namrata Maheshwari
Telangana, India
Tel: +91 40 4021 0525
Fax: +91 40 4018 6992
Investors can contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the
Issue in case of any pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment,
credit of Allotted Equity Shares in the respective beneficiary account, refund orders, etc.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as
name, application number, address of the applicant, number of the Equity Shares applied for, Bid Amount paid
on submission of the Bid cum Application Form and the entity and centre where the Bid cum Application Form
was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the
relevant SCSB and the Syndicate Members at the Specified Locations with whom the Bid cum Application Form
was submitted, giving full details such as name and address of the applicant, number of the Bid cum Application
Form, number of Equity Shares applied for, Bid Amount paid on submission of the Bid cum Application Form,
Client ID, Permanent Account Number and Designated Branch or the collection centre of the SCSB or the
address of the centre of the Syndicate Member at the Specified Locations where the Bid cum Application Form
was submitted by the ASBA Bidder.
Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor shall
also enclose the acknowledgment from the Registered Broker in addition to the documents/information
mentioned herein above.
Chief Financial Officer
Shrikant Bhakkad
71
Telangana, India
Tel: +91 40 4021 0525
Fax: +91 40 4018 6992
Book Running Lead Managers
Motilal Oswal Investment Advisors Private Limited

Motilal Oswal Tower
Rahimtullah Sayani Road
Opposite Parel ST Depot,
Prabhadevi, Mumbai 400 025
Maharashtra, India
Tel: +91 22 3980 4380
Fax: +91 22 3980 4315
Email: pebs.ipo@ motilaloswal.com
Investor grievance email: [email protected]
Website: www.motilaloswal.com
Contact Person: Rupesh Khant
SEBI Registration No.: INM00001105
CIN: U67190MH2006PTC160583
Axis Capital Limited

1st floor, Axis House
C 2 Wadia International Centre
Pandurang Budhkar Marg
Worli, Mumbai 400 025
Maharashtra, India
Tel: +91 22 4325 2183
Fax: +91 22 4325 3000
E-mail: [email protected]
Website: www.axiscapital.co.in
Contact Person: Vivek Toshniwal
SEBI Registration No.: INM000012029
CIN: U51900MH2005PLC157853
Karvy Investor Services Limited

“Karvy House”, 46, Avenue 4,
Street No. 1, Banjara Hills,
Hyderabad - 500 034, Telangana,
India
Tel: +91 40 2342 8774/ 2331 2454
Fax: +91 40 2337 4714/ 2331 1968
E-mail: [email protected]
Website: www.karvy.com
Contact Person: Krishna Sowjanya/ Rohan Menon
SEBI Registration No.: MB/ INM000008365
CIN: U67120TG1997PLC026253
Syndicate Members
[●]
Self Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the
website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries and updated
from time to time. For details of the Designated Branches which shall collect the Bid cum Application Forms
72
from the ASBA Bidders, please refer to the above mentioned link. Further, the branches of the SCSBs where the
Syndicate at the Specified Locations could submit the Bid cum Application Form is provided on the website of
SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries.
Registered Brokers
In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit Bid cum Application
Forms using the stock broker network of the Stock Exchanges, i.e., through Registered Brokers at the Broker
Centres. The list of the Registered Brokers, including details such as postal address, telephone number and e-
mail address, is provided on the websites of the BSE and the NSE at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively. In relation to
ASBA Bids submitted to the Registered Brokers at the Broker Centres, the list of branches of the SCSBs at the
Broker Centres named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the
Registered Brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to
time.
Legal Counsel to the Company as to Indian Law

Link Legal India Law Services
Thapar House, Central Wing
First Floor, 124 Janpath
New Delhi 110 001, India
Tel: +91 11 4651 1000
Fax: +91 11 4651 1099
Legal Counsel to the BRLMs as to Indian Law
Axon Partners LLP
C-4/3 Safdarjung Development Area
New Delhi 110 016, India
Tel: +91 11 4332 0000
Fax: +91 11 4332 0015
Statutory Auditors to the Company
Deloitte Haskins & Sells
1-8-384 & 385, 3rd Floor
Gowra Grand, S P Road
Begumpet, Secunderabad 500 003
Telangana, India
Tel: +91 40 6603 2600
Fax: +91 40 6603 2714
Firm registration no.: 008072S
Registrar to the Issue
Karvy Computershare Private Limited
Plot no. 17 - 24, Vithalrao Nagar,
Madhapur, Hyderabad 500 081
Telangana, India
Tel: +91 40 4465 5000
Fax: +91 40 2343 1551
Investor grievance email: [email protected]
Website: www.karisma.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No: INR000000221
Bankers to the Issue and/or Escrow Collection Banks

[●]
Refund Bankers
[●]
73
Bankers to our Company
Axis Bank Limited State Bank of India

Corporate Banking Branch Industrial Finance Branch,
G Pullareddy Buildings, Greenlands Somajiguda, Hyderabad,
Hyderabad 500 016, Telangana, Telangana, India
India Contact Person: V P B Kulkarni
Contact Person : Srinivasulu K Tel: +91 40 2314 7213
Tel : +91 40 2340 0731 Fax: +91 40 2340 3862
Fax : +91 40 2340 7184 Email: [email protected]
Email : [email protected] Website: www.sbi.co.in
Website : www.axisbank.com
Yes Bank Limited
Ground Floor, Mayank Towers
6-3-1990/B/1&2
Raj Bhavan Road
Somajiguda
Hyderabad 500 082
Contact Person : KVN Yesu Babu
Tel : +91 40 6673 9000
Fax : +91 40 6646 9001
Email : [email protected]
Website : www.yesbank.in
Monitoring Agency
There is no requirement for appointing a monitoring agency for this Issue under Regulation 16(1) of the SEBI
ICDR Regulations since our proposed Issue size is less than ` 5,000 million. However, as per Clause 49 of the
Listing Agreement, upon listing of the Equity Shares in accordance with the corporate governance requirements,
the Audit Committee would be monitoring the utilization of the proceeds of the Issue.
IPO Grading
No credit rating agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.
Credit Rating
As this is an issue of Equity Shares, there is no credit rating for this Issue.
Trustees
As this is an Issue of Equity Shares, the appointment of trustees is not required.
Project Appraisal
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Experts
Except as stated below, our Company has not obtained any expert opinions:
1. Our Company has received consent dated March 26, 2015 from the statutory auditors of our Company
namely, Deloitte Haskins & Sells, to include their name as an expert under Sec. 26 of the Companies Act,
2013 in this Draft Red Herring Prospectus in relation to their report dated February 11, 2015 and
statement of tax benefits dated March 26, 2015 included in this Draft Red Herring Prospectus and such
consent has not been withdrawn as of the date of this Draft Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the Securities Act; and
2. Our Company has received consent from M/s. Servel Associates, a chartered engineer vide their
certificate dated March 18, 2015, to include their name as an “expert” under Sec. 26 of the Companies
Act, 2013 in this Draft Red Herring Prospectus in relation to their certificate on detailed status of
completed projects and total built-up area from January 2010 to March 2015 and the details or extracts
74
thereof included in this Draft Red Herring Prospectus; and
3. CARE has given its written consent dated March 19, 2015 to be named as an expert under Sec. 26 of the
Companies Act, 2013 in this Draft Red Herring Prospectus and to the inclusion of its report in the form
and in the context it appears in this Draft Red Herring Prospectus and such consent and report has not
been withdrawn as on the date of this Draft Red Herring Prospectus.
Statement of Inter-se Allocation of Responsibilities for the Issue
The following table sets forth the distribution of responsibility and coordination for various activities in this
Issue amongst the BRLMs:
S. No. Activity Responsibility Coordinator

1. Capital structuring with relative components and formalities such as type of instruments, MO*, Axis*,
MO
etc. KISL *
2. Due diligence of Company’s operations/ management/ business plans/ legal etc. Drafting
and design of Red Herring Prospectus including memorandum containing salient features
MO, Axis,
of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and MO
KISL
completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including
finalization of Prospectus and RoC filing
3. MO, Axis,
Drafting and approval of all statutory advertisements KISL
KISL
4. Drafting and approval of all publicity material other than statutory advertisements as MO, Axis,
KISL
mentioned in 3 above, including corporate advertisement, brochures KISL
5. Appointment of intermediaries and coordination of intermediary agreements
- Advertising agency and printers MO, Axis Axis
- Escrow Collection Banks and Registrar
6. International institutional marketing strategy, including finalizing the list and allocation MO, Axis,
of investors for one to one meetings, in consultation with the Company, finalizing the KISL Axis
international road show schedule & investor meeting schedules
7. MO, Axis,
Preparation of road show presentation and frequently asked questions Axis
KISL
8. Marketing strategy for domestic institutions including banks, mutual funds, etc., MO, Axis,
finalizing the list and division of investors for one to one meetings, in consultation with KISL MO
the Company, and finalizing the investor meeting schedules
9. Non-institutional and retail marketing of the Issue, which will include inter alia, MO, Axis,
formulating marketing strategies, preparation of publicity budget, finalizing media and KISL
PR strategy, finalizing centres for holding conferences for press and brokers, deciding on MO
the quantum of issue material and following-up on distribution of publicity and issue
material including forms, prospectuses, etc.
10. Co-ordination with Stock Exchanges for Book Building software, bidding terminals and MO, Axis,
MO
mock trading KISL
11. MO, Axis,
Finalization of pricing, in consultation with the Company and managing the book MO
KISL
12. The post bidding & post issue activities including management of escrow accounts, co-
ordination of institutional and non-institutional allocation, intimation of allocation and
dispatch of refunds to bidders etc. The post Issue activities for the Issue involving
essential follow up steps, which include the finalization of trading and dealing of
instruments and demat of delivery of Equity Shares, with the various agencies connected MO, Axis MO
with the work such as the Registrar to the Issue and Bankers to the Issue, SCSBs and the
bank(s) handling refund business. The merchant banker shall be responsible for ensuring
that these agencies fulfil their functions and enable it to discharge this responsibility
through suitable agreements with the Company
*
“MO” refers to Motilal Oswal Investment Advisors Private Limited, “Axis” refers to Axis Capital Limited and “KISL” refers to
Karvy Investor Services Limited.
Even if any of these activities are handled by other intermediaries, the designated BRLM(s) shall be responsible
for ensuring that these agencies fulfil their functions and enable them to discharge this responsibility through
suitable agreements with our Company and the Selling Shareholders.
Book Building Process
The Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of
75
the Red Herring Prospectus within the Price Band, which will be decided by our Company and the Selling
Shareholders in consultation with the BRLMs, and advertised in [●] editions of [●], [●] editions of [●] and [●]
editions of [●] (which are widely circulated English, Hindi and Telugu newspapers, Telugu being the regional
language of Telangana, where our Registered Office is located) at least five Working Days prior to the Bid/Issue
Opening Date. The Issue Price is finalized by our Company and the Selling Shareholders in consultation with the
BRLMs after the Bid/ Issue Closing Date. The principal parties involved in the Book Building Process are:
 our Company;
 the Selling Shareholders;
 the BRLMs;
 the Syndicate Members who are intermediaries registered with the SEBI or registered as brokers with
BSE/NSE and eligible to act as underwriters. The Syndicate Members are appointed by the BRLMs;
 the SCSBs;
 the Registered Brokers;
 the Registrar to the Issue; and
 the Escrow Collection Banks.
This Issue is being made for at least 25.00% of the fully diluted post-Issue capital of our Company, pursuant to
Rule 19(2)(b)(i) of SCRR read with Regulation 41 of the SEBI ICDR Regulations. Our Company is eligible for
the Issue in accordance with Regulation 26(1) of the SEBI ICDR Regulations. Further, this Issue is being made
through the Book Building Process wherein not more than 50.00% of the Issue shall be available for allocation to
QIBs on a proportionate basis. Our Company and the Selling Shareholders may, in consultation with the
BRLMs, allocate up to 60.00% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price,
on a discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds
only. In the event of undersubscription or non-allocation in the Anchor Investor Portion, the balance of Equity
Shares shall be added to the QIB Portion. Such number of Equity Shares representing 5.00% of the QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder 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 15.00% of the Issue will be available for
allocation on a proportionate basis to Non-Institutional Bidders and not less than 35.00% of the Issue will be
available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Issue Price, such that subject to availability of Equity Shares, each
Retail Individual Bidder shall be allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if
available, shall be allotted to all Retail Individual Bidders on a proportionate basis.
Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in the Non-
Institutional Portion and Retail Portion would be allowed to be met with spill-over from other categories or a
combination of categories at the discretion of our Company and the Selling Shareholders in consultation with the
BRLMs and the Designated Stock Exchange. However, undersubscription, if any, in the QIB Portion will not be
allowed to be met with spill-over from other categories or a combination of categories.
QIBs (excluding Anchor Investors) and Non-Institutional Bidders can participate in the Issue only
through the ASBA process and Retail Individual Bidders have the option to participate through the ASBA
process. Anchor Investors are not permitted to participate through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional
Bidders bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their
Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual
Bidders can revise their Bids during the Bid/ Issue Period and withdraw their Bids until finalisation of the
Basis of Allotment. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor
Bid/Issue Period. Allocation to the Anchor Investors will be on a discretionary basis. For further details, see
the section titled “Issue Procedure” beginning on Page 316.
Our Company and the Selling Shareholders will comply with the SEBI ICDR Regulations and any other
ancillary directions issued by SEBI for this Issue. In this regard, our Company and the Selling Shareholders have
appointed the BRLMs to manage the Issue and procure subscriptions to the Issue.
The Book Building Process under the SEBI ICDR Regulations is subject to change from time to time and
the investors are advised to make their own judgment about investment through this process prior to
making a Bid or application in the Issue.
76
Illustration of Book Building and Price Discovery Process
(Investors should note that this example is solely for illustrative purposes and is not specific to the Issue, it also
excludes bidding by the Anchor Investors or under the ASBA process).
Bidders can bid at any price within the price band. For instance, assume a price band of ` 20 to ` 24 per share,
issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table
below. A graphical representation of the consolidated demand and price would be made available at the bidding
centres during the bidding period. The illustrative book below shows the demand for the shares of the issuer
company at various prices and is collated from bids received from various investors.
Bid Quantity Bid Amount (`) Cumulative Quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to
issue the desired number of shares is the price at which the book cuts off, i.e., ` 22 in the above example. The
Issuer and the Selling Shareholders, in consultation with the BRLMs, will finalise the issue price at or below
such cut-off price, i.e., at or below ` 22. All bids at or above this issue price and cut-off bids are valid bids and
are considered for allocation in the respective categories.
Steps to be taken by the Bidders for Bidding
1. Check eligibility for making a Bid (For further details see the sub-section titled “Issue Procedure - Who
Can Bid?” on Page 318);
2. Ensure that you have a PAN, an active dematerialized account and the dematerialized account details
including DP ID, Client ID and PAN are correctly mentioned in the Bid cum Application Form;
3. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI Circular dated June 30, 2008, may be exempt from specifying their PAN
for transacting in securities market, and (ii) Bids by persons resident in the State of Sikkim, who, in terms
of the SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in
the securities market, for Bids of all values, ensure that you have mentioned your PAN allotted under the
Income Tax Act in the Bid cum Application Form. In accordance with the SEBI ICDR Regulations, the
PAN would be the sole identification number for participants transacting in the securities market,
irrespective of the amount of transaction (see the section titled “Issue Procedure” beginning on Page
316);
4. Ensure that the Bid cum Application Form is duly completed as per instructions given in the Red Herring
Prospectus and in the Bid cum Application Form;
5. Ensure the correctness of your demographic details given in the Bid cum Application Form, with the
details recorded with your Depository Participants;
6. Bids by QIBs (excluding the Anchor Investors) and Non Institutional Bidders shall be submitted only
through the ASBA process;
7. Bids by non-ASBA Bidders will have to be submitted to the Syndicate (or their authorized agents) at the
bidding centers or the Registered Brokers at the Broker Centers;
8. Bids by ASBA Bidders will have to be submitted to the Designated Branches or the Syndicate in the
Specified Locations or the Registered Brokers in physical form. It may also be submitted in electronic
form to the Designated Branches of the SCSBs only. ASBA Bidders should ensure that the specified bank
accounts have adequate credit balance at the time of submission to the SCSB to ensure that the Bid cum
Application Form submitted by the ASBA Bidders is not rejected; and
77
9. Bids by the QIBs including Anchor Investors will have to be submitted to the BRLMs or their affiliates.
Withdrawal of the Issue
Our Company and the Selling Shareholders in consultation with the BRLMs, reserve the right not to proceed
with the Issue at any time after the Bid/Issue Opening Date but before the Allotment. However, if our Company
and the Selling Shareholders withdraw the Issue, after the Bid/Issue Closing Date, our Company shall issue a
public notice in the newspapers in which the pre-Issue advertisements were published, within two days of the
Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The BRLMs, through the Registrar
to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one day of receipt
of such notification. Our Company shall also inform the Stock Exchanges on which the Equity Shares are
proposed to be listed.
If our Company and the Selling Shareholders withdraw the Issue after the Bid/Issue Closing Date and thereafter
determine that they will proceed with an issue of our Company’s Equity Shares, our Company shall file a fresh
draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i)
the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment, and (ii) the final RoC approval of the Prospectus.
Bid/Issue Programme
BID/ISSUE OPENS ON [●]*

BID/ISSUE CLOSES ON For QIB Bidders [●], 2015**
For Retail Individual Bidders and Non Institutional Bidders: [●], 2015
*
Our Company and the Selling Shareholders, in consultation with the BRLMs, may consider participation by Anchor
Investors. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date in
accordance with the SEBI ICDR Regulations.
**
Our Company and the Selling Shareholders, in consultation with the BRLMs, may consider closing the Bid/Issue Period for
QIB Bidders one day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
Underwriting Agreement
After the determination of the Issue Price and allocation of the Equity Shares but prior to the filing of the
Prospectus with the RoC, our Company and the Selling Shareholders will enter into the Underwriting Agreement
with the Underwriters for the Equity Shares proposed to be offered through the Issue. It is proposed that,
pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the
amount devolved in the event that their respective Syndicate Members do not fulfil their underwriting
obligations. The Underwriting Agreement is dated [●]. Pursuant to the terms of the Underwriting Agreement, the
obligations of the Underwriters are several and are subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.
(` in million, except share data)

Name, address, telephone number, fax Indicative Number of the Equity Amount Underwritten
number and email of the Underwriters Shares to be Underwritten
[●] [●] [●]
The above-mentioned underwriting commitments are indicative and will be finalised after pricing of the Issue
and actual allocation and subject to provisions of Regulation 13(2) of the SEBI ICDR Regulations.
In the opinion of the Board of Directors (based on certificates provided by the Underwriters), the resources of the
above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The abovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI
Act or registered as brokers with the Stock Exchange(s). Our Board of Directors/Committee of Directors, at its
meeting held on [●], has accepted and entered into the Underwriting Agreement on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.
78
Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuring
payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in
payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure/subscribe to Equity Shares to the extent of the defaulted amount in accordance
with the Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this
Draft Red Herring Prospectus and will be executed after the determination of the Issue Price, but prior to the
filing of the Prospectus with the RoC.
79
CAPITAL STRUCTURE
The share capital of our Company before the Issue and after giving effect to the Issue, as at the date of this Draft
Red Herring Prospectus, is set forth below:
(` in million, except share data)
Aggregate value at
Aggregate nominal value
Issue Price(1)
A) Authorised Share Capital

36,000,000 Equity Shares 360.00 -
6,000,000 CCPS 60.00 -
Total 420.00 -
B) Issued, subscribed and paid up share capital before the Issue
27,672,491 Equity Shares 276.72 [●]
3,039,560 CCPS 30.40 [●]
Total 307.12 [●]
C) Present Issue in terms of this Draft Red Herring Prospectus(2)
Up to [●] Equity Shares [●] [●]
Out of which
a. Fresh Issue- [●] Equity Shares [●] [●]
b. Offer for Sale- 5,516,141 Equity Shares(3) [●] [●]
Of which:
1. QIB Portion of up to [●](4) Equity Shares [●] [●]
Of which:
Anchor Investor Portion is up to [●] Equity Shares [●] [●]
Net QIB Portion is up to [●] Equity Shares [●] [●]
Of which:
Mutual Fund Portion is up to [●] Equity Shares [●] [●]
2. Non Institutional Portion of not less than [●] Equity Shares [●] [●]
3. Retail Portion of not less than [●] Equity Shares [●] [●]
Issued, subscribed and paid up Equity Capital after the
D)
Issue(5)
[●] Equity Shares [●] [●]
E) Share premium account
Before the Issue 272.53
After the Issue(1) [●]
(1)
To be finalized upon determination of the Issue Price.
(2)
This Issue has been authorized by a resolution of our Board of Directors dated November 11, 2014 and a resolution of our shareholders
in their Extraordinary General Meeting dated March 16, 2015.
(3)
The Offer for Sale has been authorised by the Selling Shareholders as follows: (i) Zephyr Peacock India Fund III Limited has authorised
offer of 3,461,222 Equity Shares in the Offer for Sale by way of the board resolution dated March 25, 2015; (ii) Zephyr Peacock India
III Fund has authorised offer of 1,554,919 Equity Shares in the Offer for Sale by way of resolution of board of directors of ZP India
Advisory Private Limited, its investment manager,dated March 25, 2015; (iii) Usha Ramani Potluri has authorised offer of 200,000
Equity Shares in the Offer for Sale by way of letter dated March 12, 2015; (iv) Vikram Chachra has authorised offer of 200,000 Equity
Shares in the Offer for Sale by way of letter dated March 11, 2015;and (v) Eight Finance Private Limited has authorised offer of
100,000 Equity Shares in the Offer for Sale by way of letter dated March 11, 2015.
(4)
For further details in relation to allocation to the QIB Category, please refer to the section titled “The Issue” on Page 69.
(5)
To be inserted in the Red Herring Prospectus.
The CCPS held by the Selling Shareholders as on the date of this Draft Red Herring Prospectus shall be
converted into Equity Shares prior to the filing of the Red Herring Prospectus with the RoC as follows:
S. No. Name of the Selling Shareholder At DRHP (CCPS) Before filing of RHP (maximum
number of Equity Shares to be
issued to Selling Shareholders on
conversion of CCPS held by
them)*
1. Zephyr Peacock India Fund III Limited 2,097,348 2,307,412
2. Zephyr Peacock India III Fund 942,212 1,036,582
TOTAL 3,039,560 3,343,994
*For details of the terms of conversion of the CCPS into Equity Shares, please refer to the sub-section titled “History and
Corporate Structure-Summary of Key Agreements” on Page 158.
80
Changes in the Authorised Share Capital of the Company
1. The initial authorised share capital of ` 2.50 million divided into 250,000 Equity Shares was increased to
` 50.00 million divided into 5,000,000 Equity Shares pursuant to a resolution of our Shareholders passed
on May 26, 2008.
2. The authorised share capital of ` 50.00 million divided into 5,000,000 Equity Shares was increased to `
200.00 million divided into 20,000,000 Equity Shares pursuant to a resolution of our Shareholders passed
on March 28, 2009.
3. The authorised share capital of ` 200.00 million divided into 20,000,000 Equity Shares was increased to `
205.00 million divided into 20,500,000 Equity Shares pursuant to a resolution of our Shareholders passed
on October 27, 2009.
4. The authorised share capital of ` 205.00 million divided into 20,500,000 Equity Shares was increased to
` 255.00 million divided into 25,500,000 Equity Shares pursuant to a resolution of our Shareholders
passed on February 27, 2010.
5. The authorised share capital of ` 255.00 million divided into 25,500,000 Equity Shares was increased to
` 375.00 million divided into 31,500,000 Equity Shares and 6,000,000 CCPS, pursuant to a resolution of
our Shareholders passed on February 13, 2013.
6. The authorised share capital of ` 375.00 million divided into 31,500,000 Equity Shares and 6,000,000
CCPS was increased to ` 420.00 million divided into 36,000,000 Equity Shares and 6,000,000 CCPS,
pursuant to a resolution of our Shareholders passed on March 16, 2015.
Notes to Capital Structure:
1. Share capital history of our Company
(a) Equity share capital history
Date of
Cumulative
allotme Cumulative Cumulative
No. of Issue Nature of issued and
nt of Face value Reasons for number of share
Equity price considera paid up
the (`) allotment Equity premium
Shares (`) tion capital (`)
Equity Shares (`)
Shares
January Subscription to
50,000 10.00 10.00 Cash 50,000 500,000 Nil
21, 2008 Memorandum(1)
June 30, Allotment of
15,220,000 10.00 10.00 Cash 15,270,000 152,700,000 Nil
2009 Equity Shares(2)
October Allotment of
5,230,000 10.00 10.00 Cash 20,500,000 205,000,000 Nil
27, 2009 Equity Shares(3)
March Allotment of
4,500,000 10.00 10.00 Cash 25,000,000 250,000,000 Nil
31, 2010 Equity Shares(4)
Conversion of
March
2,672,491 10.00 58.17 Cash CCPS to Equity 27,672,491 276,724,910 128,743,250
16, 2015
Shares(5)
TOTAL 27,672,491
(1) Subscription of 16,000 Equity Shares by Joginapally Venkata Nrupender Rao, 15,000 Equity Shares by Aditya Narsing Rao,
1,000 Equity Shares by Vijay Chandra Puljal, 1,000 Equity Shares by Pelluri Bhaskara Rao, 1,000 Equity Shares by
Anantha Reddy Chinthireddy, 1,000 Equity Shares by Kuram Murali Sunil and 15,000 Equity Shares by Joginapalli
Rajyalakshmi Rao.
(2) Allotment of 15,000,000 Equity Shares to Pennar Industries Limited and conversion of 220,000 equity warrants (allotted by
the Company on June 8, 2009 for ` 10.00 each) held by Aditya Narsing Rao to 220,000 Equity Shares.
81
(3) Allotment of 3,450,000 Equity Shares to Pennar Industries Limited and conversion of 1,780,000 equity warrants (allotted
by the Company on June 8, 2009 for ` 10.00 each) as follows: 250,000 Equity Shares to Aditya Narsing Rao, 100,000
Equity Shares to Anantha Reddy Chinthireddy, 320,000 Equity Shares to Joginapalli Rajyalakshmi Rao, , 100,000 Equity
Shares to Avanti Rao Joginapally, 90,000 Equity Shares to Jayanthi Puljal, 10,000 Equity Shares to Bhavana Puljal, 10,000
Equity Shares to Kalpana Puljal, 100,000 Equity Shares to Joginapally Venkata Nrupender Rao (HUF), 100,000 Equity
Shares to Ch. Arathi, 300,000 Equity Shares to P. Anasuya, 100,000 Equity Shares to Potluri Venkateswara Rao, 100,000
Equity Shares to Usha Ramani Potluri and 200,000 Equity Shares to Eight Capital Advisory Services Private Limited.
(4) Allotment of 50,000 Equity Shares to Pennar Industries Limited and conversion of 4,450,000 equity warrants (allotted by
the Company on June 8, 2009 for ` 10.00 each) as follows: 1,020,000 Equity Shares to Joginapalli Rajyalakshmi Rao,
1,030,000 to Aditya Narsing Rao, 400,000 Equity Shares to Avanti Rao Joginapally, 1,000,000 Equity Shares to D.
Sudeepta Rao, 300,000 Equity Shares to Joginapally Venkata Nrupender Rao (HUF), 400,000 Equity Shares to Ch. Arathi,
200,000 Equity Shares to Potluri Venkateswara Rao and 100,000 Equity Shares to Usha Ramani Potluri.
(5) Pursuant to a resolution dated March 16, 2015, 1,676,182 CCPS held by Zephyr Peacock India Fund III Limited were
converted to 1,844,064 Equity Shares and 753,008 CCPS held by Zephyr Peacock India III Fund were converted into
828,427 Equity Shares respectively at ₹ 58.17 each.
(b) Preference share capital history
Date of No. of Issue/ Cumulati Cumulative Cumulative

Face
allotmen CCPS Conversi Nature of Reasons for ve issued share
value
t of the allotted/ on price payment allotment number capital premium
(`)
CCPS converted (`) of CCPS (`) (`)
March Preferential
2,490,530 10.00 64.00 2,490,530 24,905,300 134,488,620
22, 2013 Cash allotment(1)
April 9, Preferential
1,118,845 10.00 64.00 3,609,375 36,093,750
2013 Cash allotment(2) 194,906,250
May 24, Preferential
1,859,375 10.00 64.00 5,468,750 54,687,500 295,312,500
2013 Cash allotment(3)
Conversion
March (2,429,190) 10.00 58.17 into Equity 3,039,560 30,395,600 164,136,240
16, 2015 Cash Shares(4)
TOTAL 3,039,560
(1) Preferential allotment of 2,490,530 CCPS to Zephyr Peacock India Fund III Limited.
(2) Preferential allotment of 1,118,845 CCPS to Zephyr Peacock India III Fund.
(3) Preferential allotment of 1,283,000 CCPS to Zephyr Peacock India Fund III Limited and 576,375 CCPS to Zephyr Peacock India III Fund.
(4) Pursuant to a resolution dated March 16, 2015, 1,676,182 CCPS held by Zephyr Peacock India Fund III Limited were converted to
1,844,064 Equity Shares and 753,008 CCPS held by Zephyr Peacock India III Fund were converted into 828,427 Equity Shares
respectively at ₹ 58.17 each.
(c) Issue of Equity Shares in the last one year
The table below sets forth the details of the Equity Shares issued by our Company at a price which may
be lower than the Issue Price during a period of one year preceding the date of this Draft Red Herring
Prospectus:
S. Name of Person Date of Number Issue price (`) Whether Reason

No. allotment of the part of
Equity Promoter
Shares Group
1. Zephyr Peacock India March 16, No Conversion of CCPS into
1,844,064 58.17
Fund III Limited 2015 Equity Shares
2. Zephyr Peacock India III March 16, No Conversion of CCPS into
828,427 58.17
Fund 2015 Equity Shares
TOTAL 2,672,491
(d) Our Company has not issued any Equity Shares for consideration other than cash.
(e) Our Company has not issued any bonus shares out of capitalization of its revaluation reserves.
82
2. History of Build-up, Contribution and Lock in of Promoter’s Shareholding
(a) Build up of our Promoter’s shareholding in our Company
As of the date of this Draft Red Herring Prospectus, our Promoter holds 18,500,000 Equity Shares,
which constitutes 66.85% of the issued, subscribed and paid up Equity Share capital of our
Company. All the Equity Shares held by our Promoter were fully paid-up on the respective dates
of acquisition of such Equity Shares.
Set forth below is the build up of the shareholding of our Promoter since incorporation of our
Company:
PENNAR INDUSTRIES LIMITED
Date of No. of Face Issue/ Nature of Nature of Transaction Percentage Percentage Sources
Allotment / Equity Value Acquisition Consideration of the pre- of the of
Transfer Shares (`) Price (`) issue post-issue funds
Equity capital
Share (%)
capital
(%)*
Internal
June 30, 2009 15,000,000 10.00 10.00 Cash Allotment of Equity Shares 54.21 [●]
accruals
Internal
October 27, 2009 3,450,000 10.00 10.00 Cash Allotment of Equity Shares 12.47 [●]
accruals
Internal
March 31, 2010 50,000 10.00 10.00 Cash Allotment of Equity Shares 0.18 [●]
accruals
TOTAL 18,500,000 66.85 [●]
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund which would be
converted into Equity Shares prior to the registration of the Red Herring Prospectus with the RoC.
(b) Following is the shareholding of our Promoter and Promoter Group –
S. Name of Person Promoter/ No. of Equity Percentage of Percentage of

No. Promoter Group Shares the pre-issue the post-issue
capital* capital
1. Pennar Industries Promoter 18,500,000 66.85 [●]
Limited
2. Aditya Narsing Rao Promoter Group 772,498 2.79 [●]
3. Joginapally Venkata Promoter Group 516,000 1.86 [●]
Nrupender Rao
4. Joginapally Venkata Promoter Group 197,989 0.72 [●]
Nrupender Rao (HUF)
5. Rajyalakshmi Rao Promoter Group 690,914 2.50 [●]
Joginpally
6. D. Sudeepta Rao Promoter Group 509,899 1.84 [●]
7. Avanti Rao Promoter Group 254,950 0.92 [●]
TOTAL 21,442,250 77.49 [●]
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund
which would be converted into Equity Shares prior to the registration of the Red Herring Prospectus with the RoC.
(c) Details of Promoter’s contribution and lock-in
Pursuant to Regulations 32 and 36 of the SEBI ICDR Regulations, an aggregate of 20.00% of the
fully diluted post-Issue Equity Share capital of our Company held by our Promoter shall be locked
in for a period of three years from the date of Allotment (“Promoter’s Contribution.”).
The lock-in of the Promoter’s Contribution would be created as per applicable laws and
procedures and details of the same shall also be provided to the Stock Exchanges before the listing
of the Equity Shares.
Our Promoter has, pursuant to letter dated March 20, 2015, given consent to include such number
of Equity Shares held by them, in aggregate, as may constitute 20.00% of the fully diluted post-
83
Issue Equity Share capital of our Company as Promoter’s Contribution and have agreed not to sell,
transfer, charge, pledge or otherwise encumber in any manner the Promoter’s Contribution from
the date of filing this Draft Red Herring Prospectus, until the commencement of the lock-in period
specified above, or for such other time as required under SEBI ICDR Regulations. Details of
Promoter’s Contribution are as provided below:
Percentage
Face of fully
Date of No. of Issue Sources
Nature of Nature of value diluted
allotment/ Equity Price/Purchase of
transaction consideration (`) post-Issue
transfer* Shares Price (`) funds
paid-up
capital
Pennar Industries Limited
[●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
TOTAL [●] [●]
*
Equity Shares were fully paid up on the date of allotment.
The Promoter’s Contribution has been brought in to the extent of not less than the specified
minimum lot and from the persons defined as ‘promoter’ under the SEBI ICDR Regulations.
The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of
Promoter’s Contribution under Regulation 33 of the SEBI ICDR Regulations. In this computation,
as per Regulation 33 of the SEBI ICDR Regulations, our Company confirms that the Equity
Shares locked-in do not, and shall not, consist of:
(i) The Equity Shares acquired during the preceding three years for consideration other than
cash and revaluation of assets or capitalisation of intangible assets or bonus shares out of
revaluations reserves or unrealised profits or bonus shares which are otherwise ineligible
for computation of Promoter’s Contribution;
(ii) The Equity Shares acquired during the preceding one year, at a price lower than the price at
which the Equity Shares are being offered to the public in the Issue;
(iii) The Equity Shares issued to the Promoter upon conversion of a partnership firm; and
(iv) The Equity Shares held by the Promoter that are subject to any pledge.
Our Company further confirms that such Equity Shares shall be held in dematerialised form prior
to the filing of the Red Herring Prospectus with the RoC and that these Equity Shares do not
consist of Equity Shares for which specific written consent has not been obtained from the
Promoter for inclusion of its subscription in the Promoter’s Contribution subject to lock-in. For
such time that the Equity Shares under the Promoter’s Contribution are locked in as per the SEBI
ICDR Regulations, the Promoter’s Contribution can be pledged only with a scheduled commercial
bank or public financial institution as collateral security for loans granted by such banks or
financial institutions, in the event the loan has been granted by such banks or financial institutions
for the purpose of financing one or more of the Objects of the Issue and pledge of such Equity
Shares is one of the terms of sanction of loan. For such time that they are locked in as per the SEBI
ICDR Regulations, the Equity Shares held by the Promoter in excess of the Promoter’s
Contribution can be pledged only with a scheduled commercial bank or public financial institution
as collateral security for loans granted by such banks or financial institutions if the pledge of the
Equity Shares is one of the terms of the sanction of the loan. For details regarding the Objects of
the Issue, see the section titled “Objects of the Issue” beginning on Page 93.
The Equity Shares held by our Promoter may be transferred to and among the members of the
Promoter Group or to new promoters or persons in control of our Company, subject to
continuation of the lock-in in the hands of the transferees for the remaining period and compliance
with the SEBI Takeover Regulations, as applicable.
(d) Other requirements in respect of lock-in:
In addition to the 20.00% of the fully diluted post-Issue Equity Share capital of our Company held
by our Promoter and locked in for three years as specified above, the entire pre-Issue Equity Share
84
capital of our Company, except the Equity Shares subscribed to and Allotted pursuant to the Offer
for Sale and Equity Shares held by VCFs, including Zephyr Peacock India III Fund, will be
locked-in for a period of one year from the date of Allotment. Additionally, any unsubscribed
portion of the Offer for Sale being offered by the Selling Shareholders, except Zephyr Peacock
India III Fund, would also be locked-in for one year from the date of Allotment.
The Equity Shares held by persons other than our Promoter and locked-in for a period of one year
from the date of Allotment may be transferred to any other person holding the Equity Shares
which are locked-in, subject to the continuation of the lock-in in the hands of transferees for the
remaining period and compliance with the SEBI Takeover Regulations.
Lock-in of Equity Shares Allotted to Anchor Investors
Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in
for a period of thirty days from the date of Allotment.
(e) Details of Equity Shares Pledged by our Promoter
6,150,000 Equity Shares held by our Promoter, Pennar Industries Limited, have been pledged with
State Bank of India towards security for working capital facilities availed from State Bank of
India. The Equity Shares which are pledged as mentioned above do not constitute the minimum
Promoter’s Contribution.
3. Details of the share capital held by the Selling Shareholders in our Company
The build-up of the equity shareholding of the Selling Shareholders in our Company is set forth below:
Date of Nature of transaction Number of Equity Face value Issue/ Nature of

transaction Shares (`) Transfer consideration
price per
share (`)
ZEPHYR PEACOCK INDIA FUND III LIMITED
April 16, 2013 Transfer from Joginapalli 664,086 10.00 64.00
Cash
Rajyalakshmi Rao
April 16, 2013 Transfer from Joginapally Venkata 202,011 10.00 64.00
Cash
Nrupender Rao (HUF)
April 16, 2013 Transfer from D. Sudeepta Rao 201,273 10.00 64.00 Cash
June 22, 2013 Transfer from Avanti Rao 169,088 10.00 64.00
Cash
Joginapally
June 22, 2013 Transfer from Aditya Narsing Rao 380,769 10.00 64.00 Cash
March 16, 2015 Conversion of 1,676,182 CCPS 1,844,064 10.00 58.17
Cash
into Equity Shares
TOTAL 3,461,291
ZEPHYR PEACOCK INDIA III FUND
May 20, 2013 Transfer from Aditya Narsing Rao 190,677 10.00 64.00 Cash
May 20, 2013 Transfer from D. Sudeepta Rao 288,828 10.00 64.00 Cash
June 25, 2013 Transfer from Aditya Narsing Rao 171,056 10.00 64.00 Cash
June 25, 2013 Transfer from Avanti Rao 75,962 10.00 64.00
Cash
Joginapally
March 16, 2015 Conversion of 753,008 CCPS into 828,427 10.00 58.17
Cash
Equity Shares
TOTAL 1,554,950
USHA RAMANI POTLURI
October 27, 2009 Allotment of Equity Shares 100,000 10.00 10.00 Cash
March 31, 2010 Allotment of Equity Shares 100,000 10.00 10.00 Cash
TOTAL 200,000
VIKRAM CHACHRA
Transfer from Eight Capital 200,000 10.00 15.69
May 28, 2012 Cash
Advisory Services Private Limited
TOTAL 200,000
EIGHT FINANCE PRIVATE LIMITED
85
Date of Nature of transaction Number of Equity Face value Issue/ Nature of
transaction Shares (`) Transfer consideration
price per
share (`)
February 10, 2014 Transfer from Jayanthi Puljal 80,000 10.00 65.00 Cash
February 10, 2014 Transfer from Bhavana Puljal 10,000 10.00 65.00 Cash
February 10, 2014 Transfer from Kalpana Puljal 10,000 10.00 65.00 Cash
TOTAL 100,000
GRAND TOTAL 5,516,241
Sale, purchase or subscription of our Company’s securities by our Promoter, Promoter Group and our
Directors within three years immediately preceding the date of this Draft Red Herring Prospectus, which
in aggregate is equal to or greater than 1% of the pre-Issue capital of our Company.
Except as disclosed in this section, there has been no sale, purchase or subscription of our Company’s securities
by our Promoter, Promoter Group and our Directors within three years immediately preceding the date of this
Draft Red Herring Prospectus, which in aggregate is equal to or greater than 1.00% of the pre-Issue capital of our
Company.
4. Shareholding pattern of our Company
The table below presents the shareholding pattern of our Company before the proposed Issue as on the
date of filing of this Draft Red Herring Prospectus and as adjusted for the Issue:
Shares
Number of Total
Cate- Numbe Pledged or
Total shares shareholding as a Share Pledged or
gory Category of r of otherwise
number of held in percentage of otherwise Post Issue
code Shareholder shareh encumbere
shares dematerial total number of encumbered
(I) olders d (post-
ized form shares**
Issue)
As
Num a
As a As a As a %
As a % Number Numbe ber per
% of % of of
of of r of of cen
(II) (III) (IV) (V) (A+B+ (VIII/ (A+B+
(A+B) shares* shares shar tag
C) VI)* C)*
(VI) (VIII) * (X) es e
(VII) (IX) (XI)
(XII) (XI
II)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals/ Hindu 6 2,942,250 2,942,250 10.63 10.63 0 0.00 [●] [●] [●] [●]
(a) Undivided Family
Central Government
/ State Government 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(b) (s)
(c) Bodies Corporate 1 18,500,000 18,500,000 66.85 66.85 6,150,000 33.24 [●] [●] [●] [●]
Financial Institutions
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(d) / Banks
(e) Any Other (specify) 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Sub-Total (A)(1) 7 21,442,250 21,442,250 77.49 77.49 6,150,000 28.68 [●] [●] [●] [●]
(2) Foreign
Individuals (Non-
Resident
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Individuals/ Foreign
(a) Individuals)
(b) Bodies Corporate 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(c) Institutions 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Qualified Foreign
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(d) Investor
(e) Any Other (specify) 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
86
Shares
Number of Total
(I) olders d (post-
ized form shares**
Issue)
As
Num a
As a As a As a %
% of % of of
of of r of of cen
C) VI)* C)*
(VII) (IX) (XI)
(XII) (XI
II)
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Sub-Total (A)(2)
Total Shareholding of
7 21,442,250 21,442,250 77.49 77.49 6,150,000 28.68 [●] [●] [●] [●]
Promoter and Promoter
Group (A) = (A)(1)+(A)(2)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Financial
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(b) Institutions / Banks
Central Government
/ State Government 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(c) (s)
Venture Capital
1 1,554,950 1,554,950 5.62 5.62 0 0.00 [●] [●] [●] [●]
(d) Funds
Insurance
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(e) Companies
Foreign Institutional
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(f) Investors
Foreign Venture
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(g) Capital Investors
Qualified Foreign
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(h) Investor
(i) Any Other (specify) 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Sub-Total (B)(1) 1 1,554,950 1,554,950 5.62 5.62 0 0.00 [●] [●] [●] [●]
(2) Non-institutions
(a) Bodies Corporate 2 3,561,291 3,561,291 12.87 12.87 0 0.00 [●] [●] [●] [●]
(b) Individuals -
(i) Individual
shareholders
3 12,000 10,000 0.04 0.04 0 0.00 [●] [●] [●] [●]
holding nominal
Share capital up to `
0.1 million.
(ii) Individual
shareholders
holding nominal
5 1,102,000 802,000 3.98 3.98 0 0.00 [●] [●] [●] [●]
share capital in
excess of ` 0.1
million
Qualified Foreign
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
(c) Investor
(d) Any Other (specify)
- Clearing members 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Sub-Total (B)(2) 11 4,675,291 4,272,291 16.90 16.90 0 0.00 [●] [●] [●] [●]
Total Public
Shareholding 12 6,230,241 5,928,241 22.51 22.51 0 0.00 [●] [●] [●] [●]
(B)=(B)(1)+(B)(2)
TOTAL (A)+(B) 18 27,672,491 27,370,491 100.00 100.00 0 0.00 [●] [●] [●] [●]
(C) Shares held by Custodians and against which Depository Receipts have been issued
87
Shares
Number of Total
(I) olders d (post-
ized form shares**
Issue)
As
Num a
As a As a As a %
% of % of of
of of r of of cen
C) VI)* C)*
(VII) (IX) (XI)
(XII) (XI
II)
(1) Promoter and
0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
Promoter Group
(2) Public 0 0 0 0.00 0.00 0 0.00 [●] [●] [●] [●]
GRAND TOTAL
18 27,672,491 27,370,491 100.00 100.00 6,150,000 22.22 [●] [●] [●] [●]
(A)+(B)+(C)
*Based on the assumption that such shareholders shall continue to hold the same number of Equity Shares after this Issue. This does not
include any Equity Shares that such shareholders (excluding Promoter and Promoter Group) may Bid for and be Allotted.
**
Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund which
would be converted into Equity Shares prior to the registration of the Red Herring Prospectus with the RoC.
Our Company will file the shareholding pattern, in the form prescribed under clause 35 of the Listing Agreements, one day prior to the
listing of Equity Shares. The shareholding pattern will be provided to the Stock Exchanges for uploading on the website of Stock
Exchanges before commencement of trading of such Equity Shares.
5. Public shareholders holding more than 1.00% of the pre-Issue paid-up capital of our Company
The details of the public shareholders holding more than 1.00% of the pre-Issue paid-up capital of our
Company and their pre-Issue and post-Issue shareholding are set forth in the table below:
Pre-Issue* Post-Issue
S.
Name of the Shareholder Number of Equity Number of Equity
No. Percentage (%) Percentage (%)
Shares held Shares held
Zephyr Peacock India Fund III
1. 3,461,291 12.51 [●] [●]
Limited
2. Zephyr Peacock India III Fund 1,554,950 5.62 [●] [●]
3. P. Anasuya 300,000 1.08 [●] [●]
4. Potluri Venkateswara Rao 300,000 1.08 [●] [●]
TOTAL 5,616,241 20.29 [●] [●]
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund which
would be converted into Equity Shares prior to the registration of the Red Herring Prospectus with the RoC.
6. Equity Shares held by top ten shareholders
The list of top ten shareholders of our Company and the number of Equity Shares held by them:
(a) As on the date of filing of this Draft Red Herring Prospectus are as follows:
Percentage of pre-
S. Number of Equity
Name Issue paid-up Equity
No. Shares
Share capital (%)*
1. Pennar Industries Limited 18,500,000 66.85
2. Zephyr Peacock India Fund III
3,461,291 12.51
Limited
3. Zephyr Peacock India III Fund 1,554,950 5.62
4. Aditya Narsing Rao 772,498 2.79
5. Joginapalli Rajyalakshmi Rao 690,914 2.50
6. Joginapally Venkata Nrupender
516,000 1.86
Rao
7. D. Sudeepta Rao 509,899 1.84
88
Percentage of pre-
S. Number of Equity
No. Shares
Share capital (%)*
8. P. Anasuya 300,000 1.08
9. Potluri Venkateswara Rao 300,000 1.08
10. Avanti Rao Joginapally 254,950 0.92
TOTAL 26,860,502 97.05
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr
Peacock India III Fund which would be converted into Equity Shares prior to the registration of the Red
Herring Prospectus with the RoC.
(b) As of ten days prior to the date of filing of this Draft Red Herring Prospectus with SEBI were as
follows:
Percentage of pre-
S. Number of Equity
No. Shares
Share capital (%)*
2. Zephyr Peacock India Fund III
3,461,291 12.51
Limited
3. Zephyr Peacock India III Fund 1,554,950 5.62
4. Aditya Narsing Rao 772,498 2.79
5. Joginapalli Rajyalakshmi Rao 690,914 2.50
516,000 1.86
Rao
7. D. Sudeepta Rao 509,899 1.84
8. P. Anasuya 300,000 1.08
TOTAL 26,860,502 97.05
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr Peacock
India III Fund which would be converted into Equity Shares prior to the registration of the Red Herring
Prospectus with the RoC.
(c) Two years prior to the date of filing this Draft Red Herring Prospectus with SEBI were as follows:
S. Name Number of Equity Percentage of pre-

No. Shares Issue paid-up Equity
Share Capital*
2. Aditya Narsing Rao 1,515,000 6.06
3. Joginapalli Rajyalakshmi Rao 1,355,000 5.42
4. D. Sudeepta Rao 1,000,000 4.00
516,000 2.06
Rao
400,000 1.60
Rao (HUF)
8. P. Anasuya 300,000 1.20
10. Usha Ramani Potluri 200,000 0.80
Vikram Chachra 200,000 0.80
TOTAL 24,786,000 99.14
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr
Peacock India III Fund which would be converted into Equity Shares prior to the registration of the Red
Herring Prospectus with the RoC.
7. Details of purchase or sale of Equity Shares by our Promoter Group, Directors of our Promoter
company and our Directors
89
There has been no purchase or sale of Equity Shares by our Promoter Group, directors of our Promoter
company, PIL, our Directors and their immediate relatives during the six month period immediately
preceding the date on which this Draft Red Herring Prospectus was filed with SEBI.
8. Details of Equity Shares held by our Directors, Key Management Personnel and directors of our
Promoter company
The table below sets forth the details of Equity Shares that are held by the Directors, Key Management
Personnel and director(s) of our Promoter company, PIL:
S. No. Name of the person Director/ Key Management No. of Equity Percentage of
Personnel/ Director of PIL Shares pre-Issue paid-
up Equity Share
capital (%)*
1. Joginapally Venkata Director/ Director of PIL
516,000 1.86
Nrupender Rao
2. Potluri Venkateswara Rao Director/ Key Management
300,000 1.08
Personnel
3. Aditya Narsing Rao Director/ Key Management
772,498 2.79
Personnel/ Director of PIL
*Does not account for the outstanding CCPS held by Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund
which would be converted into Equity Shares prior to the registration of the Red Herring Prospectus with the RoC.
This disclosure is made in accordance with Schedule VIII - Part A of the SEBI ICDR Regulations.
9. Employee Stock Option Scheme
As of November 11, 2014, we have instituted an employee stock option scheme (the “ESOP Scheme”)
for Equity Shares as incentive schemes for the employees of our Company. Pursuant to the ESOP
Scheme, options that may be converted into 1,000,000 Equity Shares can be allotted to the eligibile
employees of our Company. However, as on the date of this Draft Red Herring Prospectus, our Company
has not granted any options under the ESOP Scheme.
Our Company confirms that it shall not grant any options under the ESOP Scheme till the date of filing of
Red Herring Prospectus with RoC.
10. Our Company has not allotted any Equity Shares pursuant to any scheme approved under Sections 391 to
394 of the Companies Act, 1956.
11. There are no financing arrangements whereby the Promoter Group, the directors of our Promoter
company, PIL, our Directors or their relatives have financed the purchase by any other person of
securities of our Company other than in the normal course of the business of the financing entity during
the period of six months immediately preceding the date of filing of this Draft Red Herring Prospectus
with SEBI.
12. Neither our Company, our Promoter, Directors nor the BRLMs have entered into any buy-back, safety net
and/or standby arrangements for the purchase of Equity Shares from any person.
13. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the
Issue.
14. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment,
rights issue, conversion of convertible instruments or in any other manner during the period commencing
from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares to be issued
pursuant to the Issue have been listed on the Stock Exchanges.
15. This Issue is being made for at least 25.00% of the fully diluted post-Issue paid up capital, pursuant to
Rule 19(2)(b)(i) of SCRR read with Regulation 41 of the SEBI ICDR Regulations. Our Company is
eligible for the Issue in accordance with Regulation 26(1) of the SEBI ICDR Regulations. Further, this
Issue is being made through the Book Building Process wherein not more than 50.00% of the Issue shall
be available for allocation to QIBs on a proportionate basis. Our Company and the Selling Shareholders
90
may, in consultation with the BRLMs, allocate up to 60.00% of the QIB Portion to Anchor Investors at
the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third will be
available for allocation to domestic Mutual Funds only. In the event of undersubscription or non-
allocation in the Anchor Investor Portion, the balance of Equity Shares shall be added to the QIB Portion.
Such number of Equity Shares representing 5.00% of the QIB Portion shall be available for allocation on
a proportionate basis to Mutual Funds only, and the remainder 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 15.00% of the Issue will be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 35.00% of the Issue will be available
for allocation to Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject to valid
Bids being received at or above the Issue Price, such that subject to availability of Equity Shares, each
Retail Individual Bidder shall be allotted not less than the minimum Bid Lot, and the remaining Equity
Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis.
Institutional Portion and Retail Portion would be allowed to be met with spill-over from other categories
or a combination of categories at the discretion of our Company and the Selling Shareholders in
consultation with the BRLMs and the Designated Stock Exchange. However, undersubscription, if any, in
the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of
categories.
16. Over-subscription to the extent of 10.00% of the Issue can be retained for the purpose of rounding off to
the nearest multiple of the minimum allotment lot while finalising the Basis of Allotment.
17. The Equity Shares being offered through the Issue shall be made fully paid-up or may be forfeited for
non-payment of calls within twelve months from the date of allotment of Equity Shares.
18. A Bidder cannot make a Bid for more than the number of Equity Shares offered in this Issue, subject to
the maximum limit of investment prescribed under relevant laws applicable to each category of investor.
19. Our Promoter and members of our Promoter Group will not participate in the Issue.
20. Our Company presently does not intend or propose to alter its capital structure for a period of six months
from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares
or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly
or indirectly for Equity Shares) whether preferential or otherwise. Additionally, if our Company enters
into acquisitions or joint ventures, we may, subject to necessary approvals, consider using our Equity
Shares as currency for acquisitions or participation in such joint ventures we may enter into and/or we
may raise additional capital to fund accelerated growth.
21. There will be only one denomination of Equity Shares unless otherwise permitted by law and our
Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.
22. Our Company, Directors, Promoter or Promoter Group shall not make any payments direct or indirect,
discounts, commissions, allowances or otherwise under this Issue except as disclosed in this Draft Red
Herring Prospectus.
23. For details of our related party transactions, see the sub-section titled “Financial Statements-Annexure 35-
Restated Summary Statement of Significant Transactions with Related Parties and Balances” on Page
236.
24. The Company has 18 Shareholders as of the date of this Draft Red Herring Prospectus.
25. Our Company shall ensure that transactions in the Equity Shares by the Promoter and the members of the
Promoter Group during the period between the date of registering the Red Herring Prospectus with the
RoC and the date of closure of the Issue shall be reported to the Stock Exchanges within 24 hours of the
transaction.
91
26. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as of the date of filing
this Draft Red Herring Prospectus.
27. The BRLMs or their associates do not hold any Equity Shares as on the date of filing of this Draft Red
Herring Prospectus. The BRLMs and their affiliates may engage in the transactions with and perform
services for our Company in the ordinary course of business or may in the future engage in commercial
banking and investment banking transactions with our Company for which they may in the future receive
customary compensation.
28. No person connected with the Issue, including, but not limited to, the BRLMs, the members of the
Syndicate, our Company, the Directors, the Promoter, members of our Promoter Group, Group Company
and the Selling Shareholders, shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any Bidder for making a Bid.
29. Our Company has not made any public issue or rights issue of any kind or class of securities since its
incorporation.
30. Our Company and the Selling Shareholders agree that they will not, without the prior written consent of
the BRLMs, during the period commencing from the date of Issue Agreement and ending 180 (One
Hundred and Eighty) calendar days after the date of the Prospectus, (i) issue, offer, lend, sell, contract to
sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant
any option, right or warrant to purchase, lend or otherwise transfer or dispose off or create any
encumbrances in relation to, directly or indirectly, any Equity Shares or any securities convertible into or
exercisable or exchangeable for Equity Shares or whether by way of split or consolidation of the
denomination of the Equity Shares; (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Equity Shares or any securities
convertible into or exercisable as or exchangeable for the Equity Shares; or (iii) publicly announce any
intention to enter into any transaction described in (i) or (ii) above; whether any such transaction
described in (i) or (ii) above is to be settled by delivery of the Equity Shares or such other securities, in
cash or otherwise.
31. Except as provided in this section, none of the Equity Shares held by the members of our Promoter
Group, are pledged or otherwise encumbered.
92
OBJECTS OF THE ISSUE
The Issue comprises a Fresh Issue and an Offer for Sale.
The proceeds of the Offer for Sale
The funds from the Offer for Sale (net of Issue related expenses for the Selling Shareholders) shall be received
by the Selling Shareholders and our Company shall not receive any proceeds from the Offer for Sale.
Objects of the Fresh Issue
The activities for which funds are being raised by our Company through the Fresh Issue after deducting the Issue
related expenses for our Company are:
1. Repayment/ prepayment, in full or part, of certain working capital facilities availed by our Company;
2. Financing the procurement of infrastructure (including software and hardware) for the expansion of our
design and engineering services; and
3. General corporate purposes
(collectively, the “Objects”).
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges.
The main objects clause, as set out in the Memorandum of Association, enables our Company to undertake its
existing activities and the activities for which funds are being raised by our Company through the Fresh Issue.
The activities which have been carried out until now by our Company are valid in terms of the objects clause of
our Memorandum of Association. The borrowings availed by our Company which are proposed to be repaid /
pre-paid, in full or part, are for activities carried out as enabled by the objects clause of the Memorandum of
Association of our Company.
Utilisation of the proceeds of the Fresh Issue
The details of the proceeds of the Fresh Issue are summarized below:
Particular Estimated Amount* (` in million)
Gross proceeds from the Fresh Issue [●]

Less Issue related expenses of our Company* [●]
Net Proceeds of the Fresh Issue after deducting the Issue
[●]
related expenses of our Company (“Net Proceeds”)*
*
Will be incorporated after finalization of the Issue Price. Upon the listing and trading of the Equity Shares in the Issue on
the Stock Exchanges, all Issue related expenses shall be shared by the Company and the Selling Shareholders in proportion
to the number of Equity Shares sold to the public in the Fresh Issue and the Offer for Sale, respectively.
Means of Finance
The fund requirements described below are proposed to be entirely funded from the Net Proceeds. Accordingly,
we confirm that there is no requirement to make firm arrangements of finance under Regulation 4(2)(g) of the
SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding
the amount to be raised through the Issue.
Requirement of funds
The proposed utilization of Net Proceeds is set forth in the table below:
Particulars Estimated Amount (` in million)
Repayment/ prepayment, in full or part, of certain working capital facilities

340.00
availed by our Company
Financing the procurement of infrastructure (including software and hardware) 80.00
93
Particulars Estimated Amount (` in million)
for our design and engineering services

General corporate purposes* [●]*
*
To be finalized upon determination of Issue Price.
Deployment of Net Proceeds
The Net Proceeds are currently expected to be deployed in accordance with the estimated schedule set forth
below:
(` in million)
Particulars Amount Fiscal 2016 Fiscal 2017 Total
proposed to
be funded
from the Net
Proceeds
Repayment/ prepayment, in full or part, of certain
340.00 340.00 - 340.00
borrowings availed by our Company
Financing the procurement of infrastructure for our
80.00 40.00 40.00 80.00
design and engineering services
*
General corporate purposes [●] [●] [●] [●]
*
To be finalized upon determination of Issue Price.
Note: As of the date of this Draft Red Herring Prospectus, our Company has not deployed any amount towards the stated
Objects.
Our funding requirements for the Objects and the deployment schedule of the Net Proceeds are based on internal
management estimates and current conditions and are subject to change in light of factors such as (i) economic
and business conditions; (ii) increased competition; (iii) any conditions attached to the borrowings restricting our
ability to prepay the borrowings and time taken to fulfill, or obtain waivers for fulfilment of, such requirements;
(iv) terms and conditions of consents and waivers if any, required from our lenders for pre-payment; (v) levy of
any pre-payment penalties or premiums, if any levied by our lenders and the quantum thereof; (vi) timely
completion of the Issue, market conditions outside the control of our Company or the Selling Shareholders; (vii)
other commercial considerations such as interest rate, tenor of the debt and availability of alternate financial
resources and other external factors which may not be in our control. This may also entail rescheduling or
revising the planned funding requirements and deployment and increasing or decreasing the funding
requirements from the planned funding requirements at the discretion of our management. See “Risk Factors –
We have not entered into any definitive arrangement to utilize certain portions of the net proceeds of the Issue.
Our funding requirements and deployment of the Net Proceeds of the Issue are based on management estimates
and have not been independently appraised, and are not subject to monitoring by any independent monitoring
agency” on Page 37.
In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of other
purposes for which funds are being raised in this Issue. If the actual utilisation towards any of the Objects is
lower than the proposed deployment, such balance will be used for future growth opportunities including
funding existing objects, if required, and/or for general corporate purposes, subject to the funds utilised towards
general corporate purposes not exceeding 25% of the gross proceeds of the Issue.
Details of the Objects of Fresh Issue
1. Repayment/ prepayment, in full or part, of certain borrowings availed by our Company
As on March 20, 2015, our Company had an outstanding of ` 358.09 million against fund based facilities
availed for the working capital requirements of our Company. For details of our borrowings, please refer
to the section titled “Financial Indebtedness” beginning on Page 263
Our Company proposes to utilize an estimated amount of ` 340.00 million from the Net Proceeds towards
repayment of certain borrowings availed for the working capital requirements of our Company. The
aggregate amount to be utilised from the Net Proceeds towards repayment of borrowings, in part or full,
would not exceed ` 340.00 million.
94
We believe that such repayment will help reduce our outstanding indebtedness and enable utilization of
our accruals for further investment in business growth and expansion. In addition, we believe that the
leverage capacity of our Company will improve to raise further resources in the future to fund our
potential business development opportunities and plans to grow and expand our business in the coming
years.
The following table provides details of borrowings availed by our Company which are currently proposed
to be fully or partially repaid from the Net Proceeds:
S. Name of the Date of the sanction Purpose Amount Amount Repayment

No. lender letter/ document sanctioned outstanding date / schedule
(` in million) as at March
20, 2015 (`
in million)
1. State Bank of Sanction letters dated Funding the Cash credit: 123.32 Cash credit:
India June 30, 2009 and working capital 150.00 Repayable on
December 16, 2009, requirements of demand
agreement of loan for our Company WCDL: 150.00
overall limit dated 150.00 WCDL:
December 26, 2009 August 30,
sanction letter dated 2015.
June 1, 2010,
supplemental
agreement of loan for
increase in overall
limit dated June 5,
2010, arrangement
letter dated November
29, 2011, arrangement
letter dated September
1, 2012, supplemental
increase in overall
limit dated December
letter dated July 18,
2013, supplemental
increase in overall
limit dated September
letter dated February
14, 2014, supplemental
increase in overall
limit dated March 20,
2014 and letter dated
March 3, 2015.
2. Axis Bank Sanction letter dated Funding the Cash credit: 84.77 Repayable on
Limited February 5, 2011, working capital 100.00 demand
March 15, 2012, July requirements of
31, 2012, March 30, our Company
2013, January 23,
2014 and March 11,
2015
GRAND TOTAL 358.09
Some of our loan agreements and other financing arrangements provide for the levy of prepayment
penalties or premiums, which may be dependent on the repayment/pre-payment being made on dates
other than those specified in the relevant documents, to be calculated based on the amount outstanding /
being pre-repaid, as applicable. See the section titled “Risk Factors” on Page 18. Payment of such pre-
payment penalty or premium, if any, shall be made by our Company out of the Net Proceeds of the Issue.
We may also be required to obtain consent or provide notice to some of our lenders prior to prepayment.
95
Given the nature of these borrowings and the terms of repayment/pre-payment, the aggregate outstanding
borrowing amounts may vary from time to time. In addition to the above, we may, from time to time,
enter into further financing arrangements and draw down funds thereunder as may be required for our
business purposes.
2. Procurement of infrastructure for our design and engineering services
We started our design and engineering services business in Fiscal 2014 by entering into a design services
out-sourcing agreement with a US based entity engaged in business similar to ours, pursuant to which we
offer our design and engineering services to them by using their software for manufacturing of pre-
engineered buildings for their overseas customers. We have an experienced design and engineering team
which is presently working for our Company’s captive projects. We plan to leverage the experience of our
design and engineering team and develop a large scale design and engineering services division which
provides services to third parties. We believe that our design and engineering services business is a high
growth and better margins business in comparison to our core business.
In order to achieve the expansion plan of our design and engineering services, we propose to increase the
strength of our design and engineering team, invest in IT hardware, purchase engineering and design
software and related fixtures and furniture. We recognize that there is significant growth potential in
design and engineering services and we believe we are well positioned to capitalize on the opportunities
presented by our markets.
We plan to purchase the following design and engineering licenses from the Net Proceeds:
STAAD - STAAD is one of the most widely used structural analysis and design software. It supports
several steel, concrete and timber design codes. In recent years it has become part of integrated structural
analysis and design solutions mainly using an exposed API called OpenSTAAD to access and drive the
design programs.
E-TABS - ETABS is the integrated software package for the structural analysis and design of buildings.
ETABS offers 3D object based modelling and visualization tools, fast linear and non-linear analytical
power, sophisticated and comprehensive design capabilities for a wide-range of materials, and insightful
graphic displays, reports, and schematic drawings that allow users to quickly and easily decipher and
understand analysis and design results.
Tekla - Tekla is 3D building information modelling (BIM) software used in the building and construction
industries for steel and concrete detailing, precast and cast in-situ. The software enables users to create
and manage 3D structural models in concrete or steel, and guides them through the process from concept
to fabrication.
In view of the proposed expansion plan, we intend to use ` 80.00 million towards enhancement of our
design and engineering services. For more details of our design and engineering services, refer to the sub-
section titled “Our Business- Our Product Offerings- Design and Engineering Services” on Page 133.
The breakdown of the cost for the proposed expansion of our design and engineering services is as
follows:
S. No. Particulars ` in million

(i) Design and engineering software 56.25
(ii) Information technology related software 3.70
(iii) Information technology related hardware materials 11.56
(iv) Office equipment, furniture and fixtures 6.91
(v) Contingencies 1.57
Total 80.00
The cost estimates based on the quotes received by us are listed below:
(i) Design and engineering software
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S. Description of Software Indicative Cost per Amount to Name of Supplier Date of
No. quantity unit (` be funded quotation
(No. of in out of Net
units) million) proceeds (`
in million)
1. Tekla STD-C domestic 25 1.14 28.61 Tekla India Private March 18,
license (Steel detailing) Limited 2015
2. License of Autodesk 50 0.27 13.30 Microgenesis CADSoft March 20,
AutoCAD 2015/2016 Private Limited 2015
(with AMC)
3. ETABS NL-V 2014 25 0.34 8.44 CSI Engineering Software March 20,
Private Limited 2015
4. STAAD Pro Software - IS 20 0.15 2.95 Bentley Systems India March 20,
Code Private Limited 2015
5. STAAD Pro Software - US 20 0.15 2.95 Bentley Systems India March 20,
Code Private Limited 2015
Total 56.25
(ii) Information technology related software
S. Description of Software Indicative Cost Amount to Name of Supplier Date of

No. quantity per be funded quotation
(No. of unit out of Net
units) (`) proceeds (`
in million)
1. MS Office Std 2013 SNGL 100 24,533 2.45 Bluecom Technologies March 17,
OLP NL India Private Limited 2015
2. Windows 8.1 OLP NL 100 12,509 1.25 Bluecom Technologies March 17,
Legalization GetGenuine India Private Limited 2015
Total 3.70
(iii) Information technology related hardware materials
S. Description of Software Indicative Cost per Amount Name of Supplier Date of

No. quantity unit (`) to be quotation
(No. of funded
units) out of
Net
proceeds
(` in
million)
1. OptiPlex 3020 Minitower 100 42,263 4.23 Bulzer Tech January 30,
CTO, Intel Core i3-4150 2015
Processor, OptiPlex 3020
Minitower Chasis with
Standard Power Supply V2
4GB 1600 MHz DDR 3
Non-ECC 500 GB 3.5 inch
Serial ATA (7,200 Rpm),
hard drive minitower
chassis mainstream Heat
Sink (65 watts) 16XHalf
Height DVD +/-RW Drive
Monitor Power cord
(EURO-INDIA), 6A Intel
Integrated Graphics, Dell
OptiPlex Internal Dell
Business Audio Speaker
Dell MS111 USB Optical
Mouse US English
(QWERTY) Dell KB212-B
Quiet Key USB Keyboard
Black
2. 18.5 inches Dell LED 100 5,513 0.55 Bulzer Tech January 30,
Monitor 2015
3. HP C7000 Blade Enclosure 1 1,207,500 1.21 Sanbay Networks Private March 2, 2015
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S. Description of Software Indicative Cost per Amount Name of Supplier Date of
No. quantity unit (`) to be quotation
(No. of funded
units) out of
Net
proceeds
(` in
million)
Limited
4. HP Proliant BL460G9 8 3,93,750 3.15 Sanbay Networks Private March 2, 2015
Server Limited
5. HP MSA 1040 2-port 1 640,500 0.64 Sanbay Networks Private March 2, 2015
Fibre Channel Dual Limited
Controller SFF Storage /
8GB Cache / 4 x 8Gbps
FC Ports / Snapshot and
Clone included / Support
512 LUN's with
maximum LUN Size of
64 TB) and
HP MSA 4TB 6G SAS
7.2K rpm LFF (3.5-inch)
Midline
6. Ricoh Afficio MP W 2401 2 892,500 1.79 Ricoh india Limited March 20,
2015
Total 11.56
(iv) Office equipment, furniture and fixtures
S. Description of Software Indicative Cost per Amount to Name of Date of

No. quantity unit (`) be funded Supplier quotation
(No. of out of Net
units) proceeds (`
in million)
1. Corner Workstation 1500x1200 200 28,008 5.60 BP Ergo March 13,
Limited 2015
2. Pedestal 200 6,561 1.31 BP Ergo March 13,
Limited 2015
Total 6.91
In addition to the above, we also propose to set aside an amount of ` 1.57 million as a provision for any
contingencies that may arise at the time of implementation of such expansion.
Implementation schedule
As per utilisation requirements, the funds for expansion of design and engineering services shall be
deployed over Fiscal 2016 and Fiscal 2017.
3. General Corporate Purposes
Our Company proposes to deploy the balance Net Proceeds aggregating ₹ [●] million towards general
corporate purposes, subject to such utilization not exceeding 25% of the Net Proceeds, in compliance with
the SEBI ICDR Regulations, including but not limited to strategic initiatives, partnerships and joint
ventures, brand building exercises, funding growth opportunities, meeting expenses incurred in the
ordinary course of business, meeting exigencies which our Company may face in the ordinary course of
business, or any other purposes as may be approved by the Board of Directors or a duly appointed
committee from time to time, subject to compliance with necessary provisions of the Companies Act. Our
Company’s management, in accordance with the policies of the Board of Directors, will have flexibility
in utilising any surplus amounts. However, the general corporate purposes for which the proceeds are
deployed shall only pertain to the Company.
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Appraisal and Bridge Financing Facilities
The Objects have not been appraised by any banks, financial institutions or agency and the fund requirements for
the Objects are based on internal management estimates. Further, our Company has not raised any bridge loans
from any bank or financial institution as on the date of this Draft Red Herring Prospectus, which are proposed to
be repaid from the Net Proceeds.
Interim use of Net Proceeds
Our Company, in accordance with the policies formulated by the Board of Directors from time to time,will have
flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above,
our Company will have flexibility to temporarily invest the funds in high quality interest-bearing liquid
instruments including money market mutual funds, deposits with scheduled commercial banks for necessary
duration and investment grade interest bearing securities, as may be approved by our Board of Directors. Our
Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any
other listed company or for any investment in the equity markets.
Issue Expenses
The total expenses of the Issue are estimated to be approximately ₹ [●] million. The Issue expenses consist of
listing fees, underwriting fees, selling commission, fees payable to the BRLMs, legal counsel, Registrar to the
Issue, Bankers to the Issue including processing fee to the SCSBs for processing Bid cum Application Forms
submitted by ASBA Bidders procured by the Members of the Syndicate and submitted to SCSBs, brokerage and
selling commission payable to Registered Brokers, printing and stationary expenses, advertising and marketing
expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. All expenses in
relation to the Issue will be paid by and shared between our Company and the Selling Shareholders in proportion
to the Equity Shares contributed to the Issue. The break-up for the estimated Issue expenses are as follows:
Activity Amount (` in % of Issue % of total

million) Expenses Issue Size
Book Running Lead Managers’ fees* [●] [●] [●]
Underwriting commission, brokerage and selling [●] [●] [●]
commission*
Registrar’s fees* [●] [●] [●]
Advertisement and marketing expenses* [●] [●] [●]
Printing and distribution expenses* [●] [●] [●]
Advisors* [●] [●] [●]
Bankers to the Issue* [●] [●] [●]
Others (SEBI filing fees, Stock Exchanges fees bidding [●] [●] [●]
software expenses, depository charges, listing fees, SCSB’s
processing fees, etc.)*
*
Will be incorporated at the time of filing of the Prospectus.
Monitoring of Utilisation of Funds
There is no requirement for a monitoring agency as the Fresh Issue size is less than ` 5,000 million. Our Audit
Committee shall monitor the utilization of the proceeds of the Issue. We will disclose the utilization of the Net
Proceeds, including interim use, under a separate head specifying the purpose for which such proceeds have been
utilized along with details, if any in relation to all such proceeds of the Issue that have not been utilised thereby
also indicating investments, if any, of such unutilized proceeds of the Issue in our balance sheet for the relevant
financial years commencing from Fiscal 2016.
Pursuant to Clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the audit
committee of the Board of Directors the uses and applications of the Net Proceeds. Additionally, the Audit
Committee shall make recommendations to our Board of Directors for further action, if appropriate. On an
annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this
Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only until
such time that all the Issue Proceeds have been utilised in full. The statement shall be certified by our Auditors.
Further, in terms of Clause 43A of the Listing Agreement, we will furnish to the Stock Exchanges on a quarterly
basis, a statement indicating material deviations, if any, in the use of proceeds from the Objects stated in this
99
Draft Red Herring Prospectus. Further, this information shall be furnished to the Stock Exchanges along with the
interim or annual financial results submitted under Clause 41 of the Listing Agreement and be published in the
newspapers simultaneously with the interim or annual financial results, after placing it before the Audit
Committee in terms of Clause 49 of the Listing Agreement.
Variation in Objects
In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the Objects of the Fresh
Issue without our Company being authorised to do so by the Shareholders by way of a special resolution through
postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special
resolution shall specify the prescribed details as required under the Companies Act. The notice in respect of such
resolution to Shareholders shall simultaneously be published in the newspapers, one in English and one in
Telugu, the vernacular language of the jurisdiction where our Registered Office is situated. Our Promoters or
controlling Shareholders will be required to provide an exit opportunity to such dissenting Shareholders who do
not agree to the above stated proposal, at a price and in such manner as may be prescribed by SEBI, in this
regard.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Promoter, our board of
Directors, our Key Management Personnel or Group Company except in the normal course of business and in
compliance with applicable law. Further our Company confirms that it shall not use any amount raised through
the Issue for buying or otherwise dealing in equity shares of a listed company. None of the vendors from whom
the quotations for supply of hardware, design and engineering software and furniture is proposed to be procured
are related to our Company, our Promoter, Promoter Group, Group Company or our Directors in any manner.
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BASIS FOR ISSUE PRICE
The Issue Price will be determined by the IPO Committee of our Company and the Selling Shareholders in
consultation with the Book Running Lead Managers on the basis of an assessment of market demand for the
offered Equity Shares by the Book Building Process and on the basis of the following qualitative and
quantitative factors. The face value of the Equity Shares of our Company is ₹ 10 each and the Issue Price is [●]
times of the face value at the lower end of the Price Band and [●] times the face value at the higher end of the
Price Band.
Qualitative Factors
We believe that the following are our competitive strengths:
 Strong engineering design capabilities

 Established track record for timely execution
 Diversified products and solutions
 Strong financial performance
 Experienced senior management team, technically skilled and motivated employees and strong parentage
 Technical know-how arrangement with NCI Group, Inc.
For a detailed discussion on the qualitative factors, which form the basis for computing the Issue Price, see the
sections titled “Our Business” and “Risk Factors” on Pages 125 and 16, respectively.
Quantitative Factors
The information presented below relating to our Company is based on the restated financial statements for the
eight months ended November 30, 2014 and Fiscal 2014, 2013 and 2012 prepared in accordance with Indian
GAAP and the Companies Act and restated in accordance with the SEBI ICDR Regulations. For details, see the
section titled “Financial Statements” beginning on Page 190. Some of the quantitative factors which may form
the basis for computing the Issue Price are as follows:
1. Basic and Diluted Earnings / Loss per Equity Share (“EPS”) of our Company (in ₹)
As per our Restated Financial Statements:
For the year/ period

Basic EPS Weight Diluted EPS Weight
ended*
#
November 30, 2014 1.45 1.37
March 31, 2014 7.06 3 6.03 3
March 31, 2013 5.81 2 5.81 2
March 31, 2012 4.23 1 4.23 1
Weighted average 6.17 5.66
Notes:
1. Weighted average number of Equity Shares are the number of Equity Shares outstanding at the beginning of the year
adjusted by the number of Equity Shares issued during year multiplied by the time weighing factor. The time
weighing factor is the number of days for which the specific shares are outstanding as a proportion of total number
of days during the year.
2. Earnings per share is calculated in accordance with Accounting Standard 20 ‘Earnings Per Share’, notified
accounting standard by Companies (Accounting Standards) Rules, 2006 (as amended).”
* Annual Figures except for November 30, 2014 figures which are not annualized
# The basic EPS after taking into account the conversion of CCPS into Equity Shares on March 16, 2015,
will be ₹ 1.31 per Equity Share.
101
2. Return on Net Worth (“RONW”) (%)
For the year/ period ended* RONW Weight

November 30, 2014 3.73%
March 31, 2014 16.90% 3
March 31, 2013 20.97% 2
March 31, 2012 25.39% 1
Weighted average 19.67%
* Annual Figures except for November 30, 2014 figures which are not annualized
Note: Return of net worth has been computed as Net profit after tax, as restated for the period/year,
attributable to equity shareholders divided by the Networth for equity shareholders for the respective
period/year.
3. Minimum Return on Increased Net Worth required to maintain pre-Issue EPS for the year ended
March 31, 2014:
As per the Restated Financial Statements:
The minimum return on increased net worth required to maintain pre-Issue basic EPS for the year ended March
31, 2014 is [] at the Floor Price and [] at the Cap Price.
The minimum return on increased net worth required to maintain pre-Issue diluted EPS for the year ended March
31, 2014 is [] at the Floor Price and [] at the Cap Price.
4. Net Asset Value (“NAV”) for the Company (₹)
As on NAV Weight
November 30, 2014 36.65
March 31, 2014 35.66 3
March 31, 2013 28.08 2
March 31, 2012 16.67 1
Weighted average 29.97
Note: NAV calculated by dividing the net asset value, as restated, at the end of the year/period by the total number of
Equity Shares outstanding (assuming full conversion of CCPS) at the end of the year/ period.
Issue Price: ₹ [] per Equity Share

NAV after the Issue: ₹ [] per Equity Share
5. Price/Earning (P/E) ratio in relation to Issue Price of ₹ [] per Equity Share of ₹ 10 each:
a) P/E based on basic and diluted EPS at the lower end of the Price Band is [].
b) P/E based on basic and diluted EPS at the higher end of the Price Band is [].
c) P/E based on basic and diluted EPS as per our Restated Financial Statements for year ended March 31,
2014 is [].
6. Comparison with Industry Peers
There are no listed companies in India that engage in a business similar to that of our Company. Hence, it is
not possible to provide an industry comparison in relation to our Company.
This Issue Price of ₹ [] per Equity Share is [] times the face value of ₹ 10 per equity share. The Issue Price has
102
been determined by the Company and the Selling Shareholders in consultation with the BRLMs, on the basis of
the demand from investors for the Equity Shares through the Book Building Process and is justified in view of
the above qualitative and quantitative parameters. The BRLMs believe that the Issue Price of ₹ [] is justified in
view of the above parameters. For further details, prospective investors should also review the entire Draft Red
Herring Prospectus, including, in particular, the sections “Risk Factors” and “Financial Information” and the
chapters “Industry Overview” and “Our Business” beginning on Pages 16, 190, 107 and 125, respectively. The
trading price of the Equity Shares could decline due to the factors mentioned in the section titled “Risk Factors”
beginning on Page 16 or any other factors that may arise in the future and you may lose all or part of your
investments.
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STATEMENT OF TAX BENEFITS
March 26, 2015
The Board of Directors,

PENNAR ENGINEERED BUILDING SYSTEMS LIMITED,
9th Floor, West Wing, DHFLVC Silicon Towers,
Kondapur, Hyderabad,
500084
Dear Sirs,
Re: Certificate of Statement of possible tax benefits available to Pennar Engineered Building Systems
Limited (“The Company”) and its shareholders
We refer to the proposed public issue of the shares of Pennar Engineered Building Systems Limited (“the
Company”) and enclose a Note (Refer annexure) showing the possible tax benefits available to the Company and
its shareholders as per the provisions of the Income Tax Act, 1961 (“IT Act”) (incorporating amendments
introduced by Finance Act (No. II), 2014) and the Wealth Tax Act, 1957 for inclusion in the Draft Red Herring
Prospectus, Red Herring Prospectus and Prospectus (“Offer Documents”). Several of these benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions
of the IT Act. Hence, the ability of the Company or its shareholders to derive these direct tax benefits is
dependent upon their fulfilling such conditions, which based on the business imperatives, the Company or its
shareholders may or may not choose to fulfill.
The possible direct tax benefits discussed in the enclosed annexure are not exhaustive and the preparation of the
contents stated is the responsibility of the Company’s management. This statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is
advised to consult their own tax consultant with respect to the specific tax implications arising out of their
participation in the public issue. We are neither suggesting nor are we advising the investor to invest money
based on this statement.
The benefits outlined in the enclosed statement are based on the information and particulars provided by the
Company and on the basis of our understanding of the business activities and operations of the Company.
We do not express any opinion or provide any assurance whether:
 The Company or its shareholders will continue to obtain these benefits in future; or
 The conditions prescribed for availing the benefits have been or would be met with.
Limitations
Our views expressed herein are based on the facts and assumptions indicated above. No assurance is given that
the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing
provisions of law and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. The views are exclusively for the limited use of
Pennar Engineered Building Systems Limited in connection with its public issue referred to herein above and
shall not, without our prior written consent, be disclosed to any other person.
The Direct Taxes Code (‘Code’) has been presented in the Parliament for approval and once approved would be
enacted as a law. We are unable to express any opinion on the effect of the same on the shareholders as the
Code has not yet been approved.
104
This statement has been prepared solely in connection with the offering of Equity shares by the Company under
the Securities & Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended (the Offering).
If this Note is to be included in any offering document prepared in connection with the offering and thereby
associating our name with this Note (either as Preparer or otherwise), the same shall be subject to our prior
written consent.
For DELOITTE HASKINS & SELLS

Chartered Accountants
(Firm’s Registration No.
008072S)
Ganesh Balakrishnan
Place: Connecticut, US Partner
Date: March 26, 2015 (Membership No. 201193)
105
Annexure: 1
NOTE ON POSSIBLE TAX BENEFITS AVAILABLE TO PENNAR ENGINEERED BUILDING

SYSTEMS LIMITED AND TO ITS SHAREHOLDERS
UNDER THE INCOME TAX ACT, 1961 (the IT Act)
Pennar Engineered Building Systems Limited (“the Company’) is an Indian Company, subject to tax in India.
Pennar Engineered Building Systems Limited is taxed on its profits. Profits are computed after allowing all
reasonable business expenditure, laid out wholly and exclusively for the purposes of the business, including
depreciation.
The Minister of Finance for the Government of India has presented the Union Budget for the financial year
2015-16 in Lok Sabha on February 28, 2015. The Union Budget has proposed certain amendments to the
Income-tax Act, 1961 through the Finance Bill, 2015. The proposed amendments would be enacted into law only
after the Lok Sabha and Rajya Sabha pass the Finance Bill, 2015 and receives assent from the President of India.
The proposed amendments to the Income-tax Act, 1961 have not been included in the certificate as the said
Finance Bill is currently under discussions before both houses of the Parliament and is yet to be enacted into law.
Considering the activities and the business of Pennar Engineered Building Systems Limited, the following
benefits may be available to them.
I. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY
There are no special tax benefits available to the Company.
II. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS
There are no special tax benefits available to the shareholders.
III. GENERAL TAX BENEFITS HAVE NOT BEEN COVERED IN THE STATEMENT OF TAX
BENEFITS.
106
SECTION IV: ABOUT THE COMPANY
INDUSTRY OVERVIEW
Unless noted otherwise, the information in this section is derived from “Industry Report on Pre-engineered
building Industry” published by CARE Research, a division of Credit Analysis & Research Limited (the “CARE
Report 2015”), as well as other industry sources and government publications. None of the Company, the
Selling Shareholders, the BRLMs and any other person connected with the Issue has independently verified this
information. Industry sources and publications generally state that the information contained therein has been
obtained from sources believed to be reliable, but their accuracy, completeness and underlying assumptions are
not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared
based on information as of specific dates and may no longer be current or reflect current trends. Industry
sources and publications may also base their information on estimates, projections, forecasts and assumptions
that may prove to be incorrect. Accordingly, investors should not place undue reliance on, or base their
investment decision on this information.
CARE Research, a division of Credit Analysis & Research Limited, has taken due care and caution in preparing
the CARE Report 2015 based on the information obtained by CARE from sources which it considers reliable
(“Data”). However CARE does not guarantee the accuracy, adequacy or completeness of the Data/CARE
Report 2015 and is not responsible for any errors or omissions or for the results obtained from the use of
Data/CARE Report 2015. CARE Research operates independently of ratings division and this report does not
contain any confidential information obtained by ratings division, which they may have obtained in the regular
course of operations. The opinion expressed in this report cannot be compared to the rating assigned to the
company within this industry by the ratings division. The opinion expressed is also not a recommendation to buy,
sell or hold an instrument. The CARE Report 2015 is not a recommendation to invest/disinvest in any company
covered in the Report. CARE especially states that it has no liability whatsoever to the
subscribers/users/transmitters/distributors of the CARE Report 2015.
Overview of Economy
Global economy
Global economy is expected to rebound as per International Monetary Fund’s (IMF) world economic outlook,
which is expected to grow at 3.5% in H2 2014 up from 3.3% in H1 2014. Global economy is expected to pick up
in 2015 and 2016, with expected growth of 3.8% and 4% respectively.
Pick up in global economy in H2 2014 is expected to be driven by strong growth in USA, improved labor and
employment conditions and high demand from emerging economies such as China and India.
Exhibit 1: Global GDP growth and forecasts
Real GDP Growth (%)

Country/ Group Actual Forecasted
2011 2012 2013 2014E 2015E 2016E
Brazil 2.7% 1.0% 2.5% 0.3% 1.4% 2.2%
China 9.3% 7.7% 7.7% 7.4% 7.1% 6.8%
Emerging Asia 9.5% 7.7% 6.7% 6.6% 6.5% 6.6%
Euro Area 2.0% 1.6% -0.7% -0.4% 0.8% 1.3%
India 6.6% 4.7% 5.0% 5.6% 6.4% 6.5%
Japan -0.5% 1.5% 1.5% 0.9% 0.8% 0.8%
United Kingdom 1.1% 0.3% 1.7% 3.2% 2.7% 2.4%
United States 1.6% 2.3% 2.2% 2.2% 3.1% 3.0%
World 4.1% 3.4% 3.3% 3.3% 3.8% 4.0%
Source: IMF world economic outlook (Oct 2014)
Global economy growth is expected to remain uneven across geographies with emerging economies like China
and India expected to grow strongly in the next 3 years.
107
Indian Economy
Indian economy, as reflected by the GDP numbers, grew at a CAGR of 6.8% during the last 5 year period (FY
2010-14). Growth slowed down in FY 2013 and FY 2014 with decrease in investments and low business
confidence. GDP growth for Q2 FY 2015 at 5.3% (year on year) has been a positive development beating the
market held expectations of 5%. Higher than expected growth rate was driven by increased government
expenditure in Q2. For H1 FY 2015, GDP growth was recorded at 5.5% vis-à-vis 4.9% over the same period in
FY 2014. Growth was also supported by increase in business confidence and higher manufacturing output in Q2.
Infrastructure development is one of the primary drivers of India’s overall development. India’s infrastructure
spending as a percentage of GDP grew from 5.2% in 10th five year plan period to 7.6% in the 11th five year plan
period. Planning commission expects further growth to 10% in 12th plan period. For this, Government of India
has earmarked USD ~1 trillion of investment in infrastructure sector. (Source: Infrastructure segment report,
IBEF)
Gross Fixed Capital Formation (GFCF) is a measure of new fixed asset creation in the country. This measure has
strong linkages with construction sectors which drives creation of fixed assets. With lowered investments and
slow down of economy, the GFCF growth also slowed down considerably and registered a decline of ~0.1%
during the FY 2014. As per RBI, the GDP is expected to be around 5.5% for FY 2015, which is expected to
translate into a GFCF growth of 6% in FY 2015.
Exhibit 2: Indian GDP and Gross Fixed capital formation growth rate
Source: RBI, CARE research

With IMF’s forecast of Indian GDP in 6-7% range for the next 5 years, GFCF growth is expected to be around 8-
10%. This strong growth in GFCF is expected to create significant opportunities for the construction segment
driving demand for pre-engineered building suppliers.
PEB Overview
India’s per capita steel consumption is significantly lower than the global average with ~57.8 kg in 2013 vis-a-
vis the global average of 225.2 kg. Furthermore, PEB segment in India is still in a nascent stage in the
construction segment and has low penetration as compared to the advanced economies in the world. (Source:
Overview of steel sector, 2013, Ministry of Steel, India)
PEB concept was introduced in India in the late 1990’s and underwent the first wave of adoption in 2000’s. It is
highly favoured due to its lower project costs and lower turnaround time. The PEB market in India is the third
largest market in the world after the United States and China as of FY 2014.
Indian PEB market size is estimated to be around ` 55,000 million for FY 2014. Kirby, Interarch and PEBS
Pennar are the major players in India, in terms of revenues. Overall PEB Industry capacity is estimated to be
around 1.6 million metric tonnes in FY2014. Capacity utilization for overall industry is estimated to be around
45%. Industrial segment (industrial sheds and manufacturing facilities) contributes to 71% of the market share
followed by commercial (including warehouses and, retail shops) which contributes 19% of the market. Share of
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infrastructure segment (railway stations, metro station, aviation hangars and others) is at 8% which is low in
comparison to the global average.
Success in PEB industry is driven by design capability of players along with their proficiency on factors such as
technology, manufacturing footprint, sales and marketing and pricing. Superior design talent along with
advanced design technology is a must for success in PEB industry. Ability is to meet large orders and deliver
them across India is a critical driver of success for the PEB players. Customer apprehension about strength of
steel structures, cyclical nature of end-user demand, intermittent nature of large profitable orders, requirement of
skilled manpower, fluctuation in material prices (mainly steel) and taxation anomalies remain as some of the
challenges for the industry.
Indian PEB industry is a high growth opportunity market. Even though the market in India is fragmented,
companies can still create profitable businesses by increasing switching costs and creating differentiation
through engineering services and excellent supply chain capabilities.
Indian & Global Pre-Engineered Building (PEB) Industry
PEB Industry evolution
Pre-engineered buildings industry traces its roots to US (1900s) with construction of simple industrial buildings
using straight columns, sectional roofs, truss rafters and other connectors. In 1940s acceptance of PEB grew
driving mass production in USA. With advent of computers in 1960s the PEB designs became more organized
driving the adoption of PEB structures even higher in USA and other advanced economies of the world.
(Source: MBMA, CARE research)
By 1980, PEB became accepted form of construction for industrial and other commercial segment in US and
other developed countries. In US, the PEB contributed to as high as 70% of industrial buildings construction.
PEB was introduced in India during late 1990s with onset of Indian economic growth post liberalization of 1991.
However, the acceptance among consumer segments began in early 2000 with a strong burst of growth during
2009-12 periods. PEB growth was following a strong fixed capital formation in India and increased adoption by
the customers. This period of high growth saw entry of new players in the industry. However, with slowdown of
Indian economic growth and decline in GFCF during last 2 years, saw the Indian PEB industry stagnate.
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Market size and expected growth
Global PEB market in 2014 was estimated at US$ 7.9 bn. USA is the largest PEB market in world with market
size of roughly US$ 2.3 billion followed by China (US$1.3 billion) and India (US$ 0.9 billion). In USA, 50-70%
of industrial and commercial buildings are PEB based buildings. Other major markets include Europe (US$ 0.9
billion). Africa PEB market is estimated at ~US$ 0.6 billion driven by strong demand in South Africa and
Nigeria. (Source: CARE research)
Exhibit 4: Global PEB market
Global PEB market is expected to grow at 12% CAGR in the next 5 years driven by recovery of demand in USA
and new demand from emerging economies of China and India which are expected to grow in 15-20% range. In
2014, industrial sub-segment dominated the global PEB market with 60% share followed by demand from
commercial (25%), infrastructure (10%) and community segment (10%).
Exhibit 5: US PEB market growth
US market has been recovering from the 2009 fall and grew at 8% CAGR during 2009-14.
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In USA commercial (35%) forms the largest segment of PEB market. Manufacturing (29%) is second largest
segment followed by community building (15%) and other miscellaneous buildings (14%).
Indian PEB Industry
Overview of the Indian PEB Industry
Indian PEB industry started in late 1990s. The current industry would be characterized as a high growth,
fragmented, cyclical industry with strong linkage to country’s economic cycle.
Key characteristics of Indian PEB industry:
The business model of the PEB industry is characterized by the following factors:
 High growth market
PEB penetration in overall construction segment is lower than the advanced economies, providing a scope for
rapid growth. Indian PEB industry thus can be characterized as a high growth opportunity market.
 Fragmented market
PEB Market in India is fragmented. Companies can though create profitable businesses by increasing
switching costs and creating differentiation through engineering services and supply chain capabilities.
 Medium capital outlay
Capital investments required for business are not extremely high, especially for players in the steel industry
working on steel sections. As a result, multiple regional players have entered the fray during last 5 years.
 High working capital
PEB industry is working capital intensive with high inventory requirement of around 70 days along with high
collection days of 65 days.
 Cyclical business
Cash flows are cyclical as the major customer segments are industrial and commercial segment which are
strongly linked to the economic cycle (especially linked with GFCF).
 Profitability driven by management of material costs
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Variable cost form bulk of costs for the business. Ability to manage input prices (especially steel prices) over
the period of contract, though short duration, is critical since most of contracts are fixed priced.
Indian PEB industry: Current scenario
Indian construction industry (industrial, commercial and residential) has evolved over the last decade. The major
concerns for customers remain about safety of their buildings. This remains true for PEB construction as well. In
order to meet the stringent safety requirements PEB players have made changes to erection technology
(installation procedures and equipment/tools). With growth in demand for multilevel buildings, the complexity
of construction is growing. Also, the demand for aesthetically better buildings is growing. PEB players are
developing newer installation system to cater to these design complexity.
Customer expectations are also evolving as the market matures. This is reflected in contracts for most of the
large projects. Customer usually insist on having timelines, liquidated damages clause and payment linkage to
project execution as part of the contract.
Currently, ticket size of projects has declined as large projects are on hold. Though, with renewal of
Government’s’ promotion of SEZ and other infrastructure, the large ticket size projects are expected to pick up.
There is also emergence of government projects which are small in size but large in numbers. This creates both a
challenge and opportunity to PEB players. It creates huge demand for supply of material but creates operational
challenges in terms of erecting this small project at remotely located sites.
PEB players’ selection criteria
Customers usually evaluate PEB players on 6 primary factors.
Exhibit 7: PEB players selection criteria
Source: CARE Research

Pricing, as for any product, remain a key selection criteria for customers. Along with pricing the capability of
PEB player in term of its design software, qualification & strength of design engineers play a critical role in
vendor selection. Customers also look for design flexibility in terms of adding newer components and/or facility
expansions. Customers do evaluate PEB players on their brand and their prior experience in terms of delivering
large project in time and on costs. The other critical factor is manufacturing capability of the player. Customers
look for players with large capacities to meet their requirements. Significant transport costs drive customer to
look for vendor who are close by and can supply quickly.
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Critical success factors for Indian PEB players
Exhibit 8: Critical success factor
Source: CARE Research
Indian PEB players’ success is primarily driven by its design capability and ability to deliver projects across
India at competitive price.
 Design capability: PEB players’ ability to deliver diverse set of design ranging from low rise factory
sheds to a complex housing project is a critical success factor. This enables players to diversify across
revenues segment, which is especially critical for player in an industry where demand is linked to
economic cycles.
 Pricing: There is no clear market leader and brand recognition is also nascent in this emerging area.
Moreover, regional players compete on price (due to lack of differentiation), making it a critical driver of
success.
 Technology: Technology is a critical driver to create differentiation for the PEB player. Technological
ability to support building with very high dead and live loads, design and implement complex structures
can help player in establishing its brand.
 Manufacturing footprint: With India’s vast landscape, cost of transporting steel/end products becomes a
real challenge. At the same time, most of PEB projects are large and time critical capex projects for
clients. Thus, presence across India and ability to meet large project on time create a significant
differentiator for the success of a PEB player.
 Sales and Marketing: PEB industry’s awareness is high in India only for the industrial segment. Sales
and marketing ability to create awareness among emerging areas such as residential and commercial
sector would create a strong differentiator for PEB player. Also, a significant sales and marketing
footprint would allow PEB players to deliver projects across India reducing revenue concentration from a
particular region.
 Standardization: PEB projects are usually fulfilled as engineer to order. Each project has different
specification. Ability of a PEB player to mass customize this project components would allow them to
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enjoy dividends of economies of scale. Thus, developing production strategies that allow standardization
are critical for success of a PEB player.
Market size and potential
PEB market is linked to GFCF as investments in capital formation drives demand for PEB construction across
industrial and commercial segments.
Exhibit 9: PEB market has linkages with GFCF
Source: Planning commission, CARE research
Indian PEB market has grown at 13% CAGR in the last 3 years. Though, the market growth has been low in last
year with a growth of 2% in FY 2014 driven by lower growth in Indian economy and sluggishness in fixed
capital formation.
In case of positive movements in GFCF growth (above 5% level), there has been a trend of positive multiplier
effect on PEB growth. Over the period of last 8 years, the multiplier is estimated to be in range of 2x-2.5x.
GFCF growth below 5% usually has resulted in a negative PEB growth.
On basis of IMF forecasts of Indian GDP growth rate of 6-6.5% in the next 5 years, GFCF is expected to grow in
range of 8-10% in the next 5 years. This strong growth in GFCF is expected to create a strong demand for PEB
market and drive PEB growth at 2x-2.5x in 15-20% range over next 5 years.
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Growth of major user segments
Industrial segment (including factories, workshops and industrial sheds) forms a larger share of Indian market
with 71% share in FY2014 followed by commercial (including warehousing and retail). Infrastructure project is
the other emerging segment with 8% share. Community and other miscellaneous project are one-off projects and
contribute to 2% of the overall market.
Indian PEB industry user segments
Exhibit 12: Indian PEB market split by application
High penetration Medium penetration Low penetration

Industrial segment has high PEB penetration in India. Commercial segment has medium PEB penetration and all
other segments have low PEB penetration.
Industrial segment (Factory and manufacturing sheds) growth drivers
Industrial applications are spread across the verticals of capital goods, auto, cement, FMCG and others.
Investment requirement for industrial segment is estimated at ~`2.5 trillions for the 2012-17 periods, as per the
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India’s 12thfive year plan. This strong investment in 12th 5 year plan is expected to create a PEB market potential
of `2,50,000 millions in the next 5 years.
Engineering and capital goods
Engineering and capital goods sector is the largest sector in overall industrial sub-segment in India. It is further
subdivided into heavy and light engineering market. Heavy engineering segment involves manufacturing of large
size plants and equipment’s for various industrial sectors. Light engineering includes manufacturing of low and
medium size equipment. Being the largest sub segment in the Industrial segment, Engineering sector create
significant demand in form of manufacturing plants and sheds for PEB.
Investment in engineering and capital goods had stagnated with slowdown of economy. However, with
announcement of ‘Make in India’ program, the investment in the segment is expected to pick up. There have
been early signs of clearance of the stuck up manufacturing projects creating demand for capital goods sector.
The manufacturing activity seems to have picked up in 3rd quarter of FY 2015. Manufacturing PMI rose to
53.3% in November 2014 from 51.6% in October, 2013; which is highest since February 2013.
As the implementation of announced capex starts, the capital goods sector is expected to pick up, driving a
strong demand for the PEB market.
Cement
India is second largest producer of cement in the world. Cement industry is user of PEB industry both for
manufacturing and warehousing. Indian cement industry has production capacity of 373 million tonnes. With
strong growth in Indian infrastructure and announcement of 100 smart cities, the demand for Cement industry is
expected to grow rapidly.
It is estimated that investment in cement industry to be more than ` 2,50,000 millions in FY 2015 led by `
1,00,000 millions investments by Ultratech cement. It is expected that the cement manufacturing capacity is
expected to rise to 479 million tonnes by 2017. This capacity addition is expected to drive strong demand for
PEB construction in cement industry.
Automotive industry
Indian automobile industry is among the largest sub-segment in Indian industrial sector. Auto industry usually
uses large factories for auto assembly and require large span of control. It is estimated that Auto OEM players
are looking to invest approximately ` 1,50,000 millions in FY 2015. Out of the total investment, 1/3rd investment
is expected for capacity addition. Thus, auto sector alone is expected to create a market potential of ` 50,000
millions in FY 2015 for PEB sector.
Indian auto sales had stagnated over the last 3 years. Thus, the investments in auto sector remain subdued. Over
the last 6 months there has been reduction in fuel prices because of global fall in prices. This is expected to pick
up the sales demand. However, continued high interest scenario and roll back of excise exemption is expected to
counter balance the auto demand and capex.
Commercial segment growth drivers
Commercial segment usually includes warehouses and retail shops. These applications are spread across the
industry vertical of warehousing and FMCG retail shops.
Agri-warehousing industry
Agri-warehousing involves primarily grain warehouses and silos for storage. It creates a strong demand potential
for PEB in the form of construction requirements for warehouses. Agri-warehousing forms ~10% of total
warehousing in India. As per the report of working group on Warehousing Development and Regulation for the
12th five year plan period, India has a total agri-warehousing capacity of about 112.73 Million Metric Tonne
(MMT) at present to store and conserve agriculture produce with central and state agencies owning 69% of the
capacity and the balance distributed among private entrepreneurs, cooperative societies, farmers. The storage
space available in the country is not sufficient to cater to the procured stocks. Therefore, the demand for
warehousing facilities has constantly been on the rise due to factors like rise in agricultural output, increase in
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government procurement, rise in contract farming, development of organized retail sectors requiring large
storage capacities to achieve economies of scale as well as capacity constraints at existing facilities. Also, with
the implementation of food security bill, the requirement for storage capacities would increase significantly
going forward.
Grain Silos: India’s grain storage requirement is expected be to the tune of ~200 MMT in 2014. With storage
shortage in range of ~90 MMT, the capacity addition per year is expected to be approximately 10 MMT. This is
expected to create demand of ~`20,000 millions of silos every year. Grain silos can be executed by existing PEB
players by acquiring design expertise. PEB players can produce grain silos with their existing infrastructure.
Warehousing
Indian industrial warehousing forms 90% of overall industry. Warehousing requires large clear-span storage
sheds. This sheds can be catered by PEB construction effectively. Indian warehousing requirement which stands
at ~919 million square feet is expected to grow at a healthy 9% in the next 5 years as per the Knight Frank India
Logistics and Warehousing Report 2014.
Exhibit 13: Indian Warehousing requirements
Source: Knight Frank – CARE Report 2015
This is expected to drive on an average an addition of ~100 million square feet of space per year in the next 5
years. This addition of warehouse space is expected to create a demand of PEB of ` 20,500 millions every year
for the next 5 years. Indian e-commerce sector is expected to be the major driver of growth for warehousing in
the next 5 years.
Infrastructure segment growth drivers
Indian infrastructure requires investments to tune of ` 65 trillion in FY 2012-2017 period as per the 12thfive year
plan. This requirement is driven by requirement of improved infrastructure across all the segments ranging from
road and ports to civil aviation. This significant investment in infrastructure is expected to drive strong
construction requirements and create a strong demand for the next 5 years.
Andhra Pradesh after split is looking for establishing a new capital. This is expected to create strong demand for
fast and cost effective building solutions. This is expected to create a strong demand for PEB players who have
strong presence in South India.
Civil aviation
India is 9th largest civil aviation market in the world. With growing demand for infrastructure improvement,
there has been demand for airports and hangars in tier II and tier III cities. There is also demand for expansion
and newer airports in the existing metros. Airports and hangars employ structural steel and PEB for construction.
As per 12th five year plan, the investment in civil aviation is expected to be around ` 72,000 million in the plan
period. This is expected to create a strong demand for PEB and structural steel players in the coming 5 years.
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Metro rail
PEB can play an important role in developing metro stations by being both a time and cost effective solution. In
India, Metro rail is currently operational in 5 cities, viz. Delhi, Kolkata, Bangalore, Gurgaon and Mumbai. Metro
rail system is under construction in cities of Chennai, Hyderabad, Jaipur, and Kochi. With the proposed
expansion of metro rail in existing locations along with new metro projects, planning commission of India has
estimated investment requirement of ~`13,00,000 million for metro projects in 12thfive plan period. Planning
commission has established that there will be a requirement of metro rail in cities where population is more than
2 million. This is expected to drive strong investment requirement for metro rail in next decade or so. This high
investment requirement in metro rail alone is expected to create a PEB demand of `70,000 million in the next 5
years.
Power plants
India is a power deficient country with significant transmission losses. Government of India estimates an
investment of ~USD 250 billion in the 2014-19 for set up of power plants and reduction of losses. This is a
newer segment which PEB industry can look to enter for market expansion.
Ports
Indian port sector is going through a revival attracting significant private investments, both from within India
and abroad. Port ancillary structure can employ PEB structure for construction. Government of India has
awarded USD 3.53 billion for 30 port projects. Moreover it is envisaged that the investments to the tune of USD
49.75 billion would be required to upscale India’s cargo handling capacity to 3,130 million tonne by 2020. This
is expected to create a demand for PEB industry in Port infrastructure’s ancillary structures.
Real estate segment growth drivers
Housing
PEB construction can be employed in housing (light gauge steel), creating a strong market potential for PEB
players. As per the 12th five year plan, there would be shortage of 18.78 million houses in 2012-17. Around 95%
of these shortages pertain to houses for economically weaker sections and low income families group. This
drives a need for cost-effective and fast solution housing or ‘Affordable housing’. As a result Government of
India has launched various schemes for delivering affordable houses. Considering dwelling units with carpet area
between 21 to 27 Sq. m. for Economically Weaker Section (EWS) category and 28 to 60 Sq. m. for Lower
Income Group (LIG) category, it is expected to create a market potential of `1,80,000 million for PEB industry.
PEB players can move into this segment with their pre-fabrication experience, however, this would require a
separate division since the products, design, manufacturing process and customer profiles are different from
industrial PEBs. At the same time this segment is part of Light gauge steel market with players using different
materials/technology (for example, Monolithic construction) for pre-fabrication.
Commercial buildings/ High rise buildings
Indian commercial building space requirements are growing exponentially with growth of services sector like
IT/ITES, Telecom and others. With limited land availability and rising demand for commercial offices, high-rise
buildings have emerged as a potential solution. PEB as a concept was conceived only as a low rise product for
industrial and commercial purposes. Though, with evolution of PEB technology, pre-fabricated products can be
used to serve these high-rise segments. This makes high rise buildings a potentially attractive market for PEB
players. Few PEB players have already constructed high rise buildings (10 floors) in India.
As per USAID ECO-III Internal Estimate, the availability of commercial space is expected to grow from 650
million square meters in 2012 to 1,900 million square meters in 2030. Growth in commercial building is
expected to create market potential to the tune of ~ ` 55,000 million in the next 5 years. Though, with higher
penetration in high-rise buildings segment, potential market for PEB can be significantly larger.
Buildings up to 10 floors can be executed with existing resources; however, design capabilities remain a
challenge in buildings higher than 10 floors. High buildings’ design requires specialized Building Information
Modeling (BIM) software. Penetration of this kind of specialized software in Indian construction market is low
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(~22%) (Source: State of BIM adoption and outlook in India (Anil Sawhney, 2014)). Usage of such software is
expected to be even lower amongst the PEB players. Thus, PEB players would need to invest in this high-end
software, develop separate design and sales expertise to enter this emerging, yet lucrative market. PEB players
are likely to face inertia from the end customers as PEB are perceived as low rise products. PEB thus also need
to invest in customer education to develop this market, which could be a strong driver of growth in the next 5-10
years.
Cost structure
Steel is the dominant input in PEB construction and contributes roughly to 67% of the total cost of goods sold.
Other manufacturing expenses and employee costs forms the other important cost components with 10% and 9%
share respectively.
Exhibit 14: PEB cost structure breakdown
Steel is the primary

driver of PEB costs
As steel is the primary driver of costs for PEB players, its availability and price remains critical. PEB uses flat
hot rolled/cold rolled steel as a primary input. Steel price fluctuation poses a threat to PEB industry as most of
PEB contracts are done on fixed price basis. However, the PEB projects are of short duration making price
fluctuation risks manageable.
Exhibit 15: Steel price movement (WPI Steel flat index)
Source: RBI
Steel prices have remained steady in last three years helping the PEB industry in managing the costs. Price Index
has grown at CAGR ~4% in the last 3 years with low price fluctuation (Standard deviation = 7% of index
average).
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Steel Outlook
India has about 95 million tonnes of installed steel capacity with expected capacity addition of 26.8 million
tonnes in 2014-15 and 12.4 million tonnes in 2015-16. India’s per capita steel consumption in 2013 stood at a
mere 57.8 kg, nearly one-fourth of the global average of 225.2 kg. A slowdown in infrastructure investment in
two-three years impacted the steel sector. The steel demand in India grew by merely 0.6% in 2013-14 despite an
average GDP growth of 5%. (Source: CMIE steel industry outlook, Oct 2014)
The industry has been reeling under the impact of slowdown in demand from the major end user industries like
automobiles and real estate and construction on one hand and increase in cost of production on the other due to
the continued disruption in availability of iron-ore and coal impacting capacity utilisation. Further, weak macro
environment, higher inflation, volatility in raw material prices, depreciating rupee, widening current account
deficit and heightened regulatory risks has further impacted the steel industry scenario in India.
There is an expected revival in demand from sectors like construction, infrastructure and automobiles to improve
the long-term outlook for steel. It is expected that the adverse impact of a low volume growth will get neutralised
from the benefits of lower raw material cost in the near term. It is expected that a part of the benefits of lower
costs would be passed on to customers (including PEB).
Key Industry risk
Exhibit 16: PEB industry risks
 Scarcity of skilled manpower

1 Manpower
 PEB requires semi-skilled labour for welding and bolting activities
during structure erection
Raw material  Steel forms 67% of input cost making it the critical raw material
2 (Steel)  Variation in steel prices is a real risk
 There is currently no regulatory body on lines of ARAI which can

Absence of
3 industry body certify and regulate industry (providing confidence to customers)
 There is no official industry association
4
Lack of  Lack of standardization makes interoperability lower and drives costs
standardization higher
Business risk  High working capital requirement driven by requirement to store steel
5 and turning over the inventory a critical factor for success of player
 PEB industry faces myriad of taxes ranging from Excise duty, VAT,
Tax structure
6 anomalies Sales tax, Service tax and work contracts tax
 The tax structure varies across states making it difficult to operate
PEB fabrication requires semi-skilled labor both on factory floor and on site for pre-fabrication and building
erection. Though, India has a numerous supply of semi-skilled workforce, PEB industry finds it difficult to put
this talent directly on production. It may require upto 4 months of training. As cost of manpower is currently
~10%, escalation on procuring talent from other PEB players may not be very high. But, the limited pool of
talent may pose an issue during rapid industry expansion.
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India is 4th largest producer of steel. With ongoing capacity addition in India, supply of steel may not pose a
significant threat to PEB players. However, a strong price increase can impact the industry profit margins
significantly as steel forms ~67% of total costs.
There is an absence of regulatory body which may certify the durability and useable life of steel building
products. This may lead to a lower customer confidence and deterioration in quality. At the same time, there is
no industry body of PEB players, which makes industry representation weak, especially with regards to
government incentives and taxation.
Currently, Indian PEB manufacturers use a MBMA (US) code or Indian code for fabrication. Thus, there is lack
of standardization among usage of code which poses a threat in terms of inter-operability issues. For example, an
expansion to be done by a different vendor may not work as codes are different. Indian PEB industry’s main
threat is the business risk associated with its linkage to business cycle. Managing working capital remains a
serious challenge especially during a downturn. PEB industry faces a high tax structure posing a challenge to
profitability of PEB players. PEB pre-fabrication products are exposed to excise duty, VAT, inter-state sales tax.
On the other hand, during site erection, PEB players are exposed to service tax and works contract tax.
Moreover, tax differential exists among states. For example, Uttaranchal has no excise duty, driving many PEB
players to set up factory in Uttaranchal. On the other hand VAT and other taxes also vary state by state.
However, introduction of GST may ease out the structure for PEB players.
Industry growth drivers

The Following figure sets of the key drivers of the PEB industry:
Exhibit 17: Industry growth drivers
 PEB penetration in the industrial and commercial market is ~20%,
whereas developed countries market has PEB penetration of
more than 50%. US has ~70% PEB penetration
 This low penetration provides significant scope for rapid adoption
and growth
 Implementation of GST is
expected to rationalize the
tax structure for PEB players
 GFCF is expected to grow
by 8-10% in the next 5
years with improvement in
Indian economy
 This is expected to drive
strong demand for PEB
 Warehousing requirement
is expected to grow at 9%.
This is expected to create a
market potential of
Rs.50,000 million
 Power industry, housing,

commercial buildings are fast  Indian government has earmarked ~US$1trillion of
emerging as potential user investment in 2012-17 periods.
segments  This is expected to create significant opportunity for
PEB players, especially in metro and ports segments
 Low penetration
India’ steel consumption stands at ~60 kg per capita vis-à-vis global consumption of ~225 kg in 2013.
PEB penetration also stands low at ~20% presenting a strong opportunity for PEB industry to grow.
 Revival of GFCF
GFCF has remained stagnant in last few years with a decline in FY 2014. With revival of Indian
economy, GFCF is expected to pick up creating a strong demand for PEB construction.
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 Warehousing
With growing economy and development of e-commerce sector, demand for warehousing is expected to
grow substantially.
 Infrastructure investments
Indian government is expected to drive strong investment in transport infrastructure especially, railways,
metros and aviation. This segment provides ample opportunity for PEB construction.
 Emergence of new areas
Power plants, ports, commercial offices, low rise housing emerges as new potential areas for a strong
growth of PEB demand.
 Implementation of GST
Indian government has been working with state government to finalize the GST structure. It is expected
that GST may get implemented as early as April 2016, rationalizing tax structure of PEB industry.
Structural steel market
Structural steel are steel sections (I, H, T sections) that are used for construction activities. They are usually
heavy steel shapes (Hot-rolled) designed as load bearing members in construction. PEBs usually use light to
medium steel section for its application. As against standardized sections of PEB, structural steel elements are
customized and are more complex in design. Most of the fabrication is done in-situ in case of structural steel vis-
à-vis pre-fabrication at factory for PEB. Structural steel find its application in areas requiring high load bearing
structural capacity such as power plants, railway bridges, high rise buildings and others.
Indian structural steel market is 10 times larger than PEB market (FY2014). Structural steel market grew at
CAGR of around 10% in the last 3 years ended FY14. It is expected to continue its growth driven by around
USD 1 trillion investments in infrastructure segment lined up in 12th plan period.
Source: Deloitte – conference paper on steel structures, CARE research
Industrial segment forms roughly half of the market in 2014. Cement and Steel industry are the major demand
drivers of structural steel in industrial segment. Power industry is an important driver in infrastructure segment
which forms the quarter of structural steel market. High rise buildings typically employ structural steel as
compared to PEB and contribute to 15% of the structural steel market. Structural steel penetration in high rise
building is low (<5%). This creates a strong opportunity for structural steel players in this emerging market
segment.
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Over the last few years, players in structural steel market have started to move towards pre-fabrication to take
advantages of costs reduction and standardization. However, lack of infrastructure to transport these large and
heavy sections remains a challenge. Pre-fabrication is dominant model for structural steel in advanced markets of
USA and Europe, where infrastructure is far superior to India. Though, with improvement in Indian
infrastructure, the pre-fabrication model may become viable for structural steel in coming years, opening doors
for PEB players.
As in case of housing, PEB players need to create a separate division to target this attractive market as the
product and design requirements are different
Engineering services market
Almost all the players in Indian PEB market provide end to end services (from design to erection) to the
customers. The annual repairs and maintenance works are also done by PEB suppliers in most cases. Most
players are open to provide design as standalone services, but the Indian market is still dominated by full
services contracts.
However, there exists a potential for Indian PEB players to provide outsourcing service for PEB players in USA
and other advanced economies of the world. Most of the Indian players have worked on an international design
code (USA, Europe) for fabrication in India. This familiarity with the design codes and an availability of skilled
manpower can make PEB design service (engineering services) an attractive opportunity to Indian players. This
market segment is in its inception phase with a couple of firms using their resources to deliver these engineering
services to PEB players in US. Indian PEB players also have an opportunity to extend this service to
conventional RCC and structural steel segments. This market would be substantially larger than engineering
services for PEB design.
With design software in place, manpower costs are the major cost driver for delivering these engineering
services. As a result, this service segment can add significant value to PEB players as the profitability could be
much higher than other existing business segments.
Considering language proficiency, Indian PEB players would be more suited to provide services to ‘English’
speaking countries of Europe, US and Australia. As per a NASSCOM report, Indian Engineering and R&D
Outsourcing (ERO) market is estimated at US$ 12 billion in 2013. Share of infrastructure segment is estimated at
5%. This indicates a market potential of US$ 0.6 billion for ERO in 2013. ERO outsourcing in Infrastructure
primarily included CAD and drawing/drafting work. Over the years, it is expected move to a higher level to
include analysis and design. In order to tap this small but profitable market, Indian PEB players would need to
invest in training manpower and create a separate sales channel. Ability to break through with foreign customers
remains a challenge. (Source: Global ER&D: Accelerating Innovation with Indian Engineering)
Industry Players
Indian PEB industry comparison is usually conducted, primarily looking at the following four set of factors:
1. PEB industry market share
2. Profitability
3. PEB revenue growth
4. Manufacturing capability (capacity and utilization)
PEB industry market share
Market share is a key indicator of success within an industry. It indicates company’s position vis-à-vis
competitor in term of penetration within the market. Indian PEB industry is fragmented with more than 20
players operating in India. PEBS Pennar is one of the top three companies in this industry with a market share of
8%. As of 2014, no single player has been able to create a strong position in term of market share. There is a
large regional (unorganized) market with more than 30% share.
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PEB manufacturing capability
Players’ manufacturing capability is a critical indicator of success especially in emerging market such as PEB
industry, which is expected to grow substantially in a decade. A higher capacity indicates a better position for
company to meet large projects. Kirby, Interarch, PEBSL and Apex buildsys are major player in terms of
manufacturing capacity.
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OUR BUSINESS
Some of the information contained in the following discussion, including information with respect to our plans
and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the
section titled “Forward-Looking Statements” on Page 14 for a discussion of the risks and uncertainties related
to those statements and also the section titled “Risk Factors” on Page 16, “Financial Statements” on Page 190
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Page 239
for a discussion of certain factors that may affect our business, financial condition or results of operations. Our
actual results may differ materially from those expressed in or implied by these forward-looking statements. Our
fiscal year ends on March 31 of each year, so all references to a particular fiscal are to the twelve-month period
ended March 31 of that year.
In this section, a reference to the “Company” means Pennar Engineered Building Systems Limited. Unless the
context otherwise requires, references to “we”, “us” or “our” refers to Pennar Engineered Building Systems
Limited.
Unless otherwise indicated, financial information included herein are based on our Restated Financial
Statements included in this Draft Red Herring Prospectus beginning on Page 190.
Overview
We are one of the leading custom designed building systems solutions providers in India (Source: Care Report,
2015). Our capabilities include designing, manufacturing, supply and assembly of custom designed building
systems. Our products and services include pre-engineered buildings, design and engineering services, solar
module mounting structures, cold form buildings and structural steel products which are widely used for various
manufacturing, warehousing, industrial, infrastructure and custom designed commercial buildings.
erection of solar module mounting structures for generation of solar power; design, manufacturing, supply and
erection of structural steel buildings and cold form buildings. In addition to providing design and engineering
services for the projects which are designed, manufactured and supplied by us, we have also provided design and
engineering services for projects being executed by others. Since our inception, we have experienced sustained
growth in financial indicators including our revenue, EBITDA, PAT, ROC and ROCE as well as a consistent
improvement in our balance sheet position in the last five fiscals. For further details on our financial
performance please refer to section titled “Financial Statements” on Page 190 and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on Page 239.
Our core product, i.e. pre-engineered buildings are steel buildings which are custom designed and fabricated to
every customer’s requirements in accordance with the applicable standards. The fabrication of pre-engineered
building components is carried out in our manufacturing facility under strict quality control at every level of
production and as per detailed designs created by us and approved by our customers. Pre-engineered buildings
offer enhanced speed in delivery and erection, flexibility in expansion and are capable of withstanding weather
pattern changes. In addition to our core manufacturing activities for pre-engineered building systems, our
operations also include (i) design, supply and erection of solar module mounting structures for solar energy
software platforms.
We have a non-exclusive technical know-how licensing arrangement with NCI Group, Inc., an established player
We have also entered into a design services out-sourcing agreement with a US based entity engaged in business
similar to ours, pursuant to which we offer our design and engineering services to them by using their software
for manufacturing of pre-engineered buildings by them for their overseas customers.
Our manufacturing facility, which is spread over an area of 35 acres and 271/2 guntas is located at Ankenpally
Village, Sadashivpet in the State of Telangana on the Hyderabad-Mumbai National Highway (NH-9). It is
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equipped with high-precision machines to fabricate and supply quality-replete steel buildings and has a
production capacity of 90,000 MT per annum of fabricated structural metal products a year. Our manufacturing
facility also houses a testing lab for quality checks of our products at various stages of manufacturing. Our
manufacturing facility has received a “Gold Rating” from the Indian Green Building Council for our practices in
green building technology which includes incorporation of solar PV system, sewage treatment plant, energy
efficient designs for the building, and drought tolerant species for landscaping among others. Our manufacturing
facility is also ISO 9001:2008 (Design, manufacture, supply and erection of pre-engineered building systems)
certified.
We believe that we have established our execution capabilities in a very short span of time, which has enabled us
to develop firm relationships with various manufacturing and infrastructure companies and have managed to
secure repeat orders from our customers. We have an established track record of executing projects with
distinctive features, some of which were achieved for the first time in the Indian pre-engineered buildings
industry. Some of our key projects include (i) execution of a 99 metre clear span building with 27 metre peak
high, the single largest clear span building ever executed by a PEBS player in India; (ii) execution of the first
pre-engineered building in India with EOT crane capacity of 250 MT; (iii) execution of a multi-storied building
in pharma sector with a height of 33 metre (ground + 7 floors); (iv) execution of a 400,000 sq ft National
Distribution Centre for a leading retail and distribution entity. In addition to the aforesaid, our products have also
been used for metro stations, international airports, aircraft hangars and military engineering services projects.
We have a strong customer profile and cater to some of the leading manufacturing companies in India. Some of
our major customers include Ultratech Cement Limited, India Cements Limited, Volvo India Private Limited,
Larsen & Toubro Limited (CMB Division), Calderys India Refactories Limited, Maha Logistics Private Limited,
Etco Denim Private Limited, Shyam Indofab Private Limited, Rudrapratap Indian Logistics Private Limited,
Indian Corporation and Azure Power.
We are a subsidiary of Pennar Industries Limited ("PIL"), a manufacturer of engineering products. The equity
shares of PIL are listed on the BSE, NSE and MCX since 1988, 2010 and 2013, respectively.
were ` 2,686.05 million, ` 3,131.65 million, ` 4,022.37 million and ` 2,586.22 million, respectively. In fiscal
2012, 2013, 2014 and the eight months ended November, 2014, profit after tax, as restated were ` 105.82million,
` 147.62 million, ` 181.86 million and ` 41.66 million, respectively. As of February 28, 2015, we had 147
ongoing projects across 16 states in India at various stages of execution aggregating to a total order value of `
3,700.67 million. Our Order Book information is only indicative of future revenues and you should not place
undue reliance on such information in making an investment decision.
Competitive Strengths
We believe the following are our principal competitive strengths:
Strong Engineering Design Capabilities
We have been able to implement the latest technologies and implement best practices for manufacturing our
products.
Our Company has an in-house design and engineering team comprising of 103 technical personnel as of
February 28, 2015 all of whom are trained in design and detailing. The average work experience of our design
team is over 7 years. We have also entered into a design services out-sourcing agreement with an entity in the
United States of America, pursuant to which we offer our design and detailing services to them by using their
software platforms for manufacturing of pre-engineered buildings for their overseas customers. Access to their
software platforms also gives our design and engineering team an exposure to the latest know-how, design and
computer aided technologies being developed and updated overseas. We have also licensed some of the latest
and advanced software in computer aided design technology and manufacturing, which are used by our design
and engineering team to effectively achieve the design and detailing parameters based on our customer’s
requirements. Some of the latest software used by our design and engineering team includes Autodesk Auto
CAD 2015, STAAD Pro, MBS, Stru AD, ETABS NL, 3Ds Max Design and Tekla X‐Steel.
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Our design and engineering team is trained to handle these complex software enabling them to design complex
custom designed building structures. Our design and engineering team and our in house capabilities enable us to
have strong designs built on knowledge of our experienced personnel.
Established track record for timely execution
In a short span of just over 5 years, since commencement of our operations, we have successfully established a
track record of timely execution of more than 400 projects for various companies in sectors such as
manufacturing, warehousing, retail etc. We believe that our supply chain relationships, internal processes,
network of sales offices and building contracts and our integrated operations contribute significantly to enable us
to complete our projects efficiently and in a timely manner.
Our raw material supply chain relationship ensures that the raw materials are delivered to our manufacturing
facility on time, enabling us to manage our processes effectively and maintain our raw material inventory for a
rolling period of around 2 months. We have consolidated our order management and project management
departments into one, to ensure operational efficiencies by having an overall control of the manufacturing
process. Our order management, operations and project management teams work in conjunction with our design
and engineering team to deliver the most appropriate and customised designs for manufacturing of our products
for the customers in a time bound manner. The order management department is responsible for proper handling
of all secured jobs, and routing them through the various relevant departments within our Company, so as to
deliver the project in the time span agreed with customer. The order management department is also responsible
for coordination with the customer on all aspects of the project after an order is placed including handling of
claims, timely intimation to the customer. Order management department acts as a necessary link between the
customers and various necessary departments within our Company.
Each of our internal departments are governed by guidelines clearly specifying the nature of decision making
and the time limit within which the decision is to be made at each step of execution of a project preventing
delays. Our lean corporate structure enables us for quick response and decision making which enables us to be
responsive to both market and customer needs. We believe that our clearly laid out processes for execution helps
us in coordinating with our internal departments, suppliers and customers in an effective manner and the same
transpires in our execution capability. We also have a network of approved building contractors across India,
whom we use for site preparation works (i.e. civil works, anchor bolt casting and the general readiness of the
site) for our projects. Our project management team is responsible for coordinating with the building contractors.
Since we are able to obtain significant operational synergies and efficiencies through horizontal and vertical
integration of our operations, including in terms of a secure connectivity and an Enterprise Resource Planning
(ERP) system implemented in majority of our operations and departments, our ability to deliver projects on time
is strengthened.
Our ability to provide end to end solutions to our customers ranging from product conceptualization, designing,
manufacturing, testing, supplying and assembling, has made us the preferential pre-engineered buildings solution
provider for some of our major customers. As of January 31, 2015, we have repeat orders from 14 customers,
including customers like Ultratech Cements Limited, Volvo India Private Limited and Larson & Toubro
Limited.
Diversified products and solutions
Custom designed pre-engineered buildings, is our key product offering. In addition to our core manufacturing
activities for pre-engineered building systems, we offer diversified products and services to our customers. Our
product offerings include (i) design, supply and erection of solar module mounting structures for solar energy
software platforms and have provided innovative solutions in our product and services offerings. For further
details on our products, please refer to sub-section titled “Our Business- Our Product Offerings” on Page 133.
Our ability to offer diversified product range as an integrated solutions provider having presence across various
levels of pre-engineered buildings component value chain ranging from product conceptualization, designing,
manufacturing, testing, supplying and assembling, makes us the preferred pre-engineered buildings solution
provider for some of our major customers.
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Strong financial performance
As of November 30, 2014, the total outstanding debt (short term and long term) of our Company was ` 330.07
million. As of November 30, 2014 our total debt to equity ratio was 0.30:1. Since our inception, we have
experienced sustained growth in financial indicators including our revenue and PAT, as well as a consistent
improvement in our balance sheet position in the last five fiscals, wherein we have seen an increase in our net
worth. We believe that we have been able to achieve this position as an effect of capital efficient business model
and cost optimization of our sourcing, design and manufacturing processes.
We strive to maintain a robust financial position with emphasis on having a strong balance sheet and increased
profitability. Our strong balance sheet and positive operating cash flows coupled with low levels of debt enable
us to fund our strategic initiatives, pursue opportunities for growth and better manage unanticipated cash flow
variations. Our financial strength provides us a valuable competitive advantage in terms of access to bank
guarantees and letters of credit, which are factors critical to our business.
The table below sets forth some of the financial indicators for fiscal 2010, 2011, 2012, 2013, 2014 and the eight
months ended November 30, 2014:
Particulars Fiscal 2010 Fiscal 2011 Fiscal 2012 Fiscal 2013 Fiscal 2014 For the eight
months
period ended
November
30, 2014
Revenues 309.15 1,461.20 2,458.55 2,869.95 3,643.29 2,353.95
from
Operations
(net)
EBITDA 24.51 176.81 295.19 369.83 398.25 167.75
RONW (%) 0.94 18.86 25.39 20.97 16.90 3.73
For further details on a comparative analysis of our financial position and revenue from operations, see the
section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
Page 239.
Experienced senior management team, technically skilled and motivated employees and strong parentage
We believe that our qualified and experienced senior management team, technically skilled employee base and
established Promoter have contributed to growth of our operations and the development of in-house processes
and competencies.
Our Chairman, Joginapally Venkata Nrupender Rao and our Managing Director, Potluri Venkateswara Rao have
significant experience in the manufacturing and pre-engineered building systems businesses in India. Joginapally
Venkata Nrupender Rao has around 40 years of work experience and Potluri Venkateswara Rao has around 34
years of work experience in the industry in which we operate. Our senior management team consists of
technically qualified and highly experienced professionals in the industry we operate in. They bring with them,
extensive experience in sales and marketing, order management, design and engineering, purchase, operations,
human resources, finance and after sales services. We believe that our management framework allows us to
maintain the flexibility to address the markets and the geographies we operate in. We believe in high standards
of ethical integrity and we ensure that all our business functions are carried out in a transparent manner. For
further information on our key managerial personnel who have contributed to our growth, see the sub-section
titled “Our Management – Key Management Personnel” beginning on Page 176.
Our human resources policies are aimed towards recruiting talented employees and facilitating their integration
into our Company and encouraging development of their skills. We believe the strength and quality of our
technically skilled team and the nature of our organizational structure has been instrumental in implementing our
business and growth strategies. We believe that our talented and motivated employees have been key to our
success so far and will further enable us to capitalize on future growth opportunities.
Our Promoter, PIL, has been listed on the BSE Limited for 26 years and follows high standards of corporate
governance. PIL has over 35 years of experience in manufacturing wide variety of steel products with over 600
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customers and five manufacturing plants located at Patancheru, Isnapur in Telangana, Chennai and Hosur in
Tamil Nadu and Tarapur in Maharashtra. We benefit greatly from the experiences of PIL in the industry we
operate in.
Technical Know-how arrangement with NCI Group, Inc.
We have a non-exclusive technical know-how license arrangement with NCI Group, Inc., an established player
Pursuant to the terms of the license arrangement, NCI Group, Inc, has authorised Bradbury Company, Inc.,
which manufactures the roll forming equipment and corresponding proprietary tooling used for production of the
proprietary tooling for us. Our technology tie up with NCI Group, Inc. has proven to be a key differentiator in
comparison to our competitors.
Our Business Strategy
We are committed to continuing to increase our market shares across our product verticals and to diversify our
product offerings, customer base and geographical footprint, thereby minimizing our exposure to particular
sectors, markets and customers. Towards this objective, we believe, our growth and strategies are as follows:
Strengthen our presence in India and grow in new geographies
We constantly seek to enhance our addressable markets with our pan-India integrated service delivery model
through our sales offices at Mumbai, New Delhi, Ahmedabad, Pune, Bengaluru, Kolkata, Chennai and
Vishakhapatnam. We intend to continue to cater to the customers in other parts of India in order to increase our
market share. We are exploring opportunities to expand our manufacturing facilities at such locations which are
corridors of growth and also facilitate manufacturing facilities such as ours.
We are considering the possibility of setting up another manufacturing facility in either northern, western or
central part of India to cater to our customers in those geographies. We plan to leverage our market presence, our
brand name and execution capabilities to attract new clients and obtain new projects in different geographies.
In addition to looking for expansion opportunities within India, we intend to leverage our experience and track
record of working on complex customised projects to expand our operations internationally, particularly in
Africa, Indonesia and North America. We are also evaluating the possibilities of entering into partnerships/
alliances with local partners to understand and penetrate newer markets. We also continue to actively evaluate
opportunities to undertake international projects.
Enhancing and expanding our product portfolio and increasing our installed capacity
We propose to continue to expand our product portfolio by upgrading and introducing new products under our
business verticals. We believe that our strong technical and project execution capabilities and qualified and
technically skilled employee pool will enable us to enhance and expand our product portfolio. We believe that
diversifying our product offerings will enable us to further grow our business operations, reduce the risk of
dependency on existing products and strategically target higher margin opportunities. The Government of India’s
“Make in India” programme is expected to boost the industrial production in the near future which should have a
positive impact on the demand for our products. Also, the decision of the Government of India to source defence
equipment from domestic market to a larger extent will significantly encourage manufacturing industries in this
segment. Also, the recent announcements from the Government of India to develop ‘Smart Cities’ is expected to
have a positive impact for demand of our products. We will continue to explore opportunities to expand our
manufacturing capabilities to design, manufacture, supply and assemble the following products line:
 Structural Steel and High rise buildings: We believe both the products have high potential in near future.
Currently, our Company is providing high rise buildings solutions only in Hyderabad. We intend to
expand these products to other cities from the next fiscal year. We also intend to develop the technology
for structural steel buildings for these products, for which we intend to procure the necessary software
tools which can help in design of these products. Structural steel products find application in metro station
structures, airport structures, telecommunication towers, multi-level car parks, broadcasting towers, flood
light towers, power transmission towers among others.
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 Design and Engineering Services: We continue to focus on developing integrated and comprehensive
engineering design solutions. We have also entered into a design services out-sourcing agreement with an
entity in the United States of America, pursuant to which we offer our design and detailing services to
them. We continue to explore strategic partnerships with international players for enhancement of our
engineering design capabilities.
 Solar Module Mounting Structures: We design, supply and erect structures which are used for mounting
solar modules. This product finds application in solar photo-voltaic plants, solar canal tops, solar roof
tops, solar thermal plants and solar car parks.
 Low cost housing: With increase in focus of both central and state governments on providing low cost
housing in India, we perceive this as a good opportunity to capitalize on cold form structures in the
coming years of our operations. With experience of supplying more than thousand buildings with similar
profile we have the optimum technology and experience for supplying such structures without any
additional capital expenditure. We have in the past designed, manufactured and supplied school class
room buildings using the cold form structures. Apart from low cost housing, we can use the same
technology for designing, manufacturing, supplying and assembling rural kitchen buildings, anganwadi
buildings, rural medical centres etc.
 Other Products: Our strong technical and project execution capabilities and qualified and technically
skilled employee pool enables us to offer additional products without incurring any significant capital
expenditure. We intend to offer grain silos and building façade as our new product offerings. Grain silos
are large storage units where grains can be stored. Due to significant grain losses during storage, central
and state governments are focused toward silo storage. Presently, we have the infrastructure and
technology to design and manufacture outer shells of the grain silos. In order to make an entry into this
product line, we are desirous of having a technology tie up with a global player for the supply of grain
silos systems.
We intend to continue the expansion of installed capacity thereby increasing our manufacturing capacities in
order to, address emerging demand, leverage economies of scale, widen geographic presence and provide unique
and value-added products and services to our customers. We recognize that there is significant growth potential
in manufacturing the aforesaid products and we believe we are well positioned to capitalize on the opportunities
presented by the markets. We will continue to use our design capabilities and manufacturing strength to develop
innovative designs for our products which will help lower manufacturing costs and expand our geographical
presence and customer base.
Expansion of our design and engineering capabilities
We believe our design and engineering services business is a high growth and high margin business. We intend
to continue to invest in our design and engineering services which we believe forms the backbone of our
business. We have also entered into a design services out-sourcing agreement with an entity in the United States
of America, pursuant to which we offer our design and detailing services to them. We have developed a strong
design and engineering team which exclusively works on these projects. Within a short span of 10 months, we
have been able to complete orders to the satisfaction of our customer. Pursuant to our design services out-
sourcing agreement our design and engineering team has been exposed to customised software thereby
enhancing their skill set. Going forward we intend to leverage our design and engineering experience to
concentrate on receiving big orders from overseas and domestic market. For more details on the expansion plans
of our design and engineering services, please refer to section titled “Objects of the Issue” on Page 96.
To achieve our expansion plans, we are contemplating both organic as well as inorganic growth. In the future,
we may consider setting up an off-shore branch office to cater to local opportunities at such location. We
endeavor to focus on process, product innovation and value engineering solutions in order to meet the
requirements of a wider range of products, geographies, applications and other customer specifications, so as to
strengthen and diversify our customer base and product portfolio. We intend to continue the expansion of our
design and engineering capacities in order to, address emerging demand, leverage economies of scale, widen
geographic presence and provide unique and value-added services to our customers. We recognize that there is
significant growth potential in design and engineering services and we believe we are well positioned to
capitalize on the opportunities presented by the markets. We will continue to use our design capabilities to
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develop innovative designs for our products which will help us in further establishing our design and engineering
capabilities.
Targeting new customer accounts and expanding existing customer accounts
We intend to increase our sales and customer penetration by targeting new customer accounts and expanding our
existing customer accounts in our principal markets by offering our entire range of products. Towards this
objective, we seek to continue to consolidate and develop our relationships with large and renowned corporate
groups whose product portfolios are spread across manufacturing industries, as well as our design and
engineering innovation competencies so as to be able to enter new and related markets and acquire, evolve and
strengthen our customer relationships. While we believe our existing clients provide us with the necessary
drivers to generate growth, we intend to continue to focus on new clients.
We also believe that we will be able to capitalize on our reputation for quality, consistent performance and
customer satisfaction in our existing markets and product verticals to target new customers.
Continue to enhance our brand in the PEBS industry.
We believe that that our brand is synonymous with credibility, reliability, efficiency and project execution
capability in the industry in which we operate. We wish to continue to enhance our brand value by continuously
delivering quality product and services to our existing and prospective customers so that we become the
preferred pre-engineered buildings solution provider for all our existing and prospective customers thereby
increasing our market share.
Our Business
Pre-engineered Building Systems
We are one of the leading pre-engineered building systems manufacturing company in India (source: Care
Report, 2015) having design, manufacturing, supply and assembly capabilities. Pre-engineered buildings are
steel buildings which are uniquely designed and fabricated to end user’s requirements in accordance with global
standards. The fabrication of these components is carried out in our manufacturing facility under stringent
quality control as per the detailed shop drawings. Pre-engineered buildings provide enhanced delivery and
erection, flexibility in expansion and can withstand extreme temperatures. We rely on advances in computer
aided design technology and manufacturing (including CAD/CAM, STAAD, ETABS) for designing and
engineering our pre-engineered buildings, such advances have contributed to the increasing penetration of pre-
engineered buildings. Design engineers have leveraged the on-going improvements in CAD/CAM technologies
to accurately design pre-engineered structures.
We manufacture the components of our pre-engineered buildings which consists of mainly three groups of
components viz: Primary members; Secondary framing members; and Sheeting (walls and roof cladding
systems). All the three components are dependent on one another, and all of them are designed to work together.
For example the purlins which gives support to the sheeting, is essential for the stability of the main frames, as
without them the frames will not have any lateral restraint.
(a) Primary Framing
Primary framing members mainly consist of the main frame structure items which are mostly tapered “H
sections” fabricated from plates. Flanges and webs of such built-up members will be joined by a continuous
automatic submerged arc welding process. The primary framing structure of a pre-engineered building is an
assembly of I-shaped members, often referred as I beams. In pre-engineered buildings, the I beams used are
usually formed by welding together steel plates to form the I section. The I beams are then field-assembled (e.g.
bolted connections) to form the entire frame of the pre-engineered building. Primary members are main
components of the building, which can be considered as skeleton of the building. The entire building depends on
the load bearing capacity of the primary members. Primary members are fabricated from high strength hot rolled
steel plates.
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(b) Secondary Framing
Secondary framing members are mostly the roof purlins and the wall girts. These are roll-formed “Z” or “C”
sections. Sheets used for cold forming are pre-galvanized with zinc coating of various specifications. Cold
formed Z and C-shaped members are also used as secondary structural elements to fasten and support the
external cladding. Secondary members used in a pre-engineered building include purlins, side runners, eave
struts, fascia channels, door posts, window posts, rafter stays and column stays base angles and other
miscellaneous structural parts. These are small parts and secondary skeleton that goes into a building. Purlins are
used on the roof; grits are used on the walls and eave struts are used at the intersection of the sidewall and the
roof. Secondary members have two functions: they act as support that help in resisting part of the longitudinal
loads that are applied on the building such as wind and earthquake loads, and they provide lateral bracing to the
compression flanges of the main frame members thereby increasing frame capacity.
(c) Cladding System or Sheeting
Cladding system consists of zinc-aluminium alloy coated steel sheets. These are roll-formed into corrugated
sheets of various sheeting profiles. These panels are available either with mill finish, or with pre-painted finish.
The roof sheet is profiled out of plain galvalume and can be a trapezoidal profile or a leak proof standing seam.
The wall sheet is usually in coloured galvalume and of trapezoidal profile. In addition to the steel sheets, wood,
tensioned fabric, precast concrete, masonry block, glass curtain-wall or other materials may be used for the
external cladding of the building.
Our Pre-engineered building construction enjoys certain advantages over conventional concrete or steel
construction such as:
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I. Design and Versatility: Large structures are easily designed, providing increased flexibility for plant
layout. Our efficient pre-engineered building design ensures light weight structures and lower steel
consumption. Moreover, buildings are easily expandable allowing future modular expansion.
II. Completion: Our customers, who are in the construction industry segments such as office buildings and
warehouses value faster delivery. Our PEBS structures have significantly shorter project execution
timelines than traditional construction. Also, conventional construction projects in India are
increasingly encountering issues related to lack of skilled construction labor and cost/time overruns.
III. Cost Savings: Pre-engineered buildings have lower lifetime costs compared to conventional construction,
owing to faster construction time and lower maintenance costs. A faster completion of a building can
have direct positive impact on the revenue in sectors such as manufacturing, commercial and retail.
Our Product Offerings
Our products find application in a variety of building constructions for commercial, industrial, retail, residential
or institutional requirements. Based on our existing technology and facilities, we offer the following pre-
engineered building products:
• Pre-engineered Buildings: These buildings are available in large multi-dimensional spans; lean to roof at all
required heights and side claddings. They feature a structural steel framework of primary and secondary
members (rigid frame, beams, purlins and grits, trusses and columns) on to which cladding and roofing
components are attached. As our core business product, pre-engineered buildings constitute majority of our
revenues from operation. The table below sets out the top 10 (by value) pre-engineered buildings erected by
us since our inception:
Product Nature of Building Location

Coal Storage Shed Building Kotputli, Rajasthan
Factory Building Khopoli, Maharashtra
Warehouse Building Nalgonda, Telangana
Warehouse Building Dahej, Gujarat
Pre-engineered Building Factory Building Odisha
Warehouse Building Bengaluru, Karnataka
Factory Building Bhongir, Telangana
Factory Building Bengaluru, Karnataka
Coal Storage Shed Building Vishakapatnam, Andhra Pradesh
Factory Building Perambalur, Tamil Nadu
Our pre-engineered-buildings are offered as ‘prime build’ and ‘value build’ products to our customers.
‘Prime build ’caters to the customers desiring premium features, while value build is a solution for those
who wish to have economy buildings. The specifications for the building elements and the services offered
for both of our prime build and value build products differ. In our prime build products, we offer the
Double-Lok® standing seam roofing with 10 years leak proof warranty, the purlins/girts/eave struts are pre-
galvanized with 275 gsm, the primary structures are shot-blasted to Swedish standard SA 2.5 with epoxy
primer and we also provide continuous supervision to the entire installation process. In our value build
products we offer standard trapezoidal roof sheeting, purlins/girts/eave struts are pre-galvanized with 120
gsm, primary structures are manually cleaned with alkyd primer and periodic supervision is done at the site
at the time of installation.
As of February 28, 2015, we had 147 ongoing projects across 16 states in India at various stages of
execution aggregating to a total order value of ` 3,700.67 million.
Custom designed steel Structures
Custom designed steel structures include Cold Form Buildings, Structural and High Rise Steel Buildings,
Solar Module Mounting Structures.
• Cold Form Buildings: Cold formed structures can be mass manufactured, with wide-ranging end-market
applications. These are small pre-engineered structures of 1 to 4 MT to be used mainly for small closed
cabins, houses, schools or enclosures for both residential and office use. The primary advantages of cold
formed structures are portability, modularity and ease of assembly.
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• Structural and High Rise Steel Buildings: Comprising of steel plants, cement plants, towers and high rise
buildings, structural steel buildings have complex design and detailing requirements and entails heavy
fabrication. We have existing in-house capabilities for design and manufacture of structural steel buildings.
The table below sets out the details of structural steel buildings erected by us since our inception:

High Rise Steel Building G+7 – Multi Storied Building Hyderabad, Telangana
High Rise Steel Building G+10 – Multi Storied Building Hyderabad, Telangana
• Solar Module Mounting Structures: We design, supply and erect structures which are used for mounting
solar modules. This product finds application in solar photo-voltaic plants, solar canal tops, solar roof tops,
solar thermal plants and solar car parks. The table below sets out the details of solar module mounting
structures erected by us since our inception:

Module Mounting Structure Supply for 10 MW Solar Power Project Rajasthan
Module Mounting Structure Supply for 6.6 MW Solar Power Project Bhongir, Telangana
• Design and Engineering Services: Our Company has an in-house design and engineering team comprising
of 103 technical personnel as of February 28, 2015, all of whom are trained and competent design and
detailing experts. Our Order Management Department (OMD) and Project Management Departments (PMD)
works in conjunction with our design and engineering team to deliver the most appropriate and customised
designs for manufacturing of our products for the customers. We have also entered into a design services
out-sourcing agreement with a US based entity engaged in business similar to ours, pursuant to which we
offer our design services to them by using their software for manufacturing of pre-engineered buildings for
their overseas customers.
Project Execution Process
All enquiries for our products from a potential customer whether verbal or written are recorded in an
enquiry/order input or order intake details. After receiving of the inquiry from the potential customer along with
sketches, our sales team reviews the requirements and seek for necessary clarification from the potential
customer, if required. Thereafter our sales team prepares the project information form and send it to our design
and engineering department for preliminary design and estimation. Upon preparation of the preliminary design,
our design and engineering department forwards the proposal sketch along with price advice sheet to our sales
team. The sales team then forwards the same to the PMD for installation pricing. Upon receipt of the installation
pricing the sales team prepare the quotation and submit the same to a potential customer for negotiations. Upon
conclusion of the price negotiation and finalising the customers’ requirements, the purchase order or the
acceptance letter is received from the customer for execution of the project.
After receiving of purchase order /acceptance letter of our proposal either by hard copy or email, our sales team
interacts with our OMD to review the purchase order /acceptance letter with our quotation. If all the conditions
are matching with our quotation then the job documents will be forward to OMD for further process.
On receipt of the complete set of documents from our sales team, OMD circulates the documents to all
departments. The job is entered as a firm order in our systems. This is done within one working day from receipt
of documents from the sales team. OMD calls for a project kick-off meeting with all internal departments within
48 hours of order circulation. The objective of conducting the kick-off is to bring all departments on the same
plane with respect to the project and to arrive at firm schedules for engineering, manufacturing and erection
teams. Critical items like special buy outs are identified and action plans for procurement are drawn for the
same. The outcome of the kick-off meeting is conveyed to the Customer in the form of a firm schedule.
Once the project schedule is established, OMD is responsible for tracking the process through the following
process:
 Approval Drawings – Our design and engineering department, after studying the job gives a schedule for
releasing approval drawings. When the drawings are released, OMD and the PMD meet the customers for
obtaining design approval. The approved drawings are then sent back to the design and engineering
department.
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 Detailing – Once the approved drawings are returned to design and engineering team, they start with the
preparation of detailed bill of material, fabrication shop sketches and erection drawings. OMD follows up
regularly to ensure that the schedule is adhered to.
 Manufacturing – Before shop sketches are released, OMD plans for manufacturing, if, the customer has
made necessary arrangements for meeting the agreed payment terms (opening of letter of credit /receipt of
payment). OMD follows up with operations department, which handles the complete manufacturing
activities of the secured Jobs, and shipping them to site. OMD also starts interacting on a daily basis with
PMD to check site readiness regarding anchor bolt casting, preparedness for receipt of material etc.
 Shipping – On completion of fabrication, OMD plans for start and close of shipments. Once shipments
are closed, intimation is given to the finance department for necessary invoicing.
The OMD is responsible for proper handling of all secured jobs, and routing them through the various relevant
departments within our Company, so as to deliver the project in the time span agreed with customer. OMD is
also responsible for coordination with the customer on all aspects of the project after an order is placed including
handling of claims, timely intimation to the customer. OMD acts as the necessary link between the customers
and various necessary departments within our Company. An indicative flow-chart depicting the roles and
responsibilities of the OMD is set out below:
Before Sales
Sales Offices Kick Off
Meeting
Design and
Engineering Design and
Department detailing
Customer
Project
PMD management
at the
customer’s site
OMD process
After Sales Operations Scheduling for
Department manufacturing
activities
Quality Testing of raw

Assurance materials and
Department final products
Finance Job Clearance,

Department Payments
The PMD is responsible for erection of the building on the customers’ site and hand over the building to the
customer. We sub-contract the installation of the structures to our approved building contractors. We have tied-
up with several experienced contractors across India. Our PMD is responsible for project management at the
customer’s site and ensures that the safety, the time of execution and the quality of the installation are meeting
our standards and the requirements of the customer. Our purchase order and our contracts which we execute with
our customers set out the entire set of activities that we are required to undertake for execution of a particular
project.
Manufacturing Process
Manufacturing process of our products involve manufacturing of the main components of the pre-engineered
buildings i.e. primary members, secondary framing members and sheeting (cladding systems) separately, which
are then assembled together to form the pre-engineered buildings at the customer’s site. The primary members
are manufactured on the beam line at our manufacturing facility. Beam line is referred to a series of machinery
that are lined together on the basis of the sequencing of the activities that are required to be performed on the raw
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material (hot rolled steel plates) to manufacture the primary members. Set out below is an indicative depiction of
our beam line.
The beam line process comprises of two major activities: a) plates cutting; and b) welding apart from painting
and shot blasting. Plates cutting process involves cutting the hot rolled steel plates (raw materials) of various
thickness ranging from 3mm to 60mm into various sizes depending on the requirement of a particular project.
Our design and engineering department is responsible for providing the specifications and sizes of the plates to
the operations team for execution. Hot rolled steel plates are cut using the shearing machine if the thickness of
the steel plates ranges from 4 mm to 25 mm. Plasma and multi torch machines are also used for cutting plates.
Plasma machine can be used to cut steel plates up to a thickness of 15 mm and multi torch machine can be used
to cut steel plates up to a thickness of 30 mm. Punching machines are then used to punch holes to the cut steel
plates as per the requirements. The cutting and punching process prepares the I beam sections. The fitted I beam
sections are welded along the edge to form the primary H beams section. Welding is the most important activity
in the production life cycle and the entire capacity utilisation of our manufacturing plant depends on it. We use
the flange seaming machine and the pull through welder for uniform welding at higher speed.
The I beams and the H beams are finished to remove the excess welding and then the shot blasting is used in
order to improve surface finish and remove contaminants before the coating process. Primer is applied on the
steel parts to prevent corrosion through rusting before applying paint to the steel beams. We undertake quality
control checks at each of the aforesaid steps to ensure the quality of our pre-engineered buildings.
The secondary framing members and the sheeting (wall and roof cladding) manufactured at our manufacturing
facility uses the following process:
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The flange brasing roll former, the trapezoidal roll former and the standing seam roll former are used to roll form
sheeting profile at various angles and of various descriptions. The slitter machine is used to slit the sheets in the
desired specifications. The hemming machines are used to form the folding lock, followed by bending the plates
using the press brake. The power press is used to fabricate notches in sheets by using various tools and dies.
Once the primary members, the secondary framing members and the sheeting elements are manufactured, they
are dispatched to the customers’ site for erection after conducting the quality checks.
Our Facilities
Manufacturing Facility–Our manufacturing facility is located at Anakapalli, Chandapur Village, Sadashivpet

Mandal, Medak District in the State of Telangana on the Hyderabad-Mumbai National Highway (NH-9) on a
plot of land admeasuring 35 acres and 271/2 guntas. Our manufacturing facility is equipped with high-precision
machines to fabricate and supply quality-replete steel buildings and has a production capacity of 90,000 MT per
annum of steel buildings a year. Some of the important machines installed at our manufacturing facility includes:
 Double-Lok® standing seam mobile roll former from Bradbury, USA, under technological agreement with
MBCI, a division of NCI Group Inc., USA (NCI Group). Using this machine, the roofing will provide 10
years leak proof warranty by our Company;
 CNC 16 mm shear machine from YSD, China, with a capacity of 16 mm X 6.0 M. The machinery is used to
cut the straight webs and flanges upto 16 mm thick and also has a back support arrangement to achieve an
accuracy of +/- 1.5 mm;
 Pull-through welder machine from Primo, India. Custom built with Lincoln, USA, welding source to
produce high-slitiepeed welded beams at an output of 3 linear metres per minute;
 Roll formers from Ilkwang, South Korea.
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Our manufacturing facility also houses a testing lab for quality checks of our products at various stages of
manufacturing. Our manufacturing facility has also received a “Gold Rating” from the Indian Green Building
Council for our practices in green building technology.
Electricity arrangement: We have obtained the electricity connection for our manufacturing facility from
Telangana Southern Power Distribution Company Limited for a contracted maximum demand of 625 KVA. Our
consumer number for the electricity connection is MDK1221. We have also recently installed our captive solar
plant of 500 KW capacity to supplement for our power requirement at our manufacturing facility. In addition to
our regular electricity supply we have also made arrangements for electricity back-up by installing generator sets
of 750 KVA capacity. Pursuant to the incentives extended to us under the Industrial Investment Promotion
Policy 2005 – 2010 (“IIPP”), we receive a reimbursement of the electricity costs incurred by us at our
manufacturing facility at the rate of ` 0.75 per unit on a quarterly basis. This incentive is available to us for a
period of 5 years from date of commencement of the commercial commencement at our manufacturing facility.
We have applied for an extension of the period of incentives for a further period of 5 years.
Water arrangement: We extract water from bore wells to cater to the water requirements at our manufacturing
facility. The Office of the Gram Panchayat, Ankenapalli, Sadashivpet Mandal, Medak District vide its letter
dated August 20, 2008 has granted us the permission to dig bore-well for extracting water for the following
permitted usage: (i) for setting up industries; (ii) for drinking purposes and for the purpose of food facility; and
(iii) for the use of the industry and the employees. We are not allowed to sell water from the bore-well to
outsiders.
Design and Engineering facility – Our design and engineering facility is located at our registered and corporate
office at 9th floor, DHFLVC Silicon Towers, Kondapur, Hyderabad– 500034, Telangana, India as well as on 3rd
floor, DHFLVC Silicon Towers, Kondapur, Hyderabad– 500034, Telangana, India.
Our Machines and Software
We believe we have some of the latest equipment installed at our manufacturing facility for production of our
products. We have imported most of our machinery from overseas. Set out below is a list of our equipment /
machines with specification details.
S. Type Make / Year Specifications Capacity Ownership

No.
1. Gas Straight Cutting Machine EWAC Alloys 3.5M(w)x17M(L) Upto 200mm thick, First hand
Limited, India / 2009 idle speed: 12m owner
per/min
2. CNC-Plasma Cutting EWAC Alloys 3.5M(w)x17M(L) Upto 25mm thick, idle First hand
Machine and Plasma Cutting Limited, India / 2009 Profile Cutting speed: 12m per/min owner
table and fume exhaust
system
3. Automatic beam welding Primo Automation – Twin wire, saw Flange – thickness: First hand
Station with moving beam India / 2008 welder with Lincoln 5mm to 25mm; width owner
power source 150mm to 500mm,
1000Amps – 2 nos. length 2.4m to 13m,
along with web speed: upto 3m/minute
seamer and tack (idle speed)
ficture
4. Punching Machine GEKA – Spain/2008 110T – Puma semi Max 40 dia on 20mm First hand
praxy – 500 x thick plate owner
2000mm auto feeding
table, TD-500
5. Double-Lok® Standing Seam Bradbury, USA, Galvanized and pre Thickness with Min. First hand
Mobile Roll Former under technological painted coil with 345 Mpa and Max. owner
agreement with 0.53mm to 0.73mm 483 Mpa
MBCI, a division of nominal
NCI Group/ 2009
6. C, U & Z Purlin, Trapezoidal Ilkwang Metal As per profile, flying Thickness: 0.4mm to First hand
Roll Forming Machine Forming Company cutting system 0.65mm for 550Mpa owner
Limited – South material
Korea/ 2009
7. Crimp Curver Machine Ilkwang Metal Pressing capacity – 20 As per profile with First hand
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S. Type Make / Year Specifications Capacity Ownership
No.
Forming Company tonne, Min – start and 550mpa material, Min owner
Limited – South end point – 50mm radius – 250,
Korea / 2009 minimum length:
550mm
8. Shot blasting and dry filter Surface Preparation Wheel unit: 385 mm Maximum component First hand
paint fume extraction booth Solutions and dia x 65 mm wide; length: unlimited, owner
Technologies Private wheel motor: 8x11 kw maximum component
Limited, India / 2012 x 3000 rpm. height: 2000 mm,
maximum component
width: 1500 mm
In addition to our machinery, we have also licensed some of the latest and advanced software in computer aided
design technology and manufacturing, which are used by our design and engineering department to achieve the
design and detailing parameters based on our customer’s requirements. The software we have procured assist our
design and engineering department to accurately assess several technical indicators including the clear span
between bearing points, bay spacing, roof slope, live loads, dead loads, collateral loads, wind uplift, deflection
criteria, internal crane system and maximum practical size and weight of the fabricated members while designing
and detailing a pre-engineered building. The details of the software we have licensed for our design and
engineering department are set out in the table below:
S. No. Name License Period Purpose

1. Auto CAD 2015 Permanent Design of buildings
2. STAAD Pro Permanent Structural analysis and design
3. MBS Permanent Design costing and detailing
4. Stru CAD Permanent Steel detailing
5. 3D Max Permanent Visualization of designs in 3D
6. Tekla X-Steel Permanent Steel detailing
7. ETABS NL Permanent Structural analysis and design
of buildings
Capacity and Capacity Utilisation
Our manufacturing facility has an annual installed capacity to manufacture 90,000 MT of our products. Our
annual installed capacity was increased from 60,000 MT/annum to 90,000 MT/annum in 2013. The
manufacturing and shipment pattern of our products for the period from January 1, 2010 to November 30, 2014
is set out in the table below:
January 2010 FY 2010-11 FY 2011-12 FY 2012-13 FY 2013-14 April,

- March 2010 2014-
November,
2014
Production 5,492.00 20,947.00 31,079.31 32,419.72 35,300.00 26,715.14
(MT)
Sales (MT) 4807.00 20,459.00 32,611.97 34,900.00 42,534.26 28,874.28
Technical Know-How Arrangement
We have entered into a technical know-how license arrangement with NCI Group in March 2009 for
manufacturing, distribution, marketing and sale of NCI Group’s Double Lok® roof system along with all
accessories and components directly related thereto. Our license arrangement with NCI Group is on a non-
exclusive, non-transferable basis with no right to sub-license either the product or the mark. Pursuant to the
terms of the license we have also received the technical know-how material including the electronic copies of
engineering (including detail design), advertising or promotional material and other information used by NCI
Group in the manufacturing of and marketing of the Double Lok® roof system. NCI Group has also provided to
us the computer software packages, including software updates, that have been developed by NCI Group for use
in price estimation for the Double Lok® roof system and related components and accessories.
The term of our license arrangement is automatically renewed on a yearly basis, without any requirement of
serving any notice and our license rights can be used by us in the territory of South Asia (including but not
limited to India), Africa and the Middle East. In consideration of the license rights, we have paid a one-time up-
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front fee and a royalty payment on per linear foot for any and all Double Lok® roof system manufactured by us.
Pursuant to the terms of the license, NCI Group has also authorised Bradbury Company, Inc., which
manufactures the roll forming equipment and corresponding proprietary tooling used for production of the
proprietary tooling for us. We are not permitted to sell the roll forming equipment and corresponding proprietary
tooling to a non-licensee of NCI Group. Such equipment can be sold by us only to Bradbury or NCI Group at a
price solely determined by NCI Group.
NCI Group was founded in 1984 and reincorporated in the State of Delaware (USA) in 1991. NCI Group, Inc. is
one of North America’s largest integrated manufacturers and marketers of metal products for the non-residential
construction industry. NCI Group has more than 40 manufacturing facilities across the United States of America,
Mexico and China with its 2014 revenues being USD 1.37 billion. NCI Group provides metal coil coating
services for commercial and construction applications servicing both internal and external customers. NCI Group
designs, engineers and markets what they believe is one of the most comprehensive lines of metal components
and engineered building systems in the industry. As on November 2, 2014, NCI Group has issued 7,37,69,095
common stock of face value of USD 0.01 each.
NCI Group’s market share (in its relevant market) for its three business segments in FY 2014 are as follows:
Metal components – 14%

Metal coaters: Heavy Gauge Hot Rolled steel coating – 42% and Light Gauge Coil Coating – 13%
Metal engineered building systems – 24%
Raw Materials
The main raw materials required for our business is steel in various descriptions and thickness i.e. hot rolled
plates, galvanized steel coil sheets, sheeting coils, hot rolled sections, bought outs and other consumables. High
strength plates complying to the American and European standards are used for fabrication of primary members
like beams, columns and rafters. We source most of the high strength plates from various steel suppliers
including JSW Steel Limited, JSW Steel Coated Products Limited, Tata Steel Limited and Uttam Galva Steels
Limited with a lead time of 3 to 8 weeks. The cold rolled galvanised and the hot rolled black coils are used for
fabrication of purlins and girts, which we source from suppliers like Sujana Metal Products Limited. Sheeting
coils are used for profiling roof sheeting, wall cladding and for trims and flashings which we source from various
suppliers including Tata Bluescope Steel Limited. The paints we use on the surface of the steel beams are
sourced from Kansai Nerolac Paints Limited, Asian Paints PPG Private Limited and Berger Paints India Limited.
For the transportation of the raw materials from our suppliers’ factory to our manufacturing facility we usually
engage transporters, whom we empanel on an annual basis after undertaking a limited bid process. The price for
the entire period is fixed at the time of selection and any escalation to the price is only allowed when there is a
fluctuation in the price of diesel after a certain threshold. The payment is made on metric tonne per kilometer
basis. In case of any short or non-delivery due to the fault of the transporter, the cost of the product is to be
recovered from the transporter. Losses due to accident are underwritten by insurance.
In fiscal 2012, 2013, 2014 and the eight months period ended November, 2014 cost of materials consumed by us
were ` 1,549.00 million, ` 1,734.07 million, ` 2,213.76 million and ` 1,533.98 million, respectively.
Procurement Process
We procure our capital equipment, raw materials, spares/components and all other inputs required for our
business only from the vendors approved by us. We evaluate vendors for their facilities, technical capabilities
and reputation in the industry before finally approving them. We also send our technical teams to the vendor’s
premises for assessment. We evaluate our vendor’s performance at periodic intervals based on parameters such
as price, quality and delivery time. In case the vendors are found to be unsatisfactory, we either remove them
from our approved list or advise them to improve their performance depending on the nature of inadequacy.
Depending on the material to be procured, our purchase department after making the inventory enquiries
generates the purchase requisition for procurement of materials.
Materials for procurement are indented through our standard for purchase requisitions by our purchase
department through ERP and the same is approved by the approving authority within our Company in the ERP.
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Our purchase requisition contains details such as description of the item / products, specifications or the
drawings as the case may be, quantity with unit of measurement, delivery schedule and any other specific
instructions, if required.
Our purchase department receives the detailed quoted from our approved vendors. After receiving the quotes,
comparison of the quotes is prepared in respect of price, delivery schedules and suitability of the inputs. Based
on the merits of quotes our purchase department will put up the proposal for approvals to release purchase orders
depending on the value of purchases. For all orders above a threshold of ` 100,000, approval of our Managing
Director is required. In case any of the materials to be procured requires any advance payments or letter of
credits the same is arranged through our finance department.
Upon the receipt of the materials, the materials are verified for quantities and an inspection is done for quality
checks. In case of discrepancies the same is brought to the notice of the purchase department, who follow up
with the vendors till the rejected material is replaced free of cost, in case advance payments have been made.
In case the materials are to be imported, the same procedure is followed to get quotes from the sources and for
the placement of orders. Letters of credits are established wherever necessary and C&F agents are nominated by
our purchase department. When the materials are received at sea port / airport, our purchase department follows
up with the C&F agent for the assessment of bill of entry. The finance department is responsible for arranging
the payments and the materials are transported to our stores after clearance.
Contractual Arrangements
Our purchase orders with our customers for fabrication, supply and installation of pre-engineered buildings are
of standard form and usually contain the details such as the name and address of the client, delivery address,
product details, price, terms of payment, delivery schedule, erection schedule and the standard terms and
conditions. Some of our more established and reputed customers also execute long form agreements with us for
the execution of the project and in certain cases we are also required to furnish advance bank guarantees and
performance bank guarantees as a part of the terms of payment. For the details of the outstanding guarantees as
on November 30, 2014, see the section titled “Risk Factors” on Page 16.
We enter into transportation contracts for delivering our products to the customers’ site. We award annual
contract to the transporters whom we select after a limited bidding process. The contracts are issued to the
respective transporters with the terms and conditions such as payment terms, detention charges allowed,
penalties, diesel rate escalation among others.
Employees and Contract Labor
We believe that a motivated and empowered employee base is key to our operations and business strategy, and
have developed a large pool of skilled and experienced personnel. As of February 28, 2015, we had 404
permanent full time employees, of which a large number were qualified engineers. Our skilled technicians have
significant experience in Engineering and Design field. Our employee policies aim to recruit a talented and
qualified work force, facilitate their integration and encourage development of their skills in order to facilitate
the growth of our operations. We are also committed to an empowering environment that motivates and
facilitates growth and rewards contribution. Various welfare measures have also been implemented by our
employee association including provision of medical and health benefits to our employees and families, financial
assistance in case of permanent disabilities, deaths and other accidents, as well as general welfare of our
employees. As of February 28, 2015, our employees are divided into following departments:
Department Number of
Employees
Managing Director 1
Sales and Marketing 50
Order Management 10
Project Management 60
Design and Engineering 103
Operations 108
Purchase 5
Quality Assurance 21
Human Resource 17
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Department Number of
Employees
Finance 26
Information Technology 3
Total 404
We also engage a large number of contract labours depending on the requirements of more labour-intensive
projects particularly in our manufacturing facility. As of February 28 2015, we have employed around 687
contract labours at our manufacturing facility. The number of contract labourers vary from time to time based on
the nature and extent of work involved in our on-going projects. All contract labourers engaged at our facilities
are assured minimum wages that are fixed by the State Government.
The workmen of Company have formed a trade union in January 2014 under the name and style of ‘PEBS
Pennar Employees Union’ and the same is registered with Deputy Registrar of Trade Unions and Deputy
Commissioner of Labour, Medak District, Telangana. Our trade union is affiliated to Centre of India Trade
Unions.
Information Systems
Our resources, personnel, equipment and finances are efficiently and optimally utilized through the use of
management information systems and tools. We use various engineering software packages for design and
engineering applications related to our projects. We also use sophisticated software for project management,
document management, database and payroll. We have successfully implemented oracle ERP system which
enables us to maintain effective system controls and real time monitoring of our projects. These management
information system reports provide updates on progress of ongoing projects for the seamless flow of data and
enable us to achieve optimal planning and utilization of resources.
Clients and Markets
We have a strong customer profile and some of our major customers are Ultratech Cements, India Cements
Limited, Volvo India Private Limited, Maha Logistics Private Limited, Etco Denim Private Limited, Shyam
Indofab Private Limited, Welspun India Limited, Larson and Toubro Limited, Rudrapratap Indian Logistics
Private Limited, Holtec Asia Private Limited, Ferromatik and Calderys India Refactories Limited. Presently, we
have manufacturing facility only in the state of Telangana near Hyderabad. Our sales offices at Mumbai, New
Delhi, Ahmedabad, Pune, Bengaluru, Kolkata, Chennai, and Vishakhapatnam assists us in increasing
addressable markets in other geographies in India. We are presently examining the possibility of setting up
another manufacturing facility in the northern part of India to cater to our customers in these geographies. We
plan to leverage our market presence, our brand name and execution capabilities to attract new clients and obtain
new projects in different geographies. We may also in future enter into partnerships/ alliances with local partners
to understand and penetrate newer markets.
Competition
We operate in competitive markets. The principal factors affecting competition include: customer relationships;
technical excellence or differentiation; price; service delivery including the availability of qualified personnel
and skilled manpower, ability to deliver processes as required including local content and presence; service
quality; health, safety and environmental standards and practices; financial strength; breadth of technology and
technical sophistication and risk management awareness and processes. The level of competition also varies
depending on the size, nature and complexity of the project and the geographical region where the project is to
be implemented.
We compete against domestic companies operating in our industry. Some of our competitors have (i) greater
financial and other resources and better access to capital than we do, which may enable them to compete more
effectively for large scale project awards; and (ii) better geographical reach which gives them the ability to quote
competitively as the transportation costs are limited. However depending on various factors, including our prior
experience on such projects and the extent of our presence in the relevant geographical region, we are able to
leverage our local experience, established contacts with local clients, access to approved building contractors and
familiarity with local working conditions to provide more cost effective services than our competitors or offer a
better value proposition.
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Some of our major product wise competitors are
 Kirby Building Systems India Limited, Interarch Building Products Private Limited, Tata Blue Scope Steel
Limited and Everest Industries Limited for pre-engineered building systems;
 Eversendai Construction Private Limited and JSW Severfield Structures Limited for structural steel and high
rise structures; and
 Tata International Limited for solar module mounting structure.
Health, Safety and Environment
We are committed to following stringent health, safety and environmental policies and practices in our
manufacturing facility and during the assembly of our products at the customer’s site. We follow international
standards of quality to ensure best quality products and services at every stage of delivery. Our stringent quality
code is followed through a comprehensive plan complying with Metal Building Manufacturers Association
(MBMA), American Society for Testing and Materials (ASTM) and American Welding Society (AWS)
requirements at various stages of design and manufacturing of our products. We have also received the ISO
9001:2008 certification for quality management systems for design, manufacturing, supply and erection of our
products from TUV India. Our manufacturing facility has also received a “Gold Rating” from the Indian Green
Building Council for our practices in green building technology. We are also using Oracle ERP for our
operations, project management, and finance functions for effective management and coordination.
We believe that accidents and occupational health hazards can be prevented through systematic analysis and
control of risks and by providing appropriate training to our employees and contract labour. Our employees work
constantly and proactively towards eliminating or minimizing the impact of hazards to people and the
environment. We maintain an occupational health and safety manual that defines guiding principles and
standards for occupational health and safety performance. We have set up health and safety procedures at our
manufacturing facility with participation of all levels of employees. Appropriate safety equipment is provided to
all employees, contract labour and visitors to our manufacturing facility.
Risk Evaluation and Compliance
Since we are primarily into manufacturing business apart from the design and engineering services, our risk
identification and assessment practices revolve around manufacturing processes at our manufacturing facility.
We believe that of all the processes prevalent in our Company, the process of manufacturing our products is
exposed to risks the most and therefore requires the maximum focus. We have established quality control checks
at every stage of manufacturing a ready to transport product. We ensure that the quality of our supplies is in
accordance with the purchase order description, specifications, drawings and samples.
In terms of other processes, we follow a comprehensive risk identification and mitigation policy at the time of
soliciting a customer. Our sales team takes into consideration factors such as our existing capabilities, client
profile, place of work, ability to undertake the project based on the geological conditions, our existing
capabilities, and also the ability to execute the projects within the specified timelines.
Further several operational risks are identified and mitigation process is followed during the different stages of
execution of a project. These risks generally fall into categories such as contractual and commercial risks, design
and engineering risks, and subcontracting risks. All these risks are dealt with adequately through effective
management within our departments. In this process our OMD and PMD enables us to effectively identify such
risks on a timely basis and also initiate corrective actions for mitigation of such risks.
Insurance and Guarantees
Our operations are subject to hazards inherent in heavy manufacturing industry, such as risk of equipment
failure, work accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosion
including hazards that may cause injury and loss of life, severe damage to and destruction of property, equipment
and environmental damage. We may also be subject to claims resulting from defects arising from the pre-
engineered buildings provided by us within the warranty periods extended by us, which is for 24 months from
the date of erection.
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We have obtained standard fire and special perils policy covering buildings, plants and machinery, stocks and
furniture and burglary insurance policy for our registered office. We have obtained the directors’ and officers’
liability insurance for our Directors and officers with an overall coverage of ` 100,000,000 apart from with a
group medi-claim policy of ` 44,750,000 with a floater cover and group personal accident insurance policy of `
76,600,000 for our employees. For our materials and products in transit we have obtained the marine open inland
declaration policy. In relation to our design and engineering services, we have obtained the professional
indemnity insurance for a total sum insured of ` 120,000,000. For the machinery at our manufacturing facility
we have obtained a special contingency insurance policy to cover burglary, theft, fire and allied perils, accidental
damage cover, transit cover, larceny, house-breaking and robbery cover. In relation to our projects and
depending on the requirements of our customers we typically also obtain the contractors all risk policy. We are
typically required to provide advance and performance guarantees guaranteeing our performance obligations in
relation to a project. The amount of guarantee facilities available to us depends upon our financial condition and
availability of adequate security for the banks and financial institutions that provide us with such facilities.
Notwithstanding our insurance coverage, accidents at our project sites could nevertheless have a material adverse
effect on our business, financial condition and results of operations to the extent such occurrences disrupt normal
operations of our business or to the extent our insurance policies do not cover our economic loss resulting from
such damage. For further information, see the section titled “Risk Factors” on Page 16.
Intellectual Property
In January 2015, we have filed applications for the registration of (i) words “PEBS Pennar” under classes 6, 37
and 42; and (ii) PEBS Pennar logo under classes 6, 37 and 42.
We have also licensed the non-exclusive rights from NCI Group to use the brand name ‘Double Lok®’ for the
supply of standing seam roofing panel system in India and other Asian countries.
Corporate Social Responsibility
In order to ensure that our operations are conducted efficiently and in a sustainable manner, we are committed to
ensuring that the communities we operate in also benefit and develop together with us. Some of the CSR
initiatives being undertaken by us include education assistance to the villages in the vicinity of our
manufacturing facility, where we contribute infrastructure to the schools and other facilities like books, food and
school dresses to the students along with scholarships to meritorious students. We have also initiated tree
plantation drive in the schools in neighboring villages. We have also initiated building toilets in nearby schools
as part of our Prime Minister’s vision under Swachch Bharat Mission.
We endeavor to make a positive contribution to the under-privileged communities in the villages by providing
support to the children’s education, healthcare, sustainable livelihood, infrastructure development and drinking
water facilities. We intend to constantly participate in the development of the communities near our facilities and
contribute to social stability in the areas where we operate.
Property
We are headquartered in Hyderabad and have our sales offices at Mumbai, New Delhi, Ahmedabad, Pune,
Bengaluru, Kolkata, Chennai and Vishakhapatnam. Our registered office and sales offices are all on lease. Our
manufacturing facility at Sadashivpet in the State of Telangana which is spread over an area of 35 acres and 271/2
guntas of land is owned by us.
We have entered into sale deeds with our Promoter and third parties for purchase of land at which our
manufacturing facility is situated. Further, the land acquired by our Company vide these sale deeds is free from
all encumbrances. The details of all the properties acquired by us are set out in the table below:
S. No. Date of Agreement Parties Description of Property and Area Total Consideration
Paid (`)
1. Sale deed dated PIL (‘Vendor’) and our Ac. 06-11 guntas, situated at 24,66,577
December 6, 2008 Company (‘Vendee’) Ankenpally village, Sadashivpet
Mandal, Dist. Medak.
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S. No. Date of Agreement Parties Description of Property and Area Total Consideration
Paid (`)
2. Sale deed dated July PIL (‘Vendor’) and our Ac. 28-11 guntas, situated at 1,11,14,337
23, 2008 Company (‘Vendee’) Chandapur village and Ankenpally
village, Sadashivpet Mandal, Dist
Medak.
3. Sale deed dated Gandige Pradeep Kumar, Ac. 3-05 guntas, situated at 9,37,500
September 2, 2011 Gandige Pramod Kumar Ankenpally village, Sadashivpet
(‘Vendors’) and our Mandal, Dist Medak.
Company (‘Vendee’)
4. Sale deed dated April B. Veeramani, Gouramma Ac. 3-21 guntas situated at 14,10,000
15, 2011 alias Ram Eshwaramma Ankenpally village, Sadashivpet
(‘Vendor’) and our Mandal, Dist Medak.
5. Sale deed dated Ratanlal Agarwal, Vikas Ac. 3-20 guntas, situated at 24,99,000
November 14, 2013 Agarwal, Arun Agarwal, Ankenpally village, Sadashivpet
Mangla Agarwal Mandal, Dist Medak.
(‘Vendor’) and our
Note: Of the Ac. 44-28 guntas purchased by our Company, land admeasuring Ac. 9-0.50 guntas was sold to PIL for a
consideration of ` 3,879,232 and the remaining land is owned by our Company on which our manufacturing facility is
situated.
The details of the properties leased by us are set out in the table below:
S. No. Region/ State Location Address

1. Telangana Hyderabad 9th Floor, DHFLVC Silicon Towers, Kondapur, Hyderabad –
500084
2. Karnataka Bangalore No. G-1, Tulsi Manor, Ground Floor, No. 49/50, 80 Feet Road,
RT Nagar, Bangalore – 560032
3. Tamil Nadu Chennai* Ground Floor,Flat No.3, No.10, 50th Street, Ashok Nagar,
Chennai – 600083
4. Maharashtra Mumbai 507, Monarch Plaza, Plot No.56, Sector-11, CBD Belapur, Navi
Mumbai – 400614
D.No.39-33-84/1, Madhavdhara, VUDU Layout,
5. Andhra Pradesh Visakhapatnam
Visakhapatnam – 530048
1st Floor, Equatorials Forum Building, No.14, Wakdewadi,
6. Maharashtra Pune
Pune-Mumbai Highway, Pune – 411003
22, Ground Floor, Ravi Kiran Society, Behind Dharanidhar Jain
7. Gujarat Ahmedabad
Temple, New Vikas Gruh Road, Vasna, Ahmedabad-380007
Flat No.612, Ansal Chambers -II, 6, Bhikaji Cama Place, New
8. NCR New Delhi*
Delhi -110066
3rd Floor, No.1502, Salil Chowdary Surani, Plot No.8, DD-8,
9. West Bengal Kolkata Rajdanga Main Road, Opposite Kasba New Market, Kolkata –
700107
*
The agreements for our leased properties at New Delhi and Chennai have expired. For further details please
refer to section titled ‘Risk Factors’ on Page 16.
We have also entered into a sub-lease agreement for property admeasuring 3 acres 36¼ guntas, situated at
Ankenpally village and gram panchayat, Sadashivpet Mandal with our Promoter for our 0.50 MW solar power
project for a period of 25 years.
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REGULATIONS AND POLICIES
The following description is a summary of the relevant regulations and policies as prescribed by the
Government of India and other regulatory bodies that are applicable to our Company. The information detailed
below has been obtained from various legislations, including rules and regulations promulgated by regulatory
bodies, and the bye laws of the respective local authorities that are available in the public domain. The
regulations set out below may not be exhaustive and are merely intended to provide general information to the
investors and are neither designed nor intended to substitute for professional legal advice. For details of
government approvals obtained by us, please see the chapter“Government Approvals” beginning on Page
289.
Except as otherwise specified in this Draft Red Herring Prospectus, taxation statutes including the Income Tax
Act, 1961, Central Sales Tax Act, 1956, Central Excise Act, 1944, Service Tax under the Finance Act, 1994, and
applicable local sales tax statutes, and other miscellaneous regulations and statutes apply to us as they do to any
other Indian company. The statements below are based on the current provisions of Indian law, and the judicial
and administrative interpretations thereof, which are subject to change or modification by subsequent
legislative, regulatory, administrative or judicial decisions.
Environmental Laws
The Environment (Protection) Act, 1986
The Environment (Protection) Act, 1986, as amended (the “EPA”) is an umbrella legislation designed to provide
a framework for the Government to co-ordinate the activities of various central and state authorities established
under previous laws, such as the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and
Control of Pollution) Act, 1981, etc. The EPA vests with the Government of India the power to take any measure
it deems necessary or expedient for protecting and improving the quality of the environment, and preventing and
controlling environmental pollution. This includes rules for laying down the quality of environment, standards
for emission of discharge of environment pollutants from various sources as given under the Environment
(Protection) Rules, 1986, inspection of any premises, plant, equipment, machinery and examination of
manufacturing processes and materials likely to cause pollution.
The Water (Prevention and Control of Pollution) Act, 1974
The Water (Prevention and Control of Pollution) Act, 1974, as amended (the “Water Act”) aims to prevent and
control water pollution by factories and manufacturing units and to maintain and restore the quality and
wholesomeness of water. Under the Water Act, any person establishing any industry, operation or process, any
treatment or disposal system, use of any new or altered outlet for the discharge of sewage or new discharge of
sewage, must obtain the consent of the relevant state pollution control board, which is empowered to establish
standards and conditions that are required to be complied with.
The Water (Prevention and Control of Pollution) Cess Act, 1977
The Water (Prevention and Control of Pollution) Cess Act, 1977, as amended (the “Water Cess Act”) provides
for the levy and collection of a cess on water consumed by industries. Under this statute, every person carrying
on any industry is required to pay a cess calculated on the basis of the amount of water consumed for any of the
purposes specified under the Water Cess Act, at such rate not exceeding the rate specified under the Water Cess
Act. A rebate of up to 25% on the cess payable is available to persons who install any plant for the treatment of
sewage or trade effluent, provided that they consume water within the quantity prescribed for that category of
industries and also comply with the provision relating to restrictions on new outlets and discharges under the
Water Act or any standards laid down under the EPA.
The Air (Prevention and Control of Pollution) Act, 1981
The Air (Prevention and Control of Pollution) Act, 1981, as amended (the “Air Act”) provides for the
prevention, control and abatement of air pollution. Pursuant to the provisions of the Air Act, any person
establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the
relevant state pollution control board prior to establishing or operating such industrial plant. The state pollution
control board must decide on the application within a period of four months of receipt of such application. The
consent may contain certain conditions relating to specifications of pollution control equipment to be installed at
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the facilities. No person operating any industrial plant in any air pollution control area is permitted to discharge
the emission of any air pollutant in excess of the standards laid down by the state pollution control board.
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008, as amended (the
“Hazardous Wastes Rules”) aim to regulate the proper collection, reception, treatment, storage and disposal of
hazardous waste. The Hazardous Wastes Rules impose an obligation on every occupier and operator of a facility
generating hazardous waste to dispose of such waste without adverse effect on the environment, including
through the proper collection, treatment, storage and disposal of such waste. Every occupier and operator of a
facility generating hazardous waste must obtain an approval from the relevant pollution control board. The
occupier, the transporter and the operator are liable for damages caused to the environment resulting from
improper handling and disposal of hazardous waste. The operator and the occupier of a facility are liable for any
fine that may be levied by the relevant state pollution control board.
The Noise Pollution (Regulation and Control) Rules, 2000
The Noise Pollution (Regulation & Control) Rules, 2000 (the “Noise Regulation Rules”) regulate noise levels in
industrial, commercial, residential and silence zones. The Noise Regulation Rules also establish zones of silence
of not less than 100 meters near schools, courts, hospitals, etc.
Environmental Impact Assessment Notification, 2006
The Environmental Impact Assessment Notification S.O. 1533 dated September 14, 2006 (“2006 Notification”)
superseded the Environment Impact Assessment Notification, 1994. Under the 2006 Notification, the
environmental clearance process for new projects consists of four stages – screening, scoping, public
consultation and appraisal. After completion of public consultation, the applicant may be required to make
appropriate changes in the draft environment impact assessment report and the environment management plan.
The final environment impact assessment report has to be submitted to the concerned Expert Appraisal
Committee (“EAC”) for appraisal. EAC is required to give its decision within 105 days of the receipt of the final
Environment Impact Assessment Report.
The Public Liability Insurance Act, 1991
The Public Liability Insurance Act, 1991, as amended (the “PLI Act”) imposes liability on the owner or
controller of hazardous substances for any damage arising out of an accident involving such hazardous
substances. A list of hazardous substances covered by the legislation has been enumerated by the government by
way of a notification. The owner or handler is also required to take out an insurance policy insuring against
liability under the legislation. The rules made under the PLI Act mandate that the employer has to contribute
towards the Environmental Relief Fund a sum equal to the premium paid on the insurance policies. The amount
is payable to the insurer.
Labour Related Regulations
As part of its business, our Company is required to comply with certain laws in relation to the employment of
labour. Brief descriptions of certain labour legislations which are applicable to our Company are set forth below:
The Factories Act, 1948
The Factories Act, 1948, as amended (the “Factories Act”) seeks to regulate the employment of workers in
factories and makes provisions for the health, safety and welfare of the workers while at work in the factory
including requiring adequate maintenance of plant, systems and other places of work, and provision of adequate
training and supervision. The Factories Act defines a ‘factory’ to be any premises which employs 10 or more
workers on any day of the preceding 12 months and in which a manufacturing process is carried on with the aid
of power, or a premises where there are at least 20 workers who are engaged in a manufacturing process without
the aid of power. Each State Government has set out rules in respect of the prior submission of plans, their
approval for the registration of the establishment, and licensing of factories.
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The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, as amended (the “EPF Act”) applies
to factories employing 20 or more employees and such other establishments and industrial undertakings as
notified by the Government of India from time to time. The EPF Act requires all such establishments to be
registered with the Regional Provident Fund Commissioner and requires the employers and their employees to
contribute in equal proportion to the employees’ provident fund, the prescribed percentage of basic wages and
dearness and other allowances payable to employees. The EPF Act also requires the employer to maintain
registers and submit a monthly return to the State Provident Fund Commissioner.
The Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA Act”) requires companies
employing 20 or more contract labourers to be registered as a principal employer and prescribes certain
obligations with respect to welfare and health of contract labourers. Under the CLRA Act, both the principal
employer and the contractor are to be registered with the registering officer. The CLRA Act imposes certain
obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing
facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide
these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time
period.
The Employees’ State Insurance Act, 1948
The Employees’ State Insurance Act, 1948, as amended (the “ESI Act”) provides for certain benefits to
employees in case of sickness, maternity and employment injury. All employees in establishments covered by
the ESI Act are required to be insured, with an obligation imposed on the employer to make certain contributions
in relation thereto. In addition, the employer is also required to register itself under the ESI Act and maintain
prescribed records and registers. Every employee (including casual and temporary employees), whether
employed directly or through a contractor, who is in receipt of wages up to ₹ 15,000 per month is entitled to be
insured under the ESI Act.
The Industrial Employment (Standing Orders) Act, 1946
The Industrial Employment (Standing Orders) Act, 1946 as amended (the “Standing Orders Act”) is applicable
to industrial establishments, where 100 or more workmen are employed, or were employed on any day of the
preceding 12 months. The Standing Orders Act seeks to define the conditions of employment of workmen
employed and to make them known to such workmen. The employers in such establishments are required to
frame draft standing orders and thereafter obtain necessary certification for such orders. The certified standing
orders are required to be posted by the employer in English and in the language understood by the majority of his
workmen on boards to be maintained for this purpose, at or near the entrance through which the majority of
workmen enter the industrial establishment and in all departments where the workmen are employed.
The Payment of Bonus Act, 1965
The Payment of Bonus Act, 1965, as amended (the “PoB Act”) provides for payment of minimum bonus to
factory employees and every other establishment in which 20 or more persons are employed and requires
maintenance of certain books and registers and filing of monthly returns showing computation of allocable
surplus, set on and set off of allocable surplus and bonus due. The minimum bonus to be paid to each employee
is 8.33% of the annual salary or wage or ₹100, whichever is higher.
The Payment of Gratuity Act, 1972
The Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”) establishes a scheme for the payment of
gratuity to employees engaged in every factory, mine, oil field, plantation, port and railway company, every shop
or establishment, in which 10 or more persons are employed or were employed on any day of the preceding 12
months and in such other establishments in which 10 or more employees are employed or were employed on any
day of the preceding 12 months, as notified by the central government from time to time.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be
eligible for gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or
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disease. However, the entitlement to gratuity in the event of death or disablement will not be contingent upon an
employee having completed five years of continuous service. The maximum amount of gratuity payable may not
exceed ₹ 1,000,000.
The Minimum Wages Act, 1948
The Minimum Wages Act, 1948, as amended (the “MWA”) provides a framework for State Governments to
stipulate the minimum wage applicable to a particular industry. The minimum wage may consist of a basic rate
of wages and a special allowance, or a basic rate of wages and the cash value of concessions in respect of
supplies of essential commodities, or an all inclusive rate allowing for the basic rate, the cost of living allowance
and the cash value of the concessions, if any. Workmen are to be paid for overtime at overtime rates stipulated
by the appropriate government.
The Payment of Wages Act, 1936
The Payment of Wages Act, 1936, as amended (the “Payment of Wages Act”) is applicable to factories and
industrial or other establishments where the monthly wages payable are less than ₹ 6,500. The Payment of
Wages Act inter alia seeks to regulate the payment of wages in terms of the duration of employment (work
hours, overtime wages, and holidays), quantum of wages including overtime wages, deductions from wages, of
certain classes of employed persons. The Payment of Wages Act also regulates minimum wages to be fixed by
the appropriate governments for the employees, bonus entitlements, disbursements of wages by the employers
within the stipulated time frame without unauthorised deductions, etc.
The Trade Unions Act, 1926
The Trade Unions Act, 1926, as amended (the “Trade Unions Act”) provides for registration of trade unions
(including association of employers) with a view to render lawful organization of labour to enable collective
bargaining. The Trade Unions Act also confers certain protection and privileges on a registered trade union. It
applies to all kinds of unions of workers and associations of employers which aim at regularizing labour
management relations. Pursuant to the Trade Unions (Amendment) Act, 2001, no trade union shall be registered
unless 10% or 100 workers, whichever is less and subject to a minimum of seven workmen engaged or employed
in the establishment or industry with which it is connected, are the members of such trade union on the date of
making of application for registration. The trade union so formed has the right to act for the individual and/or for
the collective benefit of workers at different levels.
The Employees’ Compensation Act, 1923
The Employee’s Compensation Act, 1923, as amended provides that if personal injury is caused to a workman
by accident during employment, his employer would be liable to pay him compensation. However, no
compensation is required to be paid if the injury did not disable the workman for more than three days or the
workman was at the time of injury under the influence of drugs or alcohol, or the workman wilfully disobeyed
safety rules. Where death results from the injury, the workman is liable to be paid the higher of 50% of the
monthly wages multiplied by the prescribed relevant factor (which bears an inverse ratio to the age of the
affected workman, the maximum of which is 228.54 for a worker aged 16 years) or ₹50,000. Where permanent
total disablement results from injury, the workman is to be paid the higher of 60% of the monthly wages
multiplied by the prescribed relevant factor or ₹60,000. The maximum wage which is considered for the
purposes of reckoning the compensation is ₹4,000.
The Industrial Disputes Act, 1947
The Industrial Disputes Act, 1947 (the “ID Act”), as amended provides the procedure for investigation and
settlement of industrial disputes. When a dispute exists or is apprehended, the appropriate Government may refer
the dispute to a labour court, tribunal or arbitrator, to prevent the occurrence or continuance of the dispute, or a
strike or lock-out while a proceeding is pending. The labour courts and tribunals may grant appropriate relief
including ordering modification of contracts of employment or reinstatement of workmen.
Buildings and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996
The Buildings and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996 (the “Construction Workers Act”), provides for regulation of employment and conditions of service of
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building and other construction workers including safety, health and welfare measures in every establishment
which employs or employed during the preceding year, 10 or more workers. However, it does not apply in
respect of residential houses constructed for one’s own purpose at a cost of less than ₹1,000,000 and in respect
of other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply. Every
establishment to which the Construction Workers Act applies must be registered within a period of 60 days from
the commencement of work.
Further, every employer must give notice of commencement of building or other construction work 30 days in
advance. Comprehensive health and safety measures for construction workers have been provided through the
Building and Other Construction Workers (Regulation of Service and Conditions of Service) Central Rules,
1998.
This Construction Workers Act provides for constitution of safety committees in every establishment employing
500 or more workers with equal representation from workers and employers in addition to appointment of safety
officers qualified in the field. Any violation of the provisions for safety measures is punishable with
imprisonment for three months or a fine of a maximum of ₹2,000 or both. Continuing contraventions attract an
additional fine of ₹100 per day. It also provides for penalties for failure to give notice of commencement of
building or other construction work and obstruction of inspection, enquiry, etc.
Buildings and Other Construction Workers’ Welfare Cess Act, 1996 (“BOCW Cess Act”)
The Buildings and Other Construction Workers’ Welfare Cess Act, 1996 (the “BOCW Cess Act”), as amended,
provides for the levy and collection of a cess on the cost of construction incurred by employers with a view to
augmenting the resources of the Building and Other Construction Workers' Welfare Boards constituted under the
BOCW Cess Act. Currently, 1% of the construction cost incurred by the employer is required to be deposited by
the employer as welfare cess under the BOCW Cess Act.
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 (the
“Migrant Workmen Act”) is applicable to an establishment, which employs five or more Inter-State migrant
workmen through an intermediary (who has recruited workmen from one State for employment in an
establishment situated in another State). The Inter-State migrant workmen, in an establishment to which the
Migrant Workmen Act becomes applicable, are required to be provided with certain facilities such as housing,
medical aid, travel expenses etc.
Maternity Benefits Act, 1961
The Maternity Benefit Act, 1961, as amended (the “Maternity Benefit Act”) provides that a woman who has
worked for at least 80 days in the 12 months preceding her expected date of delivery, is eligible for maternity
benefits. Under the Maternity Benefit Act, a woman working in a factory may take leave for six weeks
immediately preceding her scheduled date of delivery and for this period of absence she must be paid maternity
benefit at the rate of the average daily wage. The maximum period during which a woman shall be paid
maternity benefit is 12 weeks. Women entitled to maternity benefit are also entitled to a medical bonus of ₹
2,500, if no pre-natal and post-natal care has been provided free of charge by the employer.
Child Labour (Prohibition and Abolition) Act, 1986
The Child Labour (Prohibition and Abolition) Act, 1986 (the “Child Labour Act”) prohibits employment of
children below 14 years of age in certain occupations and processes and provides for regulation of employment
of children in all other occupations and processes. Under the Child Labour Act the employment of child labour
in the building and construction industry is prohibited.
Equal Remuneration Act, 1976
The Equal Remuneration Act, 1976 (“ER Act”) aims to provide for the payment of equal remuneration to men
and women workers and for the prevention of discrimination, on the ground of sex, against women in the matter
of employment and for matters connected therewith or incidental thereto. According to the ER Act, no employer
shall pay to any worker, employed by him/ her in an establishment, a remuneration (whether payable in cash or
in kind) at rates less favourable than those at which remuneration is paid by him/ her to the workers of the
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opposite sex in such establishment for performing the same work or work of a similar nature. Also, no employer
shall, for the purpose of complying with the foregoing provisions of the ER Act, reduce the rate of remuneration
of any worker. No employer shall, while making recruitment for the same work or work of a similar nature, or in
any condition of service subsequent to recruitment such as promotions, training or transfer, make any
discrimination against women except where the employment of women in such work is prohibited or restricted
by or under any law for the time being in force.
It also provides that every employer shall maintain such registers and other documents in relation to the workers
employed by him/ her in the prescribed manner. If any employer (i) makes any recruitment in contravention of
the provisions of this Act; or (ii) makes any payment of remuneration at unequal rates to men and women
workers for the same work or work of a similar nature; or (iii) makes any discrimination between men and
women workers in contravention of the provisions of this Act; or (iv) omits or fails to carry out any direction
made by the appropriate Government, then in case of contravention of the provisions of the ER Act, such
employer shall be punishable with fine, which shall not be less than ₹10,000, but which may extend to ₹20,000
or with imprisonment for a term, which shall not be less than three months, but which may extend to one year, or
both, for the first offence and imprisonment which may extend to two years for the second and subsequent
offences. Where an offence under the ER Act has been committed by a company, every person who at the time
the offence was committed, was in charge of, and was responsible to the company for the conduct of the business
of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be
proceeded against and punished accordingly.
Apprentices Act, 1961
The Apprentices Act, 1961 was enacted to regulate and control the programme of training of apprentices and for
matters connected therewith. The term ‘apprentice’ means “a person who is undergoing apprenticeship training
in pursuance of a contract of apprenticeship". While, ‘apprenticeship training’ means “a course of training in any
industry or establishment undergone in pursuance of a contract of apprenticeship and under prescribed terms and
conditions which may be different for different categories of apprentices”.
This Act makes it obligatory on part of the employers both in public and private sector establishments having
requisite training infrastructure as laid down in the Act, to engage apprentices in 254 groups of
companies covered under this Act. The provisions of this Act shall not apply to (i) any area or to any industry in
any area unless the Central Government by notification in the Official Gazette specifies that area or industry as
an area or industry to which the said provisions shall apply with effect from such date as may be mentioned in
the notification; and (ii) any such special apprenticeship scheme for imparting training to apprentices as may be
notified by the Central Government in the Official Gazette.
Fiscal Regulations
Foreign Investment Regulations
The new industrial policy was formulated in 1991 to implement the Government’s liberalisation programme, and
consequent industrial policy reforms relaxed the industrial licensing requirements and restrictions on foreign
investment.
Foreign investment in India is governed primarily by the provisions of the Foreign Exchange Management Act,
1999 as amended (the “FEMA”) and the rules, regulations and notifications there under, read with the presently
applicable Consolidated FDI Policy (effective from April 17, 2014) as issued by the Department of Industrial
Policy and Promotion.
The RBI, in exercise of its powers under the FEMA, has notified the Foreign Exchange Management (Transfer
or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, to regulate the transfer
to/by and issue of security, to a person resident outside India.
At present, investments in manufacturing companies, except the companies manufacturing items reserved for
production in micro and small enterprises and companies in defence sector, fall under the RBI automatic
approval route for foreign direct investment up to 100%.
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Foreign Trade (Development and Regulation) Act, 1992
The Foreign Trade (Development and Regulation) Act, 1992, as amended (the “FTA”) seeks to increase foreign
trade by regulating imports and exports to and from India. The FTA read with the Indian Foreign Trade Policy
provides that no exports or imports can be made by a person or company without having obtained an importer
exporter code number unless such person or company is specifically exempt. An application for an importer
exporter code number has to be made to the Office of the Joint Director General of Foreign Trade, Ministry of
Commerce. An importer-exporter code number allotted to an applicant is valid for all its branches, divisions,
units and factories.
Foreign Trade Policy
Under the Foreign Trade Policy, the Central Government is empowered to periodically formulate the Export-
Import Policy (the “EXIM Policy”) and amend it thereafter whenever it deems fit. All exports and imports have
to be in compliance with such EXIM Policy. The EXIM Policy provides for certain schemes for the promotion of
export of finished goods and import of inputs.
The Duty Exemption Scheme enables duty free import of inputs required for export production. The Duty
Exemption Schemes consist of:
(i) Advance Authorisation; and

(ii) Duty Free Import Authorisation.
The Duty Remission Scheme enables post-export replenishment/remission of duty on inputs used in export
product. The Duty Remission Scheme consists of:
(i) Duty Entitlement Passbook Scheme (discontinued for exports made on or after October 1, 2011); and
(ii) Duty Drawback Scheme.
The Special Economic Zones Act, 2005 and Special Economic Zone Rules, 2006
Special Economic Zones (“SEZs”) are established, regulated and governed by the Special Economic Zones Act,
2005, as amended (the “SEZ Act”). The SEZ Act was enacted for the establishment, development and
management of SEZs for promotion of exports. An SEZ is a specifically delineated duty free enclave, deemed to
be a foreign territory for the purposes of trade as well as duties and tariffs. A board of approval (“SEZ Board”)
has been set up under the SEZ Act, which is responsible for promoting SEZs and ensuring their orderly
development. The SEZ Board has a number of powers including the authority to approve proposals for the
establishment of SEZs, the operations to be carried out in the SEZ by the developer, foreign collaborations and
foreign direct investments.
The Special Economic Zone Rules, 2006 (the “SEZ Rules”) have been enacted to effectively implement the
provisions of the SEZ Act. The SEZ Rules provide a simplified procedure for a single window clearance from
central and state governments for setting up SEZs and ‘units’ in SEZs. The SEZ Rules also prescribe the
procedure for the operation and maintenance of an SEZ, the setting up of a SEZ and conducting business within
SEZs, with an emphasis on ‘self-certification’. The SEZ Rules also provide for the terms and conditions subject
to which entrepreneurs and developers shall be entitled to exemptions, drawbacks and concessions, etc. The SEZ
Rules stipulate the minimum area requirement for various categories of SEZs.
Customs Regulations
All imports in the country are subject to duties under the Customs Act, 1962 at rates specified under the Customs
Tariff Act, 1975. However, the Central Government has the power to exempt certain specified goods from excise
duty, by notification. The current customs duty on iron and steel is 10%.
Laws Relating to Intellectual Property
The Trade Marks Act, 1999
The Trade Marks Act, 1999, as amended (the “Trade Marks Act”) governs the law pertaining to trade marks in
India. A trade mark is essentially any mark capable of being represented graphically and distinguishing goods or
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services of one person from those of others and includes a device, brand, heading, label, ticket, name, signature,
word, letter, numeral, shape of goods, packaging or combination of colours or combination thereof. In India,
trademarks enjoy protection under both statutory and common law. The Trade Marks Act permits the registration
of trade marks for goods and services. Certification trademarks and collective marks can also be registered under
the Trade Marks Act. The Registrar of Trade Marks is the authority responsible for registration of trademarks,
settling opposition proceedings and rectification of the register of trade marks. Once a trade mark is registered, it
is valid in India only, for a period of 10 years and can be renewed from time to time in perpetuity. The
registration of a trade mark grants the owner a right to exclusively use the trade mark as a mark of goods and
services and prevents the fraudulent use of deceptively similar marks by any third party.
Miscellaneous Regulations
Shops and Establishments Legislations
The provisions of various shops and establishments legislations, applicable in the states in which the
establishments are set up, regulate the work and employment of the workers employed in shops and
establishments, including commercial establishments, and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of shops and establishments, and other rights and
obligations of the employers and employees.
The Industries (Development and Regulation) Act, 1951
The Industries (Development and Regulation) Act, 1951, as amended (the “I (D&R) Act”) has been liberalized
under the New Industrial Policy dated July 24, 1991, and all industrial undertakings are exempt from licensing
except for certain industries such as distillation and brewing of alcoholic drinks, cigars and cigarettes of tobacco
and manufactured tobacco substitutes, all types of electronic aerospace and defence equipment, industrial
explosives including detonating fuses, safety fuses, gun powder, nitrocellulose and matches and hazardous
chemicals and those reserved for the small scale sector.
An industrial undertaking which is exempt from licensing is required to file an Industrial Entrepreneurs
Memorandum (“IEM”) with the Secretariat for Industrial Assistance, Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry, Government of India, and no further approvals are required
under the I (D&R) Act.
Approvals from Local Authorities
Setting up of a factory or manufacturing/housing unit entails the requisite planning approvals to be obtained
from the relevant local panchayat(s) outside the city limits and appropriate metropolitan development authority
within the city limits. Consents from the state pollution control board(s) and the relevant state electricity
board(s), among others, are required to be obtained before commencing the building of a factory or starting
manufacturing operations.
The Competition Act, 2002
The Competition Act, 2002 (the “Competition Act”) as amended, prohibits anti-competitive agreements, abuse
of dominant positions by enterprises and regulates “combinations” in India. The Competition Act also
established the Competition Commission of India (the “CCI”) as the authority mandated to implement the
Competition Act. The provisions of the Competition Act, relating to combinations were notified recently on
March 4, 2011 and have come into effect on June 1, 2011. Combinations which are likely to cause an
appreciable adverse effect on competition in a relevant market in India are void under the Competition Act. A
combination is defined under Section 5 of the Competition Act as an acquisition, merger or amalgamation of
enterprise(s) that meets certain asset or turnover thresholds. There are also different thresholds for those
categorized as ‘Individuals’ and ‘Group’. The CCI may enquire into all combinations, even if taking place
outside India, or between parties outside India, if such combination is likely to have an appreciable adverse
effect on competition in India. Effective June 1, 2011, all combinations have to be notified to the CCI within 30
days of the execution of any agreement or other document for any acquisition of assets, shares, voting rights or
control of an enterprise under Section 5(a) and (b) of the Competition Act (including any binding document
conveying an agreement or decision to acquire control, shares, voting rights or assets of an enterprise); or the
Board of Directors of a company (or an equivalent authority in case of other entities) approving a proposal for a
merger or amalgamation under Section 5(c) of the Competition Act. The obligation to notify a combination to
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the CCI falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a
merger or amalgamation.
Other Laws
In addition to the above, our Company is also required to comply with the provisions of the Companies Act, and
other applicable statutes imposed by the Centre or the State for its day-to-day operations.
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HISTORY AND CORPORATE STRUCTURE
Our History
Our Company was incorporated as ‘Pennar Engineered Building Systems Limited’, a public limited company
under the Companies Act, 1956, on January 17, 2008. It received the certificate of commencement of business
on February19, 2008.
Change in Registered Office
The registered office of our Company was originally located at 305, Saptagiri Towers, Begumpet, Hyderabad
500 016, Telangana (erstwhile Andhra Pradesh), India. Pursuant to a resolution of our Board of Directors dated
March 24, 2009, the registered office of our Company was shifted to 9th Floor, DHFLVC Silicon Towers,
Kondapur, Hyderabad 500 084, Telangana (erstwhile Andhra Pradesh), India to enable greater operational
efficiency.
Shareholders
The total number of shareholders of our Company as on the date of filing this Draft Red Herring Prospectus is
18.
Key Events, Milestones and Achievements
Year Key events, milestones and achievements

2008 Incorporation and commencement of business of our Company
2009 Entered into Double Lok® technical know-how agreement with NCI Group, Inc.
2010 Commenced commercial production of our Company with a capacity of 30,000 MT
Received “Gold Rating” from the Indian Green Building Council for achieving the green building
standards as per IGBC Green Factory Building Rating Technology
2011 Manufacturing capacity expanded from 30,000 MT to 60,000 MT
2013 Investment by Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund in the form of
subscription and purchase of equity and CCPS.
Manufacturing capacity expanded from 60,000 MT to 90,000MT
Entered into an agreement for commencement of engineering services
2014 Commissioning of 0.5 MW solar power generation facility at Sadashivpet
Awards and Accreditations
1. Awards
Year Awards
2015 Best pre-engineered building for Ultratech Cement Factory, Kotputli, Rajasthan – CIDC Vishwakarma
Award
Commemorative medal for best professionally managed company (turnover ` 100-500 crores) – CIDC
Vishwakarma Awards
Manufacturing Company of the Year 2015 - VC Circle Awards
2014 Excellence in corporate governance – Business Today - Emerging Companies Excellence Awards
Certificate of commendation for a cold storage shed at Kotputli, Rajasthan- INSDAG National Award for
Professionals on Structural Steel Design and Construction : 2012-13
IEI Industry Excellence Award 2014
2013 Infrastructure company of the year - Construction Week India Awards, 2013 (Runner up)
PEB Contractor of the year - Construction Week India Awards, 2013
Scroll of Honour for overall business excellence and industry practices – IEI Industry Excellence Awards,
2013
2. Accreditations
Year Certifying authority Accreditation Certificate Validity

number
2011 FM Approvals Certificate of compliance for double-lok 3036416 -
standing, seam roof systems as class 1 panel
roofs
155
Year Certifying authority Accreditation Certificate Validity
number
2010 TUV India Private Limited ISO 9001:2008 (Design, manufacture, supply QM 06 09151 December 21,
and erection of pre-engineered building systems) 2016
2010 India Green Building Achievement of green building standards for - -
Council (IGBC) IGBC green factory building gold
Main Objects
Our main objects enable us to carry on our current business and also the business proposed to be carried on by
us. The main objects of our Company as contained in our Memorandum of Association are as follows:
1. To carry on the business of selling buildings systems including preengineered buildings, pre-fabricated
structures, pre-stressed concrete assemblies and structures, high rise metal buildings, framing systems,
heavy steel and metal structures for use as warehouses, commercial buildings, factories, aircraft hangers,
sports facilities, insulated cold chains and including sub assemblies such as wall systems, roofing
assemblies, solar panel systems and building facades.
2. To carry on the business of selling components and building materials such as roof panels, wall panels,
polyurethane foam filled panels, mineral wool insulated panels, ‘standing seam’ roofing solutions,
gutters, downspouts, secondary framing components (z-purlins, c-purlins and girts), primary framing
members and systems and various accessories including fasteners, trims, walk doors, roll up doors,
windows, louvers, skylights, ridge ventilators, roof jacks, roof curbs and sealers.
3. To carry on the business of providing supervisory, consulting and contract services for building erection,
civil works, foundations, concrete works, finishing, electrical, mechanical, lighting solutions, heating,
ventilation, air conditioning and ducting.
4. To carry on the business of providing engineering services including the generation of initial building
designs, detailed Computer Aided Design (CAD), structural detailing, 3d modelling, shop drawings,
erection drawings bill of materials, elevations, architectural designs and other Information Technology
(IT) enabled services. Our Company will also utilize and develop software for engineering design and
detailing, 3d modelling and price estimation.
5. To carry on the business of trading and marketing by the purchase or sale of components, systems,
building components, coloured sheets, insulated panels, software licenses, drawings and designs from an
overseas source or nationally for use in the manufacture of the above products or for the purpose of sale
to customers.
Amendments to Memorandum of Association
Set out below are the amendments to our Memorandum of Association since the incorporation of our Company.
Date of Shareholders’ Nature of amendment

resolution
May 26, 2008 Increase in authorised share capital of our Company of ` 2.50 million comprising 250,000
Equity Shares to ` 50.00 million comprising 5,000,000 Equity Shares.
March 28, 2009 Increase in authorised share capital of our Company of ` 50.00 million divided comprising
5,000,000 Equity Shares to ` 200.00 million comprising 20,000,000 Equity Shares.
October 27, 2009 Increase in authorised share capital of our Company of ` 200.00 million comprising 20,000,000
February 27, 2010 Increase in authorised share capital of our Company of ` 205.00 million comprising 20,500,000
February 13, 2013 Increase in authorised share capital of our Company of ` 255.00 million comprising 25,500,000
Equity Shares to ` 375.00 million comprising 31,500,000 Equity Shares and 6,000,000 CCPS.
March 16, 2015 Increase in authorised share capital of our Company of ` 375.00 million comprising 31,500,000
Equity Shares and 6,000,000 CCPS to ` 420.00 million comprising 36,000,000 Equity Shares
and 6,000,000 CCPS.
Adoption of memorandum of association in accordance with Companies Act, 2013.
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Other Details Regarding our Company
For details regarding the description of our activities, services, products, market of each segment, the growth of
our Company, technology, capacity/facility creation, market capacity build- up, marketing and competition the
standing of our Company with reference to the prominent competitors with reference to our products,
management, major suppliers and customers, environmental issues and segment, see the sections titled “Our
Business” and “Industry Overview” on Pages 125 and 107 respectively.
There have been no lock-outs or strikes at any time in our Company and our Company is not operating under any
injunction or restraining order.
For details regarding our management and its managerial competence, see the sub-section titled “Our
Management- Board of Directors” on Page 161.
Our Company has entered into a design services out-sourcing agreement with an entity in the United States of
America, pursuant to which we offer our design and detailing services to them by using their software platforms
for manufacturing of pre-engineered buildings for their overseas customers. For more details, please see the
section titled “Our Business” beginning on Page 125.
Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets
Our Company has neither acquired any entity, business or undertaking nor has undertaken any mergers,
amalgamation or revaluation of assets.
Capital raising activities through equity and debt
Except as mentioned in the section titled “Capital Structure” beginning on Page 80, our Company has not raised
capital through equity. For details on the debt facilities of our Company, see the section titled “Financial
Indebtedness” on Page 263.
Defaults or rescheduling of borrowings with financial institutions/ banks and conversion of loans into
equity
There have been no defaults with financial institutions in respect of our current borrowings from our lenders.
There has been no rescheduling of the existing facilities of our Company or conversion of any loans into equity.
Time and cost overruns
In relation to twelve of our projects, there have been delays in completion of work primarily due to delay in
handing over of sites by our customers. In addition to these, for six of our projects, we have been levied
liquidated damages by our customers due to delays attributable to us on account of delays in receipt of materials
and design/detailing delays. Except as stated above, there have been no time or cost overruns in relation to any of
our projects.
Changes in the activities of our Company during the last five years
There has been no change in the activities of our Company during the last five years which may have had a
material effect on the profit/loss of our Company including discontinuance of line of business, loss of agencies
or markets and similar factors.
Strategic or Financial Partners
We have entered into a non-exclusive technical know-how collaboration with NCI Group, a market leader in the
United States’ metals buildings market, for manufacture, distribution, marketing and supply of standing seam
roofing panel system and all components and accessories related thereto in India under the brand name ‘Double
Lok®’. For more details, see the section titled “Our Business” beginning on Page 125.
Summary of Key Agreements
Share Subscription Agreement dated March 12, 2013 (“SSA”) between our Company, Zephyr Peacock India
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Fund III Limited, Zephyr Peacock India III Fund (collectively, the “Investors”) and Pennar Industries
Limited, Aditya Narsing Rao, Joginapally Venkata Nrupender Rao (HUF), Joginapally Venkata Nrupender
Rao, Rajya Lakshmi Rao Joginapally, D. Sudeepta Rao, Avanthi Rao, Potluri Venkateswara Rao, Usha
Ramani Potluri (collectively, the “SSA Promoter Group Members”).
The Investors, the SSA Promoter Group Members and our Company have entered into a share subscription
agreement dated March 12, 2013 pursuant to which our Company has issued and allotted 54,68,750 CCPS at a
premium of ₹ 54 each, for an aggregate consideration of ₹ 350.00 million to the Investors. The CCPS are
convertible into Equity Shares in the manner set out in the SSA.
As per the SSA, no dividend is allowed to be paid to the Shareholders without the prior written consent of the
Investors. The Investors are entitled to preferential dividend of ` 1 per Financial Year per CCPS till such time
that the CCPS are outstanding. Further, in the event of distribution of any excess profits other than dividends the
holder of above mentioned CCPS shall be entitled in priority to the holders of any other class(es) of shares.
Share Purchase Agreement dated March 12, 2013 (“SPA”) between our Company, Zephyr Peacock India
Fund III Limited, Zephyr Peacock India III Fund (collectively, the “Investors”) and Joginapally Venkata
Nrupender Rao (HUF), J. Rajya Lakshmi, Aditya Narsing Rao, Avanti Rao and D. Sudeepta Rao
(collectively, the “Sellers”).
Pursuant to the SPA, the Investors have purchased 2,343,750 Equity Shares from the Sellers at a premium of `
54 each, for a total consideration of ` 150.00 million, on the terms and conditions set out in the SPA.
Shareholders Agreement dated March 12, 2013 (“SHA”) between our Company, Zephyr Peacock India Fund
III Limited, Zephyr Peacock India III Fund (collectively, the “Investors”) and Pennar Industries Limited,
Aditya Narsing Rao, Joginapally Venkata Nrupender Rao (HUF), Joginapally Venkata Nrupender Rao,
Rajya Lakshmi Rao Joginapally, D. Sudeepta Rao, Avanthi Rao, Potluri Venkateswara Rao and Usha
Ramani Potluri (collectively, the “SHA Promoter Group Members”).
Pursuant to the SSA, SPA and the investment by the Investors in our Company, the Investors, SHA Promoter
Group Members and our Company entered into a shareholders’ agreement dated March 12, 2013 (the “SHA”)
for regulating the relationship between the parties in relation to the functioning of our Company.
The Investors collectively hold 5,468,750 CCPS and 2,343,750 Equity Shares (the “Investor Shares”).
The following are some important terms of the SHA-
 The SHA Promoter Group Members shall not transfer any shares of our Company without the prior
written consent of the Investors, until such time that the shares of our Company are listed on a stock
exchange. However, the SHA Promoter Group Members may transfer 10% of the total shareholding of
our Company held by them with an advance notice of 15 business days to any other SHA Promoter Group
Member, provided that the Promoters (i.e. Pennar Industries Limited, Aditya Narsing Rao, Joginapally
Venkata Nrupender Rao (HUF), Joginapally Venkata Nrupender Rao) continue to hold at least 89%
(eighty nine percent) of the total Company securities held by the SHA Promoter Group Members after
such transfers..
 The SHA provides certain rights to the Investors including, inter alia, right of first offer, tag along rights,
pre-emptive rights, right to nominate 2 directors and 1 observer to the Board, certain corporate matters
related rights and affirmative voting rights in relation to certain matters including change in capital
structure of our Company, re-structuring of our Company, alteration or dilution of the rights of any
securities of our Company, transactions in relation to the sale, leasing, licensing or other disposition of the
assets of our Company exceeding in value of ` 25 million or 3% of the value of assets, amendment,
modification, or waiver of any provisions of our charter documents, creation of any subsidiary, any
change in the scope of business, commencement of voluntary winding up proceedings, any change in
policies and plans which may materially affect operational expenses of business and not otherwise
approved by the Investor, any transactions with related parties, initial public offering other than a
qualified initial public offering, change in control of our Company, change in size or composition of the
Board, approval, adoption or amendment of any employee stock option scheme, declaration of dividend
and transfer of shares of our Company. Presence of a director nominated by the Investors is mandatory to
form quorum of meetings of the Board.
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 Our Company is required to provide an exit to the Investors by way of a qualified initial public offering
within 4 years from the date of acquisition of any shares of our Company by the Investors or their
affiliates. Further, the Investors may require an offer for sale of shareholding held by them, along with
securities being offered pursuant to the qualified IPO. In the event that our Company is unable to initiate a
qualified initial public offering within the stipulated period, the Investors have a right to require the
Promoters to buy-back our Company’s shares held by the Investors or drag-along the SHA Promoter
Group Members.
 Each party to the SHA is required to maintain confidentiality of the terms of the SHA and not disclose
any such terms unless required under applicable law, with prompt written notice to the other parties.
 Our Directors, Joginapally Venkata Nrupender Rao and Aditya Narsing Rao shall not take any other
management responsibility outside our Company, except their responsibilities in Pennar Industries
Limited. The SHA Promoter Group Members shall, from the date of the SHA, give up, part with, cease
and refrain from directly or indirectly carrying on business which directly or indirectly competes with or
is similar to the business of our Company.
 The breach, failure of any party to observe or comply with any terms, covenants, obligations under the
SHA, representations, warranties or covenants under the SHA or any other transaction documents,
material breach, bankruptcy, winding up and/or liquidation or dissolution of a party to the SHA and/or a
person in the SHA Promoter Group Member who collectively holds more than 5% of the Equity Shares,
constitute an event of default. In case of a default by the SHA Promoter Group Members that is not cured
within a period of 30 days after being notified in writing by the non-defaulting party, the non-defaulting
party shall have a right to cause the Promoters to jointly and severally purchase or cause the Company to
buy-back the shares of our Company held by the Investors at a price which is higher of the fair market
value or the consideration paid by the Investor to purchase the CCPS held by them.
 The SHA shall terminate by mutual consent of the parties to the SHA, upon the occurrence of an event of
default or at the consummation of an initial public offering by our Company.
 Upon the Investors ceasing to hold less than 1,562,500 shares of our Company, all the rights available to
the Investors shall cease other than the right to appoint an observer to our Board, appointment of 2
independent directors on our Board who are also the independent directors on the board of directors of
PIL and right to receive information and reports from our Company.
 In the event that the Investor Shares are transferred by the Investors in accordance with the provisions
contained in the SHA, such transferee shall be entitled to all the rights of the Investors as set out in the
SHA.
Amendment letter dated March 19, 2013 to the SSA, SPA and SHA (the “Amendment Letter 1”)
Pursuant to the Amendment Letter 1, the SSA, SPA and the SHA have been amended in relation to certain
conditions precedent contained in the SSA, SPA and the SHA.
Amendment letter dated September 10, 2013 to the SSA (the “Amendment Letter 2”)
Pursuant to the Amendment Letter 2, the SSA has been amended and conversion price of the CCPS has been
revised to ` 60.20 per CCPS, based on the revised valuation of our Company, subject to any future adjustments
based on other applicable provisions of the SSA and our Articles of Association including but not limited to
provisions relating to adjustments on account of deductible claims and anti dilutions provisions in the SSA.
Amendment letter dated February 28, 2015 (the “Amendment Letter 3”)
Pursuant to the Amendment Letter 3, the SSA has been amended and conversion price of the CCPS has been
revised to ` 58.17 per CCPS, based on the revised valuation of our Company, subject to any future adjustments
based on other applicable provisions of the SSA and our Articles of Association including but not limited to
provisions relating to adjustments on account of deductible claims and anti dilutions provisions in the SSA.
159
Amendment dated March 6, 2015 to the SSA (“SSA Amendment Agreement”)
Pursuant to the SSA Amendment Agreement, the SSA has been further amended to reclassify the promoter and
promoter group of our Company, as mentioned in schedule I of the SSA, on the basis that Potluri Venkateswara
Rao is associated with our Company only in his professional capacity and does not exercise any control either on
the management and affairs of our Company or on the Board of our Company and that only our Promoter, PIL,
exercises control over the Board, management and affairs of our Company and the professional management of
our Company runs the day to day operations of our Company in terms of the definition of ‘control’ as provided
in SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.
Amendment dated March 6, 2015 to the SHA (“SHA Amendment Agreement”)
Pursuant to the SHA Amendment Agreement, the SHA has been amended to reclassify the promoter and
promoter group of our Company, as mentioned in schedule I of the SHA, on the basis that Potluri Venkateswara
Rao is associated with our Company only in his professional capacity and does not exercise any control either on
the management and affairs of our Company or on the Board of our Company and that only our Promoter, PIL,
exercises control over the Board, management and affairs of our Company and the professional management of
our Company runs the day to day operations of our Company in terms of the definition of ‘control’ as provided
in SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.
Accordingly, our Articles of Association have also been amended to record the above understanding.
Holding Company
Our Promoter, Pennar Industries Limited, is also our holding company. For further details, see the sub-section
titled “Our Promoter and Promoter Group” on Page 180.
Our Subsidiary
As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiary.
Joint Ventures
As on the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures.
Partnership Firms
Our Company is not a partner in any partnership firm.
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OUR MANAGEMENT
Board of Directors
The composition of our Board of Directors is governed by the provisions of Companies Act, 2013 and our
Articles of Association. The Companies Act, 2013 provides that the number of directors shall not be less than
three and more than fifteen. At present, our Company has eight Directors, of which one is an executive director,
seven are non-executive directors out of which four are independent Directors and one Director nominated by
the Selling Shareholders.
The following table sets forth the details of our Directors as on the date of this Draft Red Herring Prospectus:
S. Name, Father’s Name, Age (in Designation Other

No Nationality, Director years) Directorships/Proprietorships/Partnerships
Identification Number, / Trusteeships
Residential Address,
Occupation and Term
1. Joginapally Venkata 69 Chairman and Other Directorships:
Nrupender Rao non-executive
Director (i) Pennar Management Services Limited;
Father’s Name: Venkata (ii) Pennar Industries Limited;
Narsinga Rao Joginapally (iii) Thapati Trading Private Limited;
(iv) Palguna Consultants Private Limited;
Nationality : Indian (v) Pennar Enviro Limited;
(vi) Pennar Solar Limited; and
DIN : 00089922 (vii) Saven Technologies Limited.
Address: 8-2-293/82/A/381 Partnerships

442, Plot No. 381, Road No.
10, Jubilee Hills, Hyderabad Nil
500 033, Telangana, India
Trusteeships
Occupation: Business
JV Narsing Rao Foundation
Date of appointment: January
17, 2008
Current term: Liable to retire

by rotation
2. Potluri Venkateswara Rao 55 Managing Other Directorships:

Director
Father’s Name: Venkata (i) Pennar Enviro Limited
Krishna Rao Potluri
Partnerships
Nationality : Indian
Nil
DIN : 03157581
Trusteeships
Address: 179 Ushodaya
Enclave, HIG, Phase-II, Road PEBS Pennar Gratuity Trust
No. 1, Kanaka Miyapur,
Hyderabad 500 049,
Telangana, India
Occupation: Service
Date of appointment: May 26,

2010
Current term: February 9, 2015

to February 8, 2020
3. Aditya Narsing Rao 33 Non-executive Other Directorships:

Director
161
Occupation and Term
Father’s Name: Joginapally (i) Pennar Management Services Limited;
Venkata Nrupender Rao (ii) Thapati Trading Private Limited;
(iii) Palguna Consultants Private Limited;
Nationality : Indian (iv) Pennar Industries Limited;
(v) Pennar Enviro Limited;
DIN : 01307343 (vi) Pennar Solar Limited;
(vii) 135 Tech Labs Private Limited; and
Address: 8-2-293/82/A/381 (viii) Mainstay Tech Solutions Private
442, Plot No. 381, Road No. Limited.
10, Jubilee Hills, Hyderabad
500 033, Telangana, India Partnerships
Occupation: Business Nil
Date of appointment: January Trusteeships

17, 2008
Nil
by rotation
4. Mukul Gulati 41 Non- executive Other Directorships:

nominee
Father’s Name: Ved Prakash Director* (i) Zephyr Peacock Management India
Gulati Private Limited;
(ii) Miles Software Solutions Private
Nationality : United States Limited;
(iii) ZP India Advisory Private Limited;
DIN : 00746183 (iv) Aizant Drug Research Solutions Private
Limited;
Address: Villa No. 290, ST (v) E to E Transportation Infrastructure
Phase, Adarsh Palm Meadows, Private Limited; and
Ramagondanahalli, Airport (vi) 20Cube Logistics Pte. Limited.
Road, Whitefield, Bengaluru
560 066, Karnataka, India Partnerships
Occupation: Service Nil
Date of appointment: March Trusteeships

21, 2013
Nil
by rotation
5. Manish Mahendra 45 Non- executive Other Directorships:

Sabharwal independent
Director (i) ICAP India Private Limited;
Father’s Name: Mahendra (ii) Team Lease Services Private Limited;
Sabharwal (iii) India Life Capital Private Limited;
(iv) Lupin Ventures Private Limited;
Nationality : Indian (v) Neev Schools Private Limited;
(vi) Pennar Industries Limited;
DIN : 00969601 (vii) TeamLease Education Foundation;
(viii) Global Crossover Venture Pte Limited
Address: 48, Hatkesh Society, (Singapore); and
N/S Road No. 7, Juhu, (ix) HR Offshoring Venture Pte Limited
Mumbai 400 049, (Singapore).
Maharashtra, India
Partnerships
Nil
Date of appointment: August 9,
2010 Trusteeships
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Occupation and Term
Current term: February 11, Neev Trust

2015 to February 10, 2020
6. Kamalaker Rao Bandari 65 Non-executive Other Directorships:

independent
Father’s Name: B. Venkat Rao Director (i) Aiswarya Holdings Private Limited;
(ii) Feno Plast Limited; and
Nationality : Indian (iii) Pennar Industries Limited.
DIN : 00038686 Partnerships
Address: Flat no. 603, Bandari Nil

Residency, Begumpet,
Hyderabad 500 016, Trusteeships
Telangana, India
Shri Venkateshwara Seva and Vedic Trust,
Occupation: Service (Regd) Delhi
Date of appointment: February

11, 2015
Current term: February 11,

7. Varun Chawla 34 Non-executive Other Directorships:

independent
Father’s Name: Madhusudan Director (i) Springboard Solutions Private Limited;
Chawla (ii) Sidharth Travels Private Limited;
(iii) Pennar Industries Limited
Partnerships
DIN : 02097425
(i) 91 Ultimate Frisbee LLP
Address: A-65-A, Nizamuddin
East, New Delhi 110 013, Trusteeships
Delhi, India
Nil

11, 2015

8. Sita Vanka 57 Non-executive Other Directorships:

independent
Father’s Name: Late V.S.R. Director (i) Pennar Industries Limited
Murthy
Partnerships
Nil
DIN : 07016012
Trusteeships
Address: 2-2-1137/3/1/1, New
Nallakunta, Hyderabad, - Nil
500044, Telangana, India
Occupation: Service
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Occupation and Term
11, 2015

* Nominee Director of an affiliate of the Selling Shareholders, Zephyr Peacock India Fund III Limited and Zephyr Peacock
India III Fund. For more details, refer to the sub-section titled “History and Corporate Structure- Summary of Key
Agreements” on Page 158.
Confirmations
None of our Directors is or was a director of any listed company during the last five years preceding the date of
filing of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the
BSE or the NSE.
None of our Directors is or was a director of any listed company, which has been or was delisted from any
recognized stock exchange in India.
No consideration, either in cash or shares or otherwise have been paid or agreed to be paid to any of our
Directors or to the firms or companies in which they are interested by any person, either to induce him to become
or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or company in
which he is interested, in connection with the promotion or formation of our Company.
Our Company has not entered into any service contracts with our Directors which provide for benefits upon
termination of employment of our Directors.
No relatives of our Directors currently hold any office or place of profit in our Company.
Relationship between our Directors
Except Aditya Narsing Rao, who is the son of Joginapally Venkata Nrupender Rao, there is no family relation
between the Directors of our Company.
Biographies of our Directors
Joginapally Venkata Nrupender Rao is the founder and chairman of our Promoter, Pennar Industries Limited. He
is an alumni of IIT Kharagpur and also has a master’s degree in operations research and industrial engineering
from Purdue University, USA. He has forty years of experience in various disciplines in organizations like
National Cash Register-USA, Union Carbide India, Nagarjuna Steels Limited and Pennar Industries Limited. He
co-promoted Nagarjuna Signode in the year 1980 along with Nagarjuna Steels Limited and Signode Corporation
of USA. He was the national president of the Indo American Chamber of Commerce in the year 1989-90 and
president of the Hyderabad Management Association in the year 1980-81. He has received the Dr. Nayudamma
gold medal for his contribution to industrial development in the state of Andhra Pradesh, the “Entrepreneur of
the Year” award by the Hyderabad Management Association in the year 1994 and National Award for
Outstanding Entrepreneur Award by the Council of State Industrial Development and Investment Corporations
of India in the year 2013. He was also conferred the Distinguished Alumni Award by IIT Kharagpur. He was the
Chairman of the Andhra Pradesh Industrial Infrastructure Corporation during the years 1984-1986. He is also the
Managing Trustee of J.V. Narsing Rao Foundation, which is involved in social service and education and is
currently the vice chairman of CII, Telangana State Council.
Potluri Venkateswara Rao
Potluri Venkateswara Rao is the Managing Director of our Company. He holds a bachelor’s degree in civil
engineering from Jawaharlal Nehru Technological University, Kakinada and is a member of the Institution of
Engineers (India). He has been associated with our Company since its inception. Potluri Venkateswara Rao has
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more than thirty four years of experience in the construction industry and last twenty two years in pre-engineered
buildings sector. Prior to joining our Company he worked with Tata Blue Scope Steel (as chief operating officer)
and Kirby Building Systems India Limited (as general manager - sales & construction). He received the
“Manager of the Year” award from Hyderabad Management Association in the year 2013. Under his leadership,
our Company has received awards namely, PEB Company of the year 2013 and Infrastructure Company of the
year 2013 from Construction Week, IEI Industry Excellence Award for the year 2013 as well as in 2014,
Business Today–YES Bank Emerging Companies Excellence Award 2014 in Corporate Governance, INSDAG
National Award 2014 for professionals on Structural Steel Design and Construction, Manufacturing Company of
the year 2015 award from VC Circle, CIDC Vishwakarma Awards 2015 for Best Professionally Managed
Company (` 100–500 crore turnover) and Best Pre-Engineered Building. He is also a columnist in engineering
magazines like Construction World, Construction Week, Steel Structures & Metal Buildings (SSMB), ACE
Update, Master Builder, Construction & Architecture (C&A) Update, EPC World, B2B Purchase etc., and
vernacular press.
Aditya Narsing Rao
Aditya Narsing Rao is the vice chairman of Pennar Industries Limited, Pennar Enviro Limited and our Company.
He is also the managing director of our Promoter, PIL. He holds a bachelor’s degree in geophysics and master’s
degree in engineering management from Cornell University, New York, USA. He has worked on new product
development and the development of new revenue verticals including the solar power and environment treatment
businesses at PIL and our Company. Prior to joining PIL he was associated with Karvy Stock Broking Limited in
the corporate planning division. He has an experience of 10 years in corporate strategy and corporate planning.
Mukul Gulati
Mukul Gulati is a non-executive nominee director of our Company. He is a cum laude graduate of the University
of Maryland, where he was a Dean’s Scholar at the Department of Economics and also holds masters of business
administration degree from Columbia University in the City of New York. He is the co-founder and managing
partner of Zephyr Peacock India. He has over 18 years of experience in the field of investment management
including private equity, investment research and general management. Mukul Gulati is responsible for overall
leadership of Zephyr’s business activities in South Asia. Mukul Gulati was previously associated with
Multex.com, where he was involved in setting up and managing the firm’s quantitative equity research business.
He is also a charter member of the Bangalore chapter of The Indus Entrepreneurs (TiE) Global, member of
Young Presidents’ Organization (YPO) and serves on the Asia Council of Emerging Markets Private Equity
Association (EMPEA).
Manish Mahendra Sabharwal
Manish Mahendra Sabharwal is a non-executive independent Director of our Company. He is an alumni of

Shriram College of Commerce, University of Delhi and master’s degree in business administration from the
Wharton School, University of Pennsylvania. Manish Sabharwal is an investor, vice chairman and chief
executive officer of ICAP India Private Limited and chairman and co-founder of Team Lease Services Private
Limited. He had co-founded India Life Pension Services and has also been the chief executive officer of Hewitt
Outsourcing (Asia), Singapore. Manish serves on committees of State and Central Government on education,
employment and employability and is a columnist for the Indian Express and the Economic Times. He has an
experience of 20 years in the field of finance, education, labour laws and skill development.
Kamalaker Rao Bandari
Kamalaker Rao Bandari is a non-executive independent Director of our Company. He holds a bachelor’s degree
in engineering from the Indian Institute of Technology, Delhi and a master’s degree in business administration
from Faculty of Management Studies, University of Delhi. He is a guest faculty at Institute of Public Enterprise,
Osmania University, S. K. University, Anantapur, Andhra Pradesh and Northern India Institute of Banking, New
Delhi. Kamalaker Rao has been a member of the Andhra Pradesh Legislative Council and was also a senior
spokesperson for Andhra Pradesh Congress Committee. He was nominated to be a part time non-official director
on the board of directors of Oriental Bank of Commerce, Vijaya Bank and he was also Audit Committee
Chairman of Vijaya Bank. He received the Rashtriya Rattan Award and the Rashtriya Ekta Award for
“Outstanding Individual Achievements & Distinguished Services to the Nation” by the Global Economic
Council in the year 2000 and was also granted a certificate of appreciation by the United Nations for being
proactive in raising children’s issues in the Q&A sessions in the year 2007-08 of the Andhra Pradesh Legislative
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Council. He is a writer on management and socio-economic issues and is columnist for newspapers and
professional journals such as All India Management Institute and House Journal of Oriental Bank of Commerce.
He has an experience of 45 years in management consultancy, management and financial services.
Varun Chawla
Varun Chawla is a non-executive independent Director of our Company. He holds a bachelor’s degree in science
from Cornell University. He has more than five years of investment banking experience with Goldman Sachs in
the U.S. and India and over four years of experience in advising start-ups for fund raising. He is a co-founder of
My Guest House Accomodations Private Limited and Springboard Solutions Private Limited.
Sita Vanka
Sita Vanka is a non-executive independent Director of our Company. She holds a master’s degree in arts from
Osmania University, master’s degree in philosophy from University of Hyderabad and holds a doctorate from
Osmania University. She is currently a professor and dean at the School of Management Studies, and a joint
professor at the Centre for Women’s Studies, University of Hyderabad, Hyderabad. She has over three decades
of teaching experience in the areas of women studies, educational management, human resource management
and entrepreneurship. She has worked in the Institute of Public Enterprise, Hyderabad (“IPE”), prior to joining
the University of Hyderabad, where she was involved in teaching, training, consulting and research in
management. She has also served for fifteen years in an affiliated college of Osmania University before her stint
at the IPE. She was awarded the Best Research Paper Award at Detroit, USA, in July, 2013, ISDI Best Paper
Award in December, 2013, the IndoFrench Exchange Scholar fellowship in 2008, Silver Jubilee Fellowship for
advanced research in HRM by IIM-Ahmedabad in 2006 and the Best B-School Award and the B School
Leadership Award at Mumbai in 2014.
Shareholding of Directors
Except as provided in the sub-section titled “Capital Structure- Details of Equity Shares held by our Directors,
Key Management Personnel and directors of our Promoter company” on Page 90, none of our Directors hold
any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.
In terms of our Articles of Association, the Directors are not required to hold any qualification shares.
Our Directors do not hold any outstanding vested options, pursuant to the employee stock option scheme
implemented by our Company.
For details of shareholding of our Directors in our Company, please refer to the sub-section titled “Capital
Structure- Details of Equity Shares held by our Directors, Key Management Personnel and directors of our
Promoter Companies” on Page 90.
Terms of appointment of Executive Directors
Potluri Venkateswara Rao was appointed as whole-time Director of our Company, pursuant to a resolution of our
Shareholders dated July 1, 2010 for a period of two years, with effect from May 26, 2010. Subsequently, he was
re-appointed pursuant to a resolution of the Board of Directors dated May 28, 2012 and resolution of our
Shareholders dated July 12, 2012 for a period of three years with effect from May 26, 2012. Potluri
Venkateswara Rao was subsequently appointed as Managing Director of our Company with effect from
February 9, 2013 for a period of two years, pursuant to a resolution of our Board of Directors dated February 8,
2013 and resolution of our Shareholders dated July 30, 2013. He was reappointed as the Managing Director of
our Company with effect from February 9, 2015 for a period of five years, pursuant to resolutions of our Board
and Shareholders, both dated February 11, 2015.
The following are the terms of remuneration of Potluri Venkateswara Rao as the Managing Director of our
Company, with effect from February 9, 2015, applicable for two years:
Particulars Amount
Basic salary ` 6.70 million p.a.
House rent allowance ` 2.68 million p.a. or 40% of the basic salary
Medical reimbursement ` 0.30 million p.a.
Leave travel allowance ` 0.71 million p.a.
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Particulars Amount
Personal insurance ` 0.53 million p.a.
Provident fund ` 0.80 million p.a.
Club membership fees Subject to a maximum of two clubs, admission and life
membership fees not being allowed
Performance incentives upto ` 2.00 million p.a.
Apart from the above, he is also entitled to a car with a driver and a telephone at his residence.
Our Company has entered into an agreement dated March 14, 2015 with Potluri Venkateswara Rao, in relation to
his appointment as the managing director of our Company including, among other things, details of the
abovementioned terms of compensation, non-solicitation, non-competition and removal from directorship.
Remuneration paid to Directors
The sitting fees/ other remuneration paid to our Directors are as follows:
1. Executive Directors
The aggregate value of remuneration paid to the executive Directors in Financial Year 2013 is as follows:
(` in million)
Name of Director Salary
Potluri Venkateswara Rao 9.20
The aggregate value of remuneration paid to the executive Directors in Financial Year 2014 is as follows:
(` in million)
The aggregate value of remuneration paid to the executive Directors in Financial Year 2015 (up to
February 2015) is as follows:
(` in million)
2. Non-executive Directors
Our Company has not paid any remuneration or sitting fees to our non-executive Directors. Aditya
Narsing Rao, who is also a non-executive Director of our Company, has been paid a professional
consultancy fee of ` 1.67 million up to February 2015, beginning from August 6, 2014 in his capacity as
a strategic business advisor to our Company.
Bonus or profit sharing plan for our Managing Directors/ Whole-time Directors
No compensation has been paid to our Managing Director, pursuant to any bonus or profit-sharing plan.
Borrowing Powers of the Board of Directors
As per the Articles of our Company, the Board is authorised to exercise all the powers of the Company to borrow
money, subject to the provisions of the Articles and the Companies Act, 2013.
The Shareholders of our Company, through a resolution passed at the Annual General Meeting dated August 6,
2014, authorised our Board to borrow from time to time any sum or sums of money as it may deem required or
proper monies for the purpose of the business of our Company, from one or more banks, financial institutions
and other persons, firms, bodies corporate notwithstanding that monies to be borrowed together with the monies
already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the
ordinary course of business) up to a sum of ` 5,000 million.
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Arrangement or understanding with major shareholders, customers, suppliers or others
None of our Directors have been appointed pursuant to any arrangement or understanding with our major
shareholders, customers, suppliers or others, except for our Director, Mukul Gulati, nominated by the Selling
Shareholders, Zephyr Peacock India Fund III Limited and Zephyr Peacock India III Fund, and their affiliates
pursuant to the terms of the shareholders’ agreement entered into with the aforementioned Selling Shareholders.
For further details of the shareholders’ agreement and other agreements entered into with the aforementioned
Selling Shareholders, see the sub-section titled “History and Corporate Structure- Summary of Key Agreements”
on Page 158.
Corporate Governance
The provisions of the Listing Agreement and the Companies Act, 2013 with respect to corporate governance will
be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges.
Our Company has complied with the corporate governance code in accordance with Clause 49 of the Listing
Agreement and the Companies Act, 2013, particularly, in relation to appointment of independent Directors to our
Board and constitution of the Audit Committee, the Stakeholders’ Relationship Committee and the Nomination
and Remuneration Committee. Our Company undertakes to take all necessary steps to continue to comply with
all the requirements of Clause 49 of the Listing Agreement and the Companies Act, 2013.
Currently our Board has eight Directors, comprising of one executive Director, seven non-executive Directors
out of which four are independent Directors, thereby constituting fifty percent of our Board of Directors. This is
in compliance with Clause 49 of the Listing Agreement.
In terms of the Clause 49 of the Listing Agreement and the provisions of Companies Act, 2013, our Company
has constituted the following committees:
Committees of the Board
1. Audit Committee
The Audit Committee was constituted by our Board of Directors in their meeting held on June 30, 2009.
The Audit Committee was re-constituted in the meetings of our Board of Directors held on January 30,
2012, May 8, 2013, November 5, 2013, August 6, 2014 and February 11, 2015. The scope and function of
the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
At present, the members of the Audit Committee are:
(i) Kamalaker Rao Bandari (Chairman);

(ii) Varun Chawla (Member);
(iii) Manish Mahendra Sabharwal (Member);
(iv) Aditya Narsing Rao (Member); and
(v) Mukul Gulati (Member).
The terms of reference of the Audit Committee are as follows:
(a) Overseeing the Company's financial reporting process and the disclosure of its financial
information, to ensure that the financial statements are true, accurate and credible and provide
sufficient informationin accordance with prevalent law in force;
(b) Recommending to the Board, the appointment, re-appointment and the replacement or removal of
the statutory, internal auditors, tax auditors and the fixation of audit fees and approval for any
other services;
(c) Review and monitor the auditor's independence and performance, and effectiveness of audit
process;
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(d) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of
the internal control systems;
(e) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(f) Reviewing with the management, the annual financial statements and auditor's report thereon
before submission to the Board for approval, with particular reference to:
 Matters required to be included in the Director's responsibility statement to be included in

the Board's report in terms of Section 134 (5) of the Companies Act, 2013 (i.e., erstwhile
clause (2AA) of section 217 of the Companies Act, 1956);
 Changes, if any, in accounting policies and practices and reasons for the same;
 Major accounting entries involving estimates based on the exercise of judgment by

management;
 Significant adjustments made in the financial statements arising out of audit findings;
 Compliance with listing and other legal requirements relating to financial statements;
 Disclosure of any related party transactions; and
 Qualifications in the draft audit report.
(g) Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval;
(h) Approval of the appointment of the Chief Financial Officer of the Company (i.e., the whole-time
finance director or any other person heading the finance function or discharging that function)
after assessing the qualifications, experience and background, etc. of the candidate, and,
reappointment and removal of the same;
(i) Reviewing the adequacy of internal audit function including the structure of the internal audit
department, staffing and seniority of the official heading the department, availability and
deployment of resources to complete their responsibilities and the performance of the out-sourced
audit activity;
(j) Discussion with internal auditors with respect to the coverage and frequency of internal audits as
per the audit plan, nature of significant findings and follow up thereof;
(k) Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board;
(l) Obtaining an update on the risks management framework and the manner in which risks are being
addressed;
(m) Discussion with statutory auditors, about the nature and scope of audit as well as to ascertain any
area of concern;
(n) Review the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors, if any;
(o) To review the functioning of the vigil mechanism policy, whistle blower mechanism and the
nature of complaints received by the ombudsman;
(p) The Audit Committee is empowered, pursuant to its terms of reference, to investigate any activity
within its terms of reference, to seek any information it requires from any employee, to obtain
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outside legal or other professional advice and to secure attendance of outsiders with relevant
expertise, if it considers necessary;
(q) The Audit Committee shall mandatorily review the following:
 Management discussion and analysis of financial condition and results of operations;
 Management certificates on internal controls and compliance with laws and regulations,
including any exceptions to these;
 Management letters /letters of internal control weaknesses issued by the statutory auditors;
 Internal audit reports relating to internal control weaknesses;
 The appointment, removal and terms of remuneration of the internal auditor; and
 Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management.
 Statement of deviations:
1. quarterly statement of deviation(s) quarterly statement of deviation(s) including report of

monitoring agency, if applicable.
2. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus.
(r) Approval or subsequent modification of transactions of the Company with related parties;
(s) Valuation of undertakings or assets of the Company, wherever it is necessary;
(t) Evaluation of internal financial controls and risk management systems;
(u) Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report submitted
by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter;
(v) Scrutiny of inter-corporate loans and investments; and
(w) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee is required to meet at least four times in a year in accordance with Clause 49 of the
Listing Agreement.
2. Nomination and Remuneration Committee
The Remuneration Committee was constituted by a meeting of our Board of Directors held on March 31,
2010. The Remuneration Committee was re-constituted in the meetings of our Board of Directors held on
January 30, 2012, May 8, 2013, November 5, 2013 and February 11, 2015. The Remuneration Committee
was re-named as ‘Nomination and Remuneration Committee’, pursuant to the resolution passed by our
Board dated May 6, 2014.
At present, the members of the Nomination and Remuneration Committee are:
(i) Varun Chawla (Chairman);

(ii) Mukul Gulati (Member);
(iii) Manish Mahendra Sabharwal (Member); and
(iv) Joginapally Venkata Nrupender Rao (Member).
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The terms of reference of the Nomination and Remuneration Committee are as follows:
(a) Attraction and retention strategies for employees;
(b) Determine the compensation (including salaries and salary adjustments, incentives, benefits,
bonuses) and performance targets of the Chairman, Managing Director, COO, CFO,CEO& other
senior management personnel;
(c) Review employee development strategies;
(d) Assess the learning and development needs of the directors and recommend learning opportunities
which can be used by directors to meet their needs for development;
(e) Review its terms of reference on an annual basis and recommend any changes to the Board;
(f) Review all human resource related issues including succession plan of key personnel;
(g) The Committee shall also consider any other key issues/matters as may be referred by the Board or
as may be necessary in view of any other statutory provisions;
(h) Review and recommend the structure, size and composition (including the skills, knowledge,
experience and diversity) of the Board of Directors and Board Committees;
(i) Evaluate the balance of skills, knowledge, experience and diversity on the Board for description of
the role and capabilities required for particular appointment;
(j) Formulate a criteria for determining qualifications, positive attributes and independence of a
director;
(k) Recommend to the Board a policy for the remuneration of directors, key managerial personnel and
other employees;
(l) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal;
(m) Review succession planning for executive and non-executive Directors and other senior executives
particularly the Chairman and CEOs;
(n) Recommend the appointment of any director to executive or other employment/place of profit in
the Company;
(o) Conduct an annual evaluation of the overall effectiveness of the Board and the committees of the
Board;
(p) Recommend the sitting fees to be paid to Non Executive Directors;
(q) Formulation of criteria for evaluation of Independent Directors and the Board; to consider any
other matters as may be requested by the Board;
(r) Devising a policy on Board diversity; and
(s) Other key issues as may be referred by the Board.
3. Stakeholders’ Relationship Committee
The Stakeholders’ Committee was constituted in a meeting of our Board of Directors held on February
11, 2015. The members of the Stakeholders’ Committee are:
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(i) Kamlaker Rao Bandari (Member);
(iii) Aditya Narsing Rao (Member); and
(iv) Mukul Gulati (Member).
The terms of reference of the Stakeholders’ Committee are as follows:
(a) The Committee monitors and reviews the performance and service standards of the registrar and
share transfer agents of our Company and provides continuous guidance to improve the service
levels for investors.
(b) Any such matters that may be considered necessary in relation to shareholders and investors of our
Company.
(c) To appoint compliance officer and fix responsibilities.
4. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted in a meeting of our Board of Directors
held on August 6, 2014 and reconstituted in the meeting of our Board of Directors held on February 11,
2015. The members of the Corporate Social Responsibility Committee are:
(i) Kamalaker Rao (Chairman);

(ii) Joginapally Venkata Nrupender Rao (Member);
(iii) Mukul Gulati (Member);
(iv) Potluri Venkateswara Rao (Member);
(v) Sita Vanka (Member).
The terms of reference of the Corporate Social Responsibility Committee are as follows:
(a) Formulate, monitor and recommend to the Board CSR Policy and the activities to be undertaken
by the Company, which shall indicate the activities to be undertaken by the Company as specified
in Schedule VII of the Companies Act, 2013 as amended, modified, re-enacted from time to time
and rules made thereunder;
(b) Recommend the amount of expenditure to be incurred on the activities undertaken;
(c) Monitor the CSR Policy of the Company and its implementation from time to time;
(d) Evaluate social impact of the Company's CSR Activities;
(e) Review the Company's disclosure of CSR matters including any annual social responsibility
report;
(f) Review the following, with the management, before submission to the Board for approval:
 CSR Report;
 Establish a monitoring mechanism to ensure that the funds contributed by the Company are
spent by any charitable organization to which the Company makes contribution, for the
intended purpose only; and
 Consider other functions, as defined by the Board, or as may be stipulated under any law,
rule or regulation including the Listing Agreement, Corporate Social Responsibility under
the Companies Act, 2013.
5. Finance Committee
The Finance Committee was constituted in a meeting of our Board of Directors held on October 11, 2011.
The Finance Committee was re-constituted in the meetings of our Board of Directors held on May 8,
2013, November 5, 2013 and February 11, 2015. The members of the Finance Committee are:
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(i) Potluri Venkateswara Rao (Chairman);
(ii) Aditya Narsing Rao (Member); and
(iii) Mukul Gulati (Member).
The terms of reference of the Finance Committee are as follows:
(a) To review and make recommendation to the Board about the financial affairs.
(b) To look into various credit facilities granted by the banks/ financial institutions.
(c) To execute the documents works related to Banks/ Financial Institutions.
(d) Opening and closing of the bank accounts and facilities from each such Bank.
(e) To provide corporate guarantee and extend corporate guarantee for various projects received from
the customers.
(f) To determine the authorized person/signatories for availing financial facilities and other facilities
from various Banks/institutes.
(g) To give operating instructions and all other banking matters in the interest of the business.
6. Allotment Committee
The Allotment Committee was constituted in a meeting of our Board of Directors held on March 21,
2013. The Allotment Committee was re-constituted in the meetings of our Board of Directors held on
May 8, 2013, November 5, 2013 and February 11, 2015. The members of the Allotment Committee are:
(i) Joginapally Venkata Nrupender Rao (Chairman);

(ii) Potluri Venkateswara Rao (Member);
The terms of reference of the Allotment Committee are as follows:
(a) The Committee will support the Board in the execution of its duties and responsibilities by
considering and, if appropriate, authorising the allotment of equity and preference shares.
(b) Transfer of Company securities.
7. Operational Committee
The Operational Committee was constituted in a meeting of our Board of Directors held on February 8,
2013 and re-constituted in the meeting of our Board of Directors held on February 11, 2015. The
members of the Operational Committee are:

(ii) Potluri Venkateswara Rao (Member);
The terms of reference of the Operational Committee are as follows:
(a) Identify and raise issues to senior management that may impact on achieving the Company’s capex
strategy.
(b) Consider and respond to issues referred to the Committee by senior management that relate to the
capex activities.
(c) Discuss and review operational and business issues relating to achievement of the Company’s capex
strategy.
(d) Ensure transfer of information, knowledge and identification of linkages in the activities across
Departments and Divisions.
(e) Provide a forum for development and exchange of good practice in Company’s capex activities.
(f) To look after the proposed investment in the plant and machinery, taking a land and building on
lease, finalization of the terms of lease, obtaining all the necessary approvals and licenses for setting
up a plant new capex plan.
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8. Compensation Committee
The Compensation Committee was constituted in a meeting of our Board of Directors held on September
30, 2014. The Compensation Committee was re-constituted in the meetings of our Board of Directors
held on February 11, 2015. The members of the Compensation Committee are:
(i) Kamalaker Rao Bandari (Member);

The terms of reference of the Compensation Committee are as follows:
(a) Formulation of ESOP plans and decide on future grants;
(b) Formulation of terms and conditions on following under the present ESOP Schemes of the
Company with respect to:
 Quantum of options to be granted under ESOP Scheme(s) per employee and in the
aggregate under a plan;
 Performance conditions attached to any ESOP Plan;
 Conditions under which options vested in employees may lapse in case of termination of
employment for misconduct;
 Exercise period within which the employee should exercise the option and that option
would lapse on failure to exercise the option within the exercise period; Specified time
period within which the employee must exercise the vested options in the event of
termination or resignation of an employee;
 Right of an employee to exercise all the options vested in him at one time or at various
points of time within the exercise period;
(c) Procedure for making a fair and reasonable adjustment to the number of options and to the
exercise price in case of corporate actions such as the rights issues, bonus issues, merger, sale of
division and others. In this regards, the following be taken into consideration by the committee:
 The number and the price of ESOS shall be adjusted in a manner such that total value of the
ESOS remains the same after the corporate action.
 Global best practices in this area including the procedures followed by the derivative
markets in India and abroad shall be considered.
 The vesting period and the life of the options shall be left unaltered as far as possible to
protect the rights of the option holders.
(d) Grant, vest and exercise of option in case of employees who are on long leave; and the procedure
for cashless exercise of options;
(e) To frame suitable policies and processes to ensure that there is no violation of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and
Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the
Securities Market) Regulations, 1995.
(f) Other key issues as may be referred by the Board;
(g) Tax on issue of options or the shares upon exercise of the options;
(h) Any other matter which may be relevant for administration of ESOP schemes from time to time.
174
9. IPO Committee
The IPO committee was constituted in a meeting of our Board of Directors held on November 11, 2014 to
facilitate the Company to undertake the IPO and was reconstituted in the meeting of our Board of
Directors held on February 11, 2015. The members of the IPO committee are:

(ii) Aditya Narsing Rao (Member);
(iii) Mukul Gulati (Member); and
(iv) Potluri Venkateswara Rao (Member).
Interest of Directors
All our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of
the Board of Directors or a committee thereof as well as to the extent of other remuneration and reimbursement
of expenses payable to them under our Articles, and to the extent of remuneration paid to them for services
rendered as an officer or employee of our Company, if any.
All our Directors may also be regarded as interested in our Company to the extent of Equity Shares, if any, held
by them or that may be subscribed by or allotted to the companies, firms and trusts, in which they are interested
as directors, members, partners, trustees and promoters, pursuant to this Issue. All of our Directors may also be
deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the
said Equity Shares.
None of our Directors have any interest in the promotion of our Company.
Except as provided in this section and the sub-section titled “Financial Statements- Annexure 35- Restated
Summary Statement of Significant Transactions with Related Parties and Balances” on Page 236, no amount or
benefit has been paid or given within the two preceding years or is intended to be paid or given to any of our
Directors except the normal remuneration for services rendered as Directors.
Our Directors have no interest in any property acquired or proposed to be acquired by our Company within the
two years from the date of this Draft Red Herring Prospectus, or in any transaction by our Company for
acquisition of land, construction of building or supply of machinery
Except as stated in the sub-section titled “Financial Statements- Annexure 35- Restated Summary Statement of
Significant Transactions with Related Parties and Balances” on Page 236 and described herein to the extent of
shareholding in our Company, if any, our Directors do not have any other interest in our business.
Loans taken by Directors
No loans have been availed by our Directors from our Company.
Further, except statutory benefits upon termination of their employment in our Company on retirement, neither
our Directors nor the Key Management Personnel, are entitled to any benefits upon termination of employment.
Changes in the Board of Directors during the last three years from the date of filing of this Draft Red
Herring Prospectus:
S. Name of Director Date of Appointment/ Reason

No Change/ Cessation
1. Potluri Venkateswara Rao May 26, 2012 Re-appointment
2. Anantha Reddy July 12, 2012 Regularised
3. Potluri Venkateswara Rao February 8, 2013 Regularised as Managing Director
4. C. Parthasarthy March 21, 2013 Appointment
5. Mukul Gulati March 21, 2013 Appointment
6. Vishal Avinash Dixit March 21, 2013 Appointment
7. Krishna Ati Rao March 21, 2013 Resignation
8. Aditya Narsing Rao May 8, 2013 Re-designated as non-executive
175
S. Name of Director Date of Appointment/ Reason
No Change/ Cessation
vice chairman
9. C. Parthasarthy July 30, 2013 Regularised as independent
director
10. Mukul Gulati July 30, 2013 Regularised as non-executive
Director
11. Vishal Avinash Dixit July 30, 2013 Regularised as non-executive
Director
12. Vishal Avinash Dixit November 7, 2013 Resignation
13. Karthik Bhat November 7, 2013 Appointment
14. Anantha Reddy January 30, 2014 Resignation
15. Karthik Bhat August 6, 2014 Regularised as non-executive
Director
16. C. Parthasarthy December 4, 2014 Resignation
17. Vijay Chandra Puljal December 10, 2014 Resignation
18. Potluri Venkateswara Rao February 9, 2015 Re-appointment as Managing
Director
19. Karthik Bhat February 10, 2015 Resignation
20. Manish Mahendra Sabharwal February 11, 2015 Re-appointment as non- executive
independent Director
21. Kamalaker Rao Bandari February 11, 2015 Appointment
22. Varun Chawla February 11, 2015 Appointment
23. Sita Vanka February 11, 2015 Appointment
Management Organization Structure
Key Management Personnel
The Key Management Personnel of our Company are:
Please refer to his biography on Page 164.
176
Potluri Venkateswara Rao*
Aditya Narsing Rao
Shrikant Bhakkad*
Shrikant, aged 34, is the Chief Financial Officer of our Company. He holds a bachelor’s degree in commerce
from Osmania University, Hyderabad and is also an associate of the Institute of Chartered Accountants of India.
He joined our Company on October 18, 2013 as Vice President (Finance & Accounts). Shrikant has an
experience of 10 years in statutory audit. Prior to joining our Company, Shrikant was a manager in the statutory
audit function at Deloitte Haskins & Sells. Shrikant leads the finance and accounts team and is responsible for all
the activities pertaining to accounts, treasury management and MIS. He is also in charge of ERP implementation
and overview of secretarial, taxation, statutory compliance and legal including contracts to extent relevant in his
role.
Bondapalli Veeraraghava Venkataramakrishnan
Bondapalli Veeraraghava Venkataramakrishnan (B.V.R. Krishnan), aged 45, is the ‘chief – operations’ of our
Company. He holds a bachelor’s degree in mechanical engineering from University of Madras and master’s
degree in thermal sciences and energy engineering from Anna University, Chennai. He joined our Company on
April 16, 2008. He has an experience of 18 years in PEB and Cement Industry. Prior to joining our Company,
B.V.R. Krishnan has worked with Kirby Building Systems India Limited and Tata BlueScope Steel Limited. He
is responsible for general supervision of all phases of plant operations including, production, quality control,
maintenance, receiving, and shipping. His responsibilities also include recruiting, hiring and training personnel
and facility/physical plant up-keep, capital improvements and annual budget planning and execution.
Altaeur Rahman
Altaeur Rahman, aged 45 years, is the vice president - engineering of our Company. He holds a bachelors’
degree in civil engineering from Kakatiya University (REC Warangal) and a master’s degree in structural
engineering from Jawaharlal Nehru Technological University, Hyderabad. He joined our Company on June 7,
2008. He has an experience of 21 years in design, detailing, estimation, tendering and management. Prior to
joining our Company he has worked with Emirates Building Systems-Dubai, UAE, Kirby Building Systems-
Kuwait, Zamil Steel Buildings Co. Dubai & Dammam KSA. He is responsible for engineering departments,
design, detailing, product development and technical outsourcing. Altaeur has been responsible for setting-up of
different departments, booking projects as per business plan and establishing standards for design and detailing
procedures of our Company.
Nadaraja Money Muthuramakrishnan
Nadaraja Money Muthuramakrishnan, aged 38, is the senior general manager - project management and order
management of our Company. He holds a bachelor’s degree in civil engineering from Madurai Kamaraj
University. He joined our Company on November 14, 2008. He has an experience of 18 years in designs and
execution of projects. Prior to joining our Company, he has worked with Mecon Limited, Kirby Building
Systems India Limited, Eversendai Engineering LLC, Mammut Building Systems FZE, and Tata BlueScope
Steel Limited. He is responsible for overall coordination, project controls and execution of projects.
Harikrishnan Pathayapura
Harikrishnan Pathayapura, aged 42, is the general manager - sales of our Company. He holds a bachelor’s degree
in mechanical engineering from the University of Calicut. He joined our Company on November 24, 2008 and
has an experience of 20 years in sales of pre-engineered buildings and also in fabrication and inspection of
structural steel. Prior to joining our Company, he has worked with Tata Bluescope Steel Limited. He is
responsible for business development and sales activities in the regions of Tamil Nadu and Kerala.
177
Indukuri Venkata Ramana Raju
Indukuri Venkata Ramana Raju, aged 40, is the senior general manager - sales and marketing of our Company.
He holds a master’s degree in business administration from Sikkim Manipal University. He joined our Company
on January 1, 2009 and has an experience of 14 years in sales, marketing and customer service. Prior to joining
our Company, he has worked with Tata BlueScope Steel Limited, Mammut Building Systems (Dubai) and Kirby
Building Systems India Limited. He is responsible for business development activities of our Company and sales
activities for the regions of Andhra Pradesh, Telangana, Karnataka, eastern parts of India and exports.
Durgesh Nanakram Makhijani
Durgesh Nanakram Makhijani, aged 49, is the senior general manager - sales of our Company. He holds a
bachelor’s degree in civil engineering from Kakatiya University. He joined our Company on October 21, 2010
and has an experience of 26 years in sales and marketing. Prior to joining our Company he has worked with
Everest Industries Limited, Jindal Saw Limited, Kirby Building Systems India Limited, Engineers League Inc.,
Lars Enviro Private Limited and Reva Enviro Systems Private Limited. He is responsible for business
development and sales activities in the western region of India.
Namrata Maheshwari*
Namrata Maheshwari, aged 27 years, is the executive company secretary of our Company. She is an associate
member of the Institute of Company Secretaries of India. She joined our Company on November 11, 2013 as
Executive–finance and accounts and was re-designated as executive company secretary on May 6, 2014. Prior to
joining our Company, she was associated with M/s. Bajaj Capital Insurance Broking Limited. She has an
experience of 4 years and is responsible for secretarial compliance of our Company.
*Potluri Venkateswara Rao, Shrikant Bhakkad and Namrata Maheshwari are also the key management
personnel of our Company as per the Companies Act, 2013.
Our Company has not entered into any service contracts with our Key Management Personnel which provide for
benefits upon termination of employment of our Key Management Personnel.
Relationship between Key Management Personnel
Except Aditya Narsing Rao, who is the son of Joginapally Venkata Nrupender Rao, there is no family relation
between the Key Management Personnel of our Company.
Remuneration paid to Key Management Personnel
The remuneration paid to our Key Management Personnel for the FY 2014 is as follows:
(` in million)
S.No Name of Key Management Personnel Remuneration paid
1. Joginapally Venkata Nrupender Rao Nil
2. Aditya Narsing Rao Nil
3. Potluri Venkateswara Rao 8.95
4. Shrikant Bhakkad Nil1
5. Namrata Maheshwari Nil2
6. B.V.R. Krishnan 3.53
7. Altaeur Rahman 4.74
8. Nadaraja Money Muthuramakrishnan 3.15
9. Harikrishnan Pathayapura 3.17
10. Indukuri Venkata Ramana Raju 3.22
11. Durgesh Nanakram Makhijani 3.46
1
Shrikant was appointed as CFO with effect from May 6, 2014
2
Namrata was appointed as Company Secretary with effect from May 6, 2014
Our Company has not made any payment under a bonus or a profit sharing plan to its Key Management
Personnel.
178
Shareholding of the Key Management Personnel
Except as provided in the sub-section titled “Capital Structure- Details of Equity Shares held by our Directors,
Key Management Personnel and directors of our Promoter company” on Page 90, no other Equity Shares are
held by the Key Management Personnel as of the date of this Draft Red Herring Prospectus.
Arrangement or understanding with major shareholders, customers, suppliers or others
There are no arrangements or understanding with the major shareholders, customers, suppliers or others,
pursuant to which any of the Key Management Personnel was selected as a director or member of the senior
management.
Interests of Key Management Personnel
The Key Management Personnel of our Company do not have any interest in our Company other than to the
extent of remuneration or benefits to which they are entitled as per their terms of appointment, reimbursement of
expenses incurred by them during the ordinary course of business, Equity Shares held, if any.
Changes in our Key Management Personnel in the last three years
Name Designation Date of Reason for change

appointment/change/resi
gnation
Mirza Mohammed Ali Company Secretary April 1, 2013 Appointment
Mirza Mohammed Ali Company Secretary December 5, 2013 Resignation
Shrikant Bhakkad Chief Financial Officer May 6, 2014 Appointment
Namrata Maheshwari Company Secretary May 6, 2014 Appointment
All our Key Management Personnel are permanent employees of our Company.
Payment or Benefit to Officers of our Company (Non-Salary Related)
Except as disclosed in the sub-section titled “Financial Statements” beginning on Page 190, no amount or benefit
has been paid or given to any officer of our Company within the two preceding years from the date of filing of
this Draft Red Herring Prospectus or is intended to be paid, other than in the ordinary course of their
employment and as per the policies of our Company.
179
OUR PROMOTER AND PROMOTER GROUP
Pennar Industries Limited (“PIL”) is the Promoter of our Company.
PIL currently holds 18,500,000 Equity Shares, constituting 66.85% of the pre-Issue issued, subscribed and paid-
up Equity Share capital of our Company.
Corporate Information
PIL was originally incorporated as Pennar Steels Limited on August 8, 1975 as a public limited company under
the Companies Act, 1956 and received a certificate of commencement of business on December 16, 1975. On
September 30, 1998, its name was changed to Pennar Industries Limited and a fresh certificate of incorporation
was issued by the RoC.
The registered office of PIL was originally situated at 3rd Floor, Saptagiri Towers, Begumpet, Hyderabad – 500
016, Andhra Pradesh, India and was shifted to Floor No. - 1, DHFLVC Silicon Towers, Kondapur, Hyderabad –
500 084, Andhra Pradesh, India, with effect from February 17, 2011. Subsequently, the registered office of PIL
was shifted to Floor No. 3, DHFLVC, Silicon Towers, Kondapur, Hyderabad, Telangana (erstwhile Andhra
Pradesh) – 500084, India with effect from May 10, 2013.
PIL is engaged in the business of manufacturing precision engineering products such as precision tubes, railway
wagons/coaches, sheet metal components, road safety systems, solar module mounting structures, hydraulic
products, auto components, etc.
The equity shares of PIL are presently listed on the NSE, BSE and MCX.
Board of Directors
The board of directors of PIL as on the date of this Draft Red Herring Prospectus comprises the following
directors:
S. no. Name of Director Designation
1. Joginapally Venkata Nrupender Rao Executive Chairman

2. Aditya Narsing Rao Vice chairman and managing director
3. Sita Vanka Independent non-executive director
4. Ravi Chachra Non-executive director
5. Kamalaker Rao Bandari Independent non-executive director
6. Manish Mahendra Sabharwal Independent non-executive director
7. Jupally Ramu Rao Independent non-executive director
8. Vishal Satinder Sood Non-executive director
9. Varun Chawla Independent non-executive director
10. Lavanya Kumar Rao Kondapally Whole-time/ Executive director
180
The promoters of PIL are:
S. Name of the Promoter Details

No.
1. Joginapally Venkata Nrupender Rao, 69, is also the Chairman

and non-executive Director of our Company. He is a resident
Indian national.
Joginapally Venkata Nrupender Rao resides at 8-2-

293/82/A/381 H. No. 442, Plot No. 381, Road No. 10, Jubilee
Hills, Hyderabad 500 033, Telangana, India.
Voting identification number: FZZ5603113

Driving license number: 16131993OD
For further details, see the section titled “Our Management”

beginning on Page 161.
2. Aditya Narsing Rao, 33, is also a non-executive Director of

our Company. He is a resident Indian national.
Aditya Narsing Rao resides at 8-2-293/82/A/381 442, Plot

No. 381, Road No. 10, Jubilee Hills, Hyderabad 500 033,
Telangana, India.
Voting identification number: FZZ5603147

Driving license number: DLFAP009262482005
For further details, see the section titled “Our Management”

Aditya Narsing Rao
There has been no change in the management or control of PIL in the three years immediately preceding the date of
filing of this Draft Red Herring Prospectus.
181
Shareholding Pattern
The shareholding pattern of PIL as on December 31, 2014 is as follows:
Total
shareholding as a
Total no. of Shares pledged or
Ca % of total no. of
No. of shares held otherwise encumbered
t. Total no. shares
Category of shareholder sharehol in
co of shares As a %
ders dematerializ
de A+B A+B+ of total
ed form No. of shares
(%) C (%) no. of
shares
(IX)=(V
III/(IV)*
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) 100)
A Promoter and Promoter Group
1 Indian
a Individual / HUF 19 26,145,435 26,145,435 21.72 21.72 2,500,000 9.56
b Central Government / State Government 0 0 0 0.00 0.00 0 0.00
c Bodies corporate 10 20,953,811 20,953,811 17.41 17.41 1,574,000 7.51
d Financial Institutions/Banks 0 0 0 0.00 0.00 0 0.00
e Others 0 0 0 0.00 0.00 0 0.00
Sub Total A(1) : 29 47,099,246 47,099,246 39.14 39.14 4,074,000 8.65
2 Foreign
a Individuals (NRIs / Foreign Individuals) 0 0 0 0.00 0.00 0 0.00
b Bodies Corporate 0 0 0 0.00 0.00 0 0.00
c Others
-Foreign Bodies Corporates 0 0 0 0.00 0.00 0 0.00
Sub Total A(2) : 0 0 0 0 0 0 0.00
Total A= A(1) + A (2) : 29 47,099,246 47,099,246 39.14 39.14 4,074,000 8.65
B Public Shareholding
1 Institutions
a Mutual Funds / UTI 7 2,246,950 2,246,950 1.87 1.87 0 0.00
b Financial Institutions/Banks 17 7,908,538 7,906,088 6.57 6.57 0 0.00
c Central Government/State Government(s) 0 0 0 0.00 0.00 0 0.00
d Venture Capital Funds 0 0 0 0.00 0.00 0 0.00
e Insurance Companies 0 0 0 0.00 0.00 0 0.00
f Foreign Institutional Investors 4 12,774,593 12,774,593 10.61 10.61 0 0.00
g Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00
h Others 0 0 0 0.00 0.00 0 0.00
Sub Total B(1): 28 22,930,081 22,927,631 19.05 19.05 0 0.00
2 Non - Institutions
a Bodies corporate 763 10,199,412 10,166,029 8.47 8.47 0 0.00
b Individuals
182
Total
shareholding as a
Total no. of Shares pledged or
Ca % of total no. of
No. of shares held otherwise encumbered
t. Total no. shares
Category of shareholder sharehol in
co of shares As a %
ders dematerializ
de A+B A+B+ of total
ed form No. of shares
(%) C (%) no. of
shares
( i ) Individual holding nominal share
33,487 19,262,818 17,608,813 16.01 16.01 0 0.00
capital up to ` 0.1 million
( ii ) Individual holding nominal share
209 18,469,561 18,389,561 15.35 15.35 0 0.00
capital in excess of ` 0.1 million
c Others
Clearing members 200 930,940 930,940 0.77 0.77 0 0.00
NRIs 622 1,444,501 1,329,874 1.20 1.20 0 0.00
Trusts 4 12,955 12,955 0.01 0.01 0 0.00
Sub Total B(2): 35,285 50,320,187 48,438,172 41.81 41.81 0 0.00
Total B = B(1) + B (2) : 35,313 73,250,268 71,365,803 60.86 60.86 0 0.00
Total ( A + B ) : 35,342 120,349,514 118,465,049 100.00 100.00 40,740,000 3.39
Shares Held by Custodians. against which

0 0 0 0.00 0.00 0 0.00
C Depository Receipts have been issued
0 0 0 0.00 0.00 0 0.00
GRAND TOTAL ( A + B + C) : 35,342 120,349,514 118,465,049 100.00 100.00 4,074,000 3.39

(Source: http://www.bseindia.com/corporates/ShareholdingPattern.aspx?scripcd=513228&flag_qtr=1&qtrid=84.00&Flag=New)
Our Company undertakes that the permanent account number, bank account number, company registration
number and the address of the Registrar of Companies where PIL is registered will be submitted to the Stock
Exchanges at the time of filing this Draft Red Herring Prospectus with them.
Interest of Promoter
Except as disclosed in this Draft Red Herring Prospectus, our Promoter is not interested in our Company other
than to the extent of its shareholding and the dividends declared, if any, and other distributions in respect of the
Equity Shares held by it.
For details of the build up of our Promoter’s shareholding in our Company, see sub-section titled “Capital
Structure-History of Build-up, Contribution and Lock in of Promoter’s Shareholding” on Page 83.
Except as mentioned in this section and the sections titled “Our Business”, “History and Corporate Structure”,
and “Financial Statements- Annexure 35- Restated Summary Statement of Significant Transactions with Related
Parties and Balances” on Pages 125, 155, 236, respectively, our Promoter does not have any interest in our
Company other than as a promoter.
Our Promoter is also interested in our Company to the extent of its shareholding in our Group Company, Pennar
Enviro Limited. For more details, please see the section titled “Our Group Company” on Page 180.
Interest of Promoter in the Property of our Company
Except as disclosed below, our Promoter has no interest in any property acquired or proposed to be acquired by
our Company within the two years from the date of this Draft Red Herring Prospectus, or in any transaction by
our Company for acquisition of land, construction of building or supply of machinery:
1. Our Company has entered into a lease deed dated February 13, 2014 with PIL for lease of non-
agricultural lands bearing Survey No. 89 to the extent of 3 acres 361/4 guntas situated at Ankenpally
Village and Gram Panchayat, Sadashivpet Mandal & Medak District, Andhra Pradesh, India, for a period
183
of twenty five years with effect from February 1, 2014. In terms of the said lease deed, our Company is
required to pay a rent of ` 10,000 per month with an escalation of 5% every year.
2. Our Company has entered into a sub-lease deed dated August 1, 2014 with PIL for sub-lease of the office
space on the 3rd floor of DHFLVC Silicon Towers, Kondapur, Madhapur Road, Hyderabad - 500 084,
Telangana, India, admeasuring 17, 315 sq. feet, from August 1, 2014 to July 31, 2017. In terms of the said
sub-lease deed, PIL is required to pay a rent of ` 805,148 per month with effect from August 1, 2014.
Other than the aforementioned rent, PIL is also required to pay to our Company, electricity consumption
charges, water charges, wash room maintenance and all other charges in connection with PIL’s office and
maintenance charges at the rate of ` 8.50 per sq. feet.
3. Our Company has entered into a sub-lease deed dated December 1, 2014 with PIL for sub-lease of office
space on Equatorials Forum Buildings, No. 14, Wakdewadi, Pune Mumbai Highway, Pune 411 003,
Maharashtra, India, admeasuring 1,000 sq. feet, from December 1, 2014 to November 30, 2015. In terms
of the said sub-lease deed, our Company is required to pay a rent of ` 5,000 per month with effect from
December 1, 2014.
4. Our Company has entered into a sub-lease deed dated December 1, 2014 with PIL for sub-lease of office
space on 3rd Floor, 1502, Salil Chowdary Surani, Opp: Kasba New Market, Kolkata 700 107, West
Bengal, India, admeasuring 1,000 sq. feet, from December 1, 2014 to November 30, 2015. In terms of the
said sub-lease deed, our Company is required to pay a rent of ` 5,000 per month with effect from
December 1, 2014.
Except as disclosed in the sub-section titled “Financial Statements- Annexure 35- Restated Summary Statement
of Significant Transactions with Related Parties and Balances” on Page 236, our Company has not entered into
related party transactions with our Promoter or our Group Company.
Except as disclosed in the sub-section titled “Financial Statements- Annexure 35- Restated Summary Statement
of Significant Transactions with Related Parties and Balances” on Page 236, our Promoter is not related to any
sundry debtors of our Company.
Interest of our Promoter in the Promotion of our Company
Our Promoter is interested in our Company as mentioned in the sub-section titled “Our Promoter and Promoter
Group – Common Pursuits” on Page 187 and to the extent of its shareholding in our Company and the dividend
declared, if any, by our Company.
Payment or benefits to our Promoter or Promoter Group
Except as stated in the sections titled “Financial Statements- Annexure 35- Restated Summary Statement of
Significant Transactions with Related Parties and Balances” and “Our Promoter and Promoter Group” on
Pages 236 and 180 respectively, there has been no payment or benefits to our Promoter or Promoter Group
during the two years preceding the filing of this Draft Red Herring Prospectus.
Declarations
There are no violations of securities laws committed by our Promoter, any member of our Promoter Group or
any Group Company, in the past or are currently pending against them and neither our Promoter, nor the
directors of our Promoter or the persons in control of our Promoter have been prohibited from accessing or
operating in the capital markets or restrained from buying, selling or dealing in securities under any order or
direction passed by SEBI or any other authority nor have they been detained as wilful defaulters by the RBI or
any other authority.
Our Promoter is not or has never been a promoter or person in control of any other company which is debarred
from accessing the capital market under any order or directions made by the SEBI or any other regulatory or
governmental authority.
There is no litigation or legal action pending or taken by any ministry, department of the Government or
statutory authority during the last five years preceding the date of the filing of this Draft Red Herring Prospectus
184
against our Promoter, except as disclosed under the sections titled “Risk Factors” and “Outstanding Litigation
and Defaults” on Pages 16 and 269 respectively.
Our Promoter is not interested in any entity which holds any intellectual property rights that are used by our
Company.
There have been no sales or purchases between our Company and members of the Promoter Group where such
sale or purchase exceed in value in the aggregate 10.00% of the total sales or purchases of our Company.
Common Pursuits
Pursuant to a non-compete agreement dated February 4, 2015, our Promoter, Promoter Group and Group
Company have undertaken not to, directly or indirectly, engage or otherwise carry on or participate or be
engaged in any business or services competing with our Company’s business or acquire interest in any business
or services competing with our Company’s business, for a period of ten years, except any ongoing projects that
may be in competition with our Company’s business. Our Company has also undertaken to directly or indirectly,
engage or otherwise carry on or participate or be engaged in any business or services competing with the
business of our Promoter or acquire interest in any business or services competing with the business of our
Promoter, being manufacturing of cold rolled steel strips and engineered steel products/ cold rolled profiles/
sections, tubes (including electric resistant welded, cold drawn tubes among others), building products, railway
products and solar structures and other industrial components (press metal components for automotive and white
goods segment), except any ongoing projects of our Company that may be in competition with our Promoter’s
business.
Change in Management and Control of our Company
There has been no change in management and control of our Company.
Group Companies and Interest of Promoter
For details on our Group Company and the nature and extent of interest of our Promoter in our Group Company,
see the section titled “Our Group Company” on Page 186.
Companies/Firms from which our Promoter has disassociated in the last three years
Our Promoter has not disassociated with any companies in the three years preceding the date of filing of this
Draft Red Herring Prospectus.
Promoter Group
In addition to our Promoter, the following individuals and HUF form part of our Promoter Group:
1. Joginapally Venkata Nrupender Rao;

2. Aditya Narsing Rao;
3. Joginapally Venkata Nrupender Rao (HUF);
4. Joginpalli Rajyalakshmi Rao;
5. D. Sudeepta Rao; and
6. Avanti Rao.
185
OUR GROUP COMPANY
As on the date of this Draft Red Herring Prospectus, Pennar Enviro Limited is our only Group Company within
the meaning of ‘group companies’ under SEBI ICDR Regulations.
The details of our Group Company are as follows:
Corporate Information
Pennar Enviro Limited (“PEL”) was originally incorporated as a public limited company under the name Pennar
Energy Limited on March 14, 2008 under the Companies Act, 1956 bearing corporate identification no.
U40105AP2008PLC058171. Subsequently, the name of the company was changed to Pennar Chemical Limited
on February 22, 2010 with CIN U24100AP2008PLC058171 and then to Pennar Enviro Limited on December
16, 2011 with CIN U74900AP2008PLC058171. PEL received its certificate for commencement of business on
April 1, 2008. PEL’s main objects are inter alia, to carry on the business as general engineers, mechanical
engineers, process engineers, civil engineers, general mechanical and civil contractors and to enter into contracts,
joint ventures and special purpose vehicles in relation to and to erect, construct, supervise, maintain, alter, repair,
pull down and restore, either alone or jointly with other companies or persons, works of all descriptions
including plants of all descriptions, water works, water treatment plants, factories, mills, refineries, pipelines, gas
works, electric works, power plants and to undertake turnkey projects of every description and to undertake the
supervision of any plant or factory and to invest in or acquire interest in companies on the above business.
PEL is in the business of providing waste water treatment solutions, fuel additives and turnkey solutions which
includes design, manufacturing , supply and erection of water treatment plants, sewage treatment plants, effluent
treatment plants , bio toilets etc.
Interest of our Promoters
Our Promoter, PIL, holds 51.03% of the equity share capital of PEL.
Financial information
(`in million, except per share data)
For the year ended
Particulars March 31, 2014 March 31, 2013 March 31, 2012
Equity capital 83.68 83.68 40.98
Sales and other income 162.14 56.88 56.08
Profit/Loss after tax 1.19 0.57 0.32
Reserves and surplus (excluding revaluation
6.15 4.96 4.39
reserves)
Earnings per share (Basic) 0.14 0.10 0.08
Earnings per share (Diluted) 0.14 0.10 0.08
Net Asset Value per share 10.73 10.59 11.07
1. Group Companies with negative net-worth:
Our Group Company does not have a negative net-worth.
2. Joint Venture Company with negative networth:
Our Company does not have any joint-venture company.
3. Group Companies incorporated outside India with negative net-worth:
Our Company does not have any Group Companies incorporated outside India.
4. Loss making Group Companies:
Our Company does not have any loss making Group Companies.
186
Nature and Extent of Interest of Group Company
(a) In the promotion of our Company
Our Group Company does not have any interest in the promotion of our Company.
(b) In the properties acquired or proposed to be acquired by our Company in the past two years before
filing this Draft Red Herring Prospectus with SEBI
Our Group Company does not have any interest in the properties acquired or proposed to be acquired by
our Company in the two years preceding the filing of this Draft Red Herring Prospectus.
(c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Company does not have any interest in any transactions for the acquisition of land,
construction of building or supply of machinery.
(d) In the business interest of our Company
Our Group Company does not have any business interests in our Company.
Litigation
For details relating to the legal proceedings involving the Group Company, see the section titled “Outstanding
Litigation and Defaults” on Page 269.
Common Pursuits
Our Group Company does not have objects similar to that of our Company.
Pursuant to a non-compete agreement dated February 4, 2015, our Promoter, Promoter Group and Group
Company have undertaken not to, directly or indirectly, engage or otherwise carry on or participate or be
engaged in any business or services competing with our Company’s business or acquire interest in any business
or services competing with our Company’s business, for a period of ten years, except any ongoing projects that
may be in competition with our Company’s business. Our Company has also undertaken to directly or indirectly,
engage or otherwise carry on or participate or be engaged in any business or services competing with the
business of our Promoter or acquire interest in any business or services competing with the business of our
Promoter, being manufacturing of cold rolled steel strips and engineered steel products/ cold rolled profiles/
sections, tubes (including electric resistant welded, cold drawn tubes among others), building products, railway
products and solar structures and other industrial components (press metal components for automotive and white
goods segment), except any ongoing projects of our Company that may be in competition with our Promoter’s
business.
For, further details on related party transactions, to the extent of which our Company is involved, see the sub-
section titled “Financial Statements- Annexure 35- Restated Summary Statement of Significant Transactions with
Related Parties and Balances” on Page 236.
There are no common pursuits among our Group Company and our Company.
Related Business Transactions within the Group Companies and significance on the financial
performance of our Company
Except as stated in this Draft Red Herring Prospectus and other than the related party transactions for the eight
months ended November, 2014 and each of the years ended March 31, 2014, 2013, 2012, 2011 and 2010 as
disclosed in the sub- section titled “Financial Statements- Annexure 35- Restated Summary Statement of
Significant Transactions with Related Parties and Balances” on Page 236, there are no other related business
transactions within the Group Company.
187
Sale/Purchase between Group Companies
Our Group Company is not involved in any sales or purchase with our Company where such sales or purchases
exceed in value in the aggregate 10.00% of the total sales or purchases of our Company.
Sick Company
Our Group Company is not a sick company under the Sick Industrial Companies Act, 1985 and no winding up
proceedings have been initiated against it. Further no application has been made, in respect of our Group
Company, to the Registrar of Companies for striking off its name. Additionally, our Group Company has not
become defunct in the five years preceding the filing of this Draft Red Herring Prospectus.
Other Confirmations
As on the date of this Draft Red Herring Prospectus, other than Pennar Enviro Limited and our Company, there
are no companies, firms and ventures that have been promoted by our Promoter.
Further, our Group Company has confirmed that it has not been declared as wilful defaulter by the RBI or any
other governmental authority and there are no violations of securities laws committed by it in the past and no
proceedings pertaining to such penalties are pending against it. Our Group Company is not listed nor has
undertaken a public or rights issue in the last ten years preceding the date of this Draft Red Herring Prospectus.
Additionally, our Group Company has not been restrained from accessing the capital markets for any reasons by
the SEBI or any other authorities.
188
DIVIDEND POLICY
The declaration and payment of dividends will be recommended by our Board of Directors and approved by our
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act and will depend on a number of factors, including but not limited to the future
expansion plans and capital requirements, profit earned during the financial year, liquidity, applicable legal
restrictions and taxes including dividend distribution tax payable by our Company. In addition, our ability to pay
dividends may be impacted by a number of factors, including restrictive covenants under the loan or financing
arrangements our Company is currently availing of or may enter into to finance our fund requirements for our
business activities. For further details, see the sub-section titled “History and Corporate Structure- Summary of
Key Agreements” beginning on Page 157 and the section titled “Financial Indebtedness” beginning on Page 263.
Our Company has not declared any dividends on its Equity Shares or CCPS, since its incorporation.
Our Company does not have a formal dividend policy.
189
SECTION V: FINANCIAL INFORMATION
FINANCIAL STATEMENTS
RESTATED FINANCIAL STATEMENTS
190
INDEPENDENT AUDITOR'S REPORT ON RESTATED FINANCIAL STATEMENTS AS REQUIRED
UNDER PART I OF CHAPTER III OF COMPANIES ACT, 2013, READ WITH RULE 4 OF
COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014
TO THE BOARD OF DIRECTORS OF

9th floor, west wing,
DHFLVC silicon towers,
Kondapur,
Hyderabad - 500 084, India.
Dear Sirs,
1. We have examined the attached restated financial information of Pennar Engineered Building Systems
Limited(‘the Company’) as at November 30, 2014 and March 31, 2014, 2013, 2012, 2011 and 2010 and for the
eight-months ended November 30, 2014 and each of the years ended March 31, 2014, 2013, 2012, 2011 and
2010 (the “Restated Financial Statements”) as approved by the Board of Directors of the Company at their
meeting held on February 11, 2015 for the purpose of inclusion in the offer document prepared by the Company
in connection with the proposed initial public offering (IPO) of its equity shares including an Offer for Sale of
shares by the Selling Shareholders, prepared in terms of the requirements of:
a) Part I of Chapter III of the Companies Act, 2013 ("the Act") read with Rule 4 of Companies (Prospectus and
Allotment of Securities) Rules, 2014 (“the Rules); and
b) the Securities and Exchange Board Of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 as amended from time to time in pursuance of provisions of Securities and Exchange Board of India
Act, 1992 ("SEBI-ICDR Regulations").
2. We have examined such Restated Financial Statements taking into consideration
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated January 6, 2015 in connection with the proposed IPO of the Company; and
b) The Guidance Note (Revised) on Reports in Company Prospectuses issued by the Institute of Chartered
Accountants of India.
3. These Restated Financial Statements have been compiled from the audited financial statements as at November
30, 2014 and March 31, 2014, 2013, 2012, 2011 and 2010 and for the eight-months ended November 30, 2014
and each of the years ended March 31, 2014, 2013, 2012, 2011 and 2010 which have been approved by Board of
directors at their meetings held on February 11, 2015, May 6, 2014, May 9, 2013, May 28, 2012, July 19, 2011
and May 26, 2010 respectively.
4. Based on our examination, we further report that:
a) The Restated Summary Statement of Assets and Liabilities of the Company as at eight months ended
November 30, 2014 and as at year ended March 31, 2014, 2013, 2012, 2011 and 2010, as set out in
Annexure-1 to this report, have been arrived at after making adjustments and regrouping as in our
opinion were appropriate and more fully described in Annexure 5 – Restated Summary Statement of
adjustments to audited financial statements
b) The Restated Summary Statement of Profit and Loss of the Company for the eight-months ended
November 30, 2014 and each of the years ended March 31, 2014, 2013, 2012, 2011 and 2010, as set out
in Annexure-2 to this report, have been arrived at after making adjustments and regrouping as in our
adjustments to audited financial statements.
c) The Restated Summary Statement of Cash Flows of the Company for the eight-months ended November
30, 2014 and each of the years ended March 31, 2014, 2013, 2012, 2011 and 2010, as set out in
191
Annexure-3 to this report, have been arrived at after making adjustments and regrouping as in our
adjustments to audited financial statements.
d) The Summary of Significant Accounting Policies and Notes to Accounts of the Company for the eight-
months ended November 30, 2014 and each of the years ended March 31, 2014, 2013, 2012, 2011 and
2010, as set out in Annexure 4 to this report, have been arrived at after making adjustments and
regrouping as in our opinion were appropriate and more fully described in Annexure 5 – Restated
Summary Statement of adjustments to audited financial statements.
Based on the above, according to the information and explanations given to us, we are of opinion that the
Restated Financial Statements have been made after incorporating adjustments for the material amounts in the
respective financial years/period to which they relate.
Further, there are no changes in the accounting policies adopted by the Company in the financial years/periods
covered by this report which would require adjustment in the Restated Financial Statements.
There are no qualifications in Auditors’ Reports which would require an adjustment in the restated financial
information.
There are no extra-ordinary items that need to be disclosed separately in the accounts requiring adjustments.
5. We have also examined the following restated financial information of the Company set out in the Annexures,
proposed to be included in the offer document, prepared by the management and approved by the Board of
Directors on February 11, 2015 for the eight-months ended November 30, 2014 and for the years ended March
31, 2014, 2013, 2012, 2011 and 2010.
(i) Annexure 6 - Restated Summary Statement of Share capital

(ii) Annexure 7 - Restated Summary Statement of Reserves and surplus
(iii) Annexure 8 - Restated Summary Statement of Long-term borrowings
(iv) Annexure 9 - Restated Summary Statement of Deferred tax liabilities(net)
(v) Annexure 10 - Restated Summary Statement of Other long term liabilities
(vi) Annexure 11 - Restated Summary Statement of Long-term provisions.
(vii) Annexure 12 - Restated Summary Statement of Short-term borrowings
(viii) Annexure 13 - Restated Summary Statement of Trade payables
(ix) Annexure 14 - Restated Summary Statement of Other current liabilities
(x) Annexure 15 - Restated Summary Statement Short-term provisions
(xi) Annexure 16 - Restated Summary Statement of Fixed assets
(xii) Annexure 17 - Restated Summary Statement of Non-current investments
(xiii) Annexure 18 - Restated Summary Statement of Long-term loans and advances
(xiv) Annexure 19 - Restated Summary Statement of Other non-current assets
(xv) Annexure 20 - Restated Summary Statement of Current investments
(xvi) Annexure 21 - Restated Summary Statement of Inventories
(xvii) Annexure 22 - Restated Summary Statement of Trade receivables
(xviii) Annexure 23 - Restated Summary Statement of Cash and cash equivalents
(xix) Annexure 24 - Restated Summary Statement of Short-term loans and advances
(xx) Annexure 25 - Restated Summary Statement of Other current assets
(xxi) Annexure 26 - Restated Summary Statement of Revenue from operations
(xxii) Annexure 27 - Restated Summary Statement of Other operating revenue
(xxiii) Annexure 28 - Restated Summary Statement of Other income
(xxiv) Annexure 29 - Restated Summary Statement of Cost of materials consumed
(xxv) Annexure 30 - Restated Summary Statement of Employee benefits expenses
(xxvi) Annexure 31 - Restated Summary Statement of Finance costs
(xxvii) Annexure 32 - Restated Summary Statement of Other expenses
(xxviii) Annexure 33 - Statement of Tax Shelters
(xxix) Annexure 34 - Statement of Capitalisation
(xxx) Annexure 35 - Restated Summary of significant transactions with related parties and balances.
(xxxi) Annexure 36 - Restated Summary Statement of dividend paid/proposed by the Company
192
In our opinion, the above financial information contained in Annexures 1 to 36 accompanying this report, read
with significant accounting policies and notes annexed to the Restated Financial Statements , are prepared after
making adjustments and regroupings as considered appropriate and have been prepared in accordance with
Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of Securities)
Rules, 2014, to the extent applicable; SEBI-ICDR Regulations and the Guidance Note issued in this regard by
the ICAI, as amended from time to time, and in terms of our engagement as agreed with you.
6. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to
herein.
7. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
8. Our report is intended solely for use of the management for inclusion in the offer document in connection with
the proposed issue of equity shares of the Company. Our report should not be used, referred to or distributed for
any other purpose except with our prior consent in writing.
For Deloitte Haskins & Sells

Chartered Accountants
ICAI Firm Registration Number: 008072S
Ganesh Balakrishnan
Partner
(Membership No. 201193)
Place: Secunderabad
Date: February 11, 2015
193
ANNEXURE - 1 : RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
Assets and Liabilities of the Company as at each year end read with significant accounting policies, after
making adjustments as stated in the notes to accounts, are set out below.
(₹ in million)
Particulars Annexure As at 30 As at 31 March,
November, 2014 2013 2012 2011 2010
2014
A EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 6 304.69 304.69 274.91 250.00 250.00 250.00
(b) Reserves and surplus 7 811.87 771.29 429.01 166.85 61.03 2.36
1,116.56 1,075.98 703.92 416.85 311.03 252.36
2 Non-current liabilities
(a) Long-term borrowings 8 1.21 1.51 - 36.74 0.87 272.50
(b) Deferred tax liabilities (net) 9 32.99 29.80 16.00 26.64 19.91 0.77
(c) Other long-term liabilities 10 28.87 22.93 16.59 6.99 4.84 -
(d) Long-term provisions 11 32.36 15.27 10.73 6.72 2.98 1.27
95.43 69.51 43.32 77.09 28.60 274.54
3 Current liabilities
(a) Short-term borrowings 12 328.42 344.63 494.43 477.29 509.82 138.71
(b) Trade payables 13 707.54 834.55 529.68 454.10 239.81 45.89
(c) Other current liabilities 14 399.49 265.13 527.82 406.83 196.30 113.91
(d) Short-term provisions 15 23.34 50.74 77.62 4.16 14.85 2.36
1,458.79 1,495.05 1,629.55 1,342.38 960.78 300.87
TOTAL 2,670.78 2,640.54 2,376.79 1,836.32 1,300.41 827.77
B ASSETS
1 Non-current assets
(a) Fixed assets 16
(i) Tangible assets 618.13 608.24 445.86 461.47 468.89 391.70
(ii) Intangible assets 35.70 16.59 16.98 17.24 13.10 13.22
(iii) Capital work-in-progress 3.18 61.44 137.50 14.77 2.72 0.99
657.01 686.27 600.34 493.48 484.71 405.91
(b) Non-current Investments 17 - - - 0.10 - -
(c) Long-term loans and
18 18.07 19.16 11.31 23.80 8.58 5.63
advances
(d) Other non-current assets 19 - - 38.02 35.53 - -
675.08 705.43 649.67 552.91 493.29 411.54
2 Current assets
(a) Current investments 20 - 255.01 33.00 - - -
(b) Inventories 21 977.70 661.25 455.59 432.28 441.93 149.02
(c) Trade receivables 22 712.30 680.80 633.60 431.95 246.66 70.91
(d) Cash and cash equivalents 23 41.96 61.34 258.99 60.85 54.20 69.24
(e) Short-term loans and
24 153.27 185.64 86.00 79.86 48.26 126.98
advances
(f) Other current assets 25 110.47 91.07 259.94 278.47 16.07 0.08
1,995.70 1,935.11 1,727.12 1,283.41 807.12 416.23
TOTAL 2,670.78 2,640.54 2,376.79 1,836.32 1,300.41 827.77
Summary of Significant
Accounting Policies and Notes 4
to Accounts
The accompanying summary of significant accounting policies and notes to accounts (Annexure - 4) are an integral
part of this statement.
194
ANNEXURE - 2: RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS
Profits of the Company for each year, read with significant accounting policies, after making adjustments as
stated in the notes to accounts, are set out below.
(₹ in million)
Particulars Anne For the For the year ended 31 March,
xure eight months 2014 2013 2012 2011 2010
period ended
30
November,
2014
1 Revenue from operations 26 2,586.22 4,022.3 3,131.65 2,686.05 1,595.05 323.00
(gross) 7
Less: Excise duty 232.27 379.08 261.70 227.50 133.85 13.85
Revenue from operations (net) 2,353.95 3,643.2 2,869.95 2,458.55 1,461.20 309.15
9
2 Other operating revenue 27 17.61 26.23 30.51 26.98 13.58 -
3 Other income 28 11.20 27.95 9.15 3.60 3.10 1.47
4 Total Revenue (1+2+3) 2,382.76 3,697.4 2,909.61 2,489.13 1,477.88 310.62
7
5 Expenses
(a) Cost of materials consumed 29A 1,533.98 2,213.7 1,734.07 1,549.00 977.54 214.68
6
(b) Changes in inventories of 29B (224.25) (139.36 13.92 (66.20) (103.26) (51.15)
finished goods and work-in- )
progress
(c) Employee benefits expense 30 187.17 223.08 181.13 143.49 94.12 53.24
(d) Finance costs 31 66.53 77.00 115.36 109.54 67.91 16.19
(e) Depreciation and 16c 38.76 33.48 30.92 28.78 20.07 4.62
(f) Other expenses 32 718.11 1,001.7 610.65 567.65 332.67 69.34
4
Total Expenses 2,320.30 3,409.7 2,686.05 2,332.26 1,389.05 306.92
0
6 Profit before tax as restated 62.46 287.77 223.55 156.87 88.83 3.70
(4-5)
7 Tax expense:
(a) Current tax expense 16.67 92.53 86.20 44.68 12.60 0.53
(b) Deferred tax 3.75 13.80 (12.06) 5.58 19.15 0.77
(c) Fringe benefit tax - - 0.04 - - -
Add/(Less) Adjustment on 0.38 (0.42) 1.74 0.79 (1.59) 0.04
account of restatement - Refer
Annexure - 5
20.80 105.91 75.93 51.05 30.16 1.34
8 Profit for the year as restated 41.66 181.86 147.62 105.82 58.67 2.36
(6-7)
9 Earnings per equity share 4 II
(nominal value of share ₹ 10 (8)
each):
(a) Basic 1.45 7.06 5.81 4.23 2.35 0.17
(b) Diluted 1.37 6.03 5.81 4.23 2.35 0.17
Summary of Significant 4
Accounting Policies and Notes
to Accounts
The accompanying summary of significant accounting policies and notes to accounts (Annexure - 4) are an integral
part of this statement.
195
ANNEXURE -3: RESTATED SUMMARY STATEMENT OF CASH FLOWS
Cash Flows of the Company for each year, read with significant accounting policies, after making adjustments
as stated in the notes to accounts, are set out below.
(₹ in million)
months period 2014 2013 2012 2011 2010
ended
30 November,
2014
Cash flow from operating activities:
Profit before Tax as restated 62.46 287.77 223.55 156.87 88.83 3.70
Adjustments for:
Finance costs (excluding unrealised
exchange loss) 66.53 77.00 112.46 109.54 67.91 16.20
Loss on sale of assets - 0.69 - 0.02 0.58 (0.14)
Provision for doubtful trade and other
receivables, loans and advances (net) 13.84 20.36 6.99 4.85 0.24 -
Dividend Received (6.70) (4.01) - - - -
Net gain on sale of investment - (8.29) - - - -
Interest income (2.94) (14.57) (4.50) (2.33) (1.29) (0.15)
Rental income from operating leases (7.97) (16.41) (4.51) (3.18) (0.51) -
Net unrealised exchange loss - - 2.90 0.11 - -
Operating profit before working
capital changes 163.98 376.02 367.79 294.65 175.85 24.23
Changes in working capital:
Adjustments for (increase) /
decrease in operating assets:
Trade receivables (45.34) (67.54) (206.76) (189.25) (175.74) (71.40)
Inventories (316.45) (205.66) (23.31) 9.65 (292.90) (149.02)
Short-term loans and advances 32.37 (89.62) (8.19) (38.78) 85.30 (126.39)
Long-term loans and advances (0.03) (6.35) 1.11 (5.55) (1.83) (0.48)
Other current assets (16.72) 169.70 18.75 (30.39) (15.76) -
Other non current assets - 34.62 (2.49) (34.62) - -
Adjustments for increase /
(decrease) in operating liabilities:
Other current liabilities 132.32 (217.80) 119.14 (42.98) 104.02 89.24
Other long-term liabilities 5.94 6.33 9.60 2.14 (0.55) -
Short-term provisions 2.69 (2.46) 0.51 0.77 1.70 2.03
Long-term provisions 17.09 4.54 4.01 3.74 1.71 0.74
Trade payables (127.03) 304.88 75.58 214.19 162.57 40.48
Cash generated (used in) / from
operations (151.18) 306.66 355.74 183.57 44.37 (190.57)
Net income tax paid (47.12) (116.53) (18.24) (46.93) (8.38) (2.48)
Net cash flow (used in) / from
operating activities " A " (198.30) 190.13 337.50 136.64 35.99 (193.05)
Cash flow from Investing activities:
Purchase of fixed assets, including
capital work-in-progress and capital
advances (7.07) (127.66) (124.03) (60.89) (97.82) (301.96)
Proceeds from sale of fixed assets - 0.61 0.02 0.02 0.59 -
towards bank guarantee - (41.25) - - - -
Dividend received 6.70 - - - - -
Interest received 0.26 17.14 4.43 1.69 1.06 0.15
Current Investments
- Purchased - (1,041.85) (33.00) - - -
- Proceeds from Sale 255.01 832.15 - - - -
Purchase of long-term investments - - - (0.10) - -
Inter corporate deposit placed - (10.02) - - - -
Rental income from operating leases 7.97 16.41 5.00 2.66 0.51 -
Net cash from / (used in) investing
activities " B " 262.87 (354.47) (147.58) (56.62) (95.66) (301.81)
196
months period 2014 2013 2012 2011 2010
ended
30 November,
2014
Cash Flow from financing activities
Proceeds from issue of preference
shares (net of expenses) - 190.21 139.44 - - 143.30
Proceeds from long-term borrowings - 159.82 - 86.09 1.18 290.00
Repayment of long term borrowings (0.27) (194.00) (40.87) (10.21) (20.10) -
Net increase in working capital
borrowings 83.79 23.37 72.91 8.54 130.07 138.71
Proceeds from short term borrowings - - 197.61 220.17 - 2.50
Repayment of other short-term
borrowings (100.00) (173.17) (253.38) (272.50) - -
Finance Cost (67.47) (80.79) (107.49) (105.46) (66.52) (13.05)
Net cash (used in) / from financing
activities " C " (83.95) (74.56) 8.22 (73.37) 44.63 561.46
Net (decrease) / increase in Cash
and cash equivalents (A+B+C) (19.38) (238.90) 198.14 6.65 (15.04) 66.60

beginning of the year 20.09 258.99 60.85 54.20 69.24 2.64
Cash and cash equivalents at the end
of the year 0.71 20.09 258.99 60.85 54.20 69.24
Reconciliation of Cash and cash
equivalents with the Balance Sheet:
Cash and cash equivalents 41.96 61.34 258.99 60.85 54.20 69.24
Less: Bank balances not considered
as Cash and cash equivalents as
Statements:
(i) In earmarked accounts
towards bank guarantees 41.25 41.25 - - - -
Net Cash and cash equivalents (as
Statements)
end of the year* 0.71 20.09 258.99 60.85 54.20 69.24
* Comprises:
(a) Cash on hand 0.02 0.01 0.02 0.06 0.01 0.03
(b) Cheques, drafts on hand - - 6.00 - - -
end of the year 0.71 20.09 258.99 60.85 54.20 69.24
Note
Cash Flow Statement been prepared under the Indirect method as set out in the Accounting Standard 3 on Cash Flow
Statements.
ANNEXURE – 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO

ACCOUNTS
Significant Accounting Policies consistently adopted for all the years presented in the Restated Summary
Statements are set out below.
4-I CORPORTE INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
1. Corporate information
197
Pennar Engineered Building Systems Limited is into design, manufacture, supply, service and installation
of pre engineered steel buildings, building components and erection for industries, warehouses, commercial
centres, multi storied buildings, aircraft hangars, defence installations, many others.
The company's registered office is at Hyderabad and manufacturing plant is located at Sadashivpet, Medak
district of Andhra Pradesh
The Interim financial statements are prepared for the eight months period ended 30 November, 2014, in
accordance with the Accounting Standard 25 (‘Interim Financial Reporting’), as notified under the
Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of Section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of
Corporate Affairs).
2. Significant accounting policies
2.1. Basis of accounting and preparation of financial statements
The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under
Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect
of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13
September, 2013 of the Ministry of Corporate Affairs and the relevant provisions of the 1956 Act/ 2013
Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost
convention. The accounting policies adopted in the preparation of the financial statements are consistent
with those followed in the previous year.
2.2. Use of estimates
The preparation of the financial statements in conformity with Indian GAAP requires the Management to
make estimates and assumptions considered in the reported amounts of assets and liabilities (including
contingent liabilities) and the reported income and expenses during the year. The Management believes
that the estimates used in preparation of the financial statements are prudent and reasonable. Future results
could differ due to these estimates and the differences between the actual results and the estimates are
recognised in the years in which the results are known / materialise.
2.3. Inventories
Raw materials, Finished goods, Work-in-progress, Stores & Spares and Scrap are valued at the lower of
cost (weighted average basis) and the net realisable value after providing for obsolescence and other losses,
where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including
octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods
include appropriate proportion of overheads and where applicable, excise duty. Goods in transit are valued
at cost.
2.4. Cash and cash equivalents (for purposes of Cash Flow Statement)
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term (with an
original maturity of three months or less from the date of acquisition), highly liquid investments that are
readily convertible into known amounts of cash and which are subject to insignificant risk of changes in
value.
2.5. Cash flow statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The cash flows from operating, investing and financing activities of the Company are segregated based on
the available information.
2.6. Depreciation and amortisation
198
Upto 31 March, 2014, depreciation has been provided on the straight-line method as per the rates prescribed
in Schedule XIV to the Companies Act, 1956 except in respect of the following categories of assets, in
whose case the life of the assets has been assessed as under: Effective from 1 April, 2014, the company
has charged depreciation on the Straight line method based on the revised remaining useful life of assets as
per the requirements of Schedule II of the Companies Act, 2013.
Leasehold improvements are amortised over the duration of the lease
Intangible assets are amortised over their estimated useful life as follows:
License fees, over the duration of license or 10 years whichever is less
Software over the duration of 10 years
Assets costing less than ₹ 5,000 each are fully depreciated in the year of capitalisation.
2.7. Revenue recognition
Sale of goods and income from services
Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of
ownership to the buyer, which generally coincides with the delivery of goods to customers.
Revenue from services is recognised as per the terms of the contract with the customer using the
proportionate completion method. Percentage of completion is determined as a proportion of the costs
incurred upto the reporting date to the total estimated costs.
Sales include Excise duty.
2.8. Other income
Interest income is accounted on accrual basis. Dividend income is accounted for when the right to received
is established.
2.9. Tangible fixed assets
Fixed assets are carried at cost net of Cenvat and VAT less accumulated depreciation. The cost of fixed
assets includes all the financial costs and other incidental expenses upto the date of commissioning.
Machinery spares which can be used only in connection with an item of fixed asset and whose use is
expected to be irregular are capitalised and depreciated over the useful life of the principal item of the
relevant assets. Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if
such expenditure results in an increase in the future benefits from such asset beyond its previously assessed
standard of performance.
Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included
in the project cost till commissioning of the project.
Capital work-in-progress:
Projects under which tangible fixed assets are not ready for their intended use and other capital work-in-
progress are carried at cost, comprising direct cost, related incidental expenses and attributable interest.
2.10. Intangible assets
Intangible assets are carried at cost less accumulated amortisation. The cost of an intangible asset comprises
its purchase price, including any import duties and other taxes (other than those subsequently recoverable
from the taxing authorities), and any directly attributable expenditure on making the asset ready for its
intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after
its purchase / completion is recognised as an expense when incurred unless it is probable that such
expenditure will enable the asset to generate future economic benefits in excess of its originally assessed
standards of performance and such expenditure can be measured and attributed to the asset reliably, in
which case such expenditure is added to the cost of the asset.
199
2.11. Foreign currency transactions and translations
Initial recognition
Transactions in foreign currencies entered into by the Company are accounted at the exchange rates
prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the
transaction.
Measurement at the balance sheet date
Foreign currency monetary items (other than derivative contracts) of the Company, outstanding at the
balance sheet date are restated at the year-end rates. Non-monetary items of the Company are carried at
historical cost.
Exchange differences arising out of these translations are charged to the Statement of Profit and Loss.
Accounting of forward contracts
Premium / discount on forward exchange contracts, which are not intended for trading or speculation
purposes, are amortised over the period of the contracts if such contracts relate to monetary items as at the
balance sheet date.
2.12. Government grants, subsidies and export incentives
Government grants and subsidies are recognised when there is reasonable assurance that the Company will
comply with the conditions attached to them and the grants / subsidy will be received. Government grants
whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets
are presented by deducting them from the carrying value of the assets. The grant is recognised as income
over the life of a depreciable asset by way of a reduced depreciation charge.
Income from sales tax and power incentives are recognised on accrual basis, when the right to receive the
credit is established and there is no significant uncertainty regarding the ultimate collection.
Other government grants and subsidies are recognised as income over a period necessary to match them
with the costs for which they are intended to compensate, on a systematic basis.
2.13. Investments
Long-term investments, are carried individually at cost less provision for diminution, other than temporary.
Cost of investments includes acquisition charges such as brokerage, fees and duties.
Current Investment
Current investments are carried individually, at the lower of cost and fair value.
2.14. Employee benefits
Employee benefits include provident fund, gratuity fund and compensated absences.
Defined contribution plans
The Company's contribution to provident fund and employee state insurance scheme are considered as
defined contribution plans and are charged as an expense as they fall due based on the amount of
contribution required to be made.
Defined benefit plans
For defined benefit plans in the form of gratuity fund the cost of providing benefits is determined using the
Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.
200
Actuarial gains and losses are recognised in the Statement of Profit and Loss in the year in which they
occur. Past service cost is recognised immediately to the extent that the benefits are already vested and
otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The
retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined
benefit obligation as adjusted for unrecognised past service cost.
Short-term employee benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services
rendered by employees are recognised during the year when the employees render the service. These
benefits include performance incentive and compensated absences which are expected to occur within
twelve months after the end of the year in which the employee renders the related service. The cost of such
compensated absences is accounted as under :
a) in case of accumulated compensated absences, when employees render the services that increase their
entitlement of future compensated absences; and
b) in case of non-accumulating compensated absences, when the absences occur.
Long-term employee benefits
Compensated absences which are not expected to occur within twelve months after the end of the year in
which the employee renders the related service are recognised as a liability at the present value of the
defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the
obligations are expected to be settled.
2.15. Leases
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with
the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the
Statement of Profit and Loss on a straight-line basis.
2.16. Earnings per share
Basic earnings per share is computed by dividing the profit after tax as adjusted for preference dividend by
the weighted average number of equity shares outstanding during the year. Diluted earnings per share is
computed by dividing the profit after tax, by the weighted average number of equity shares considered for
deriving basic earnings per share and the weighted average number of equity shares which could have been
issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be
dilutive only if their conversion to equity shares would decrease the net profit per share from continuing
ordinary operations.
2.17. Taxes on income
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance
with the provisions of the Income Tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits
in the form of adjustment to future income tax liability, is considered as an asset if there is convincing
evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the
Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.
Deferred tax is recognised on timing differences, being the differences between the taxable income and the
accounting income that originate in one period and are capable of reversal in one or more subsequent
periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at
the reporting date. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.
2.18. Impairment of assets
The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for
impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and
impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The
201
recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by
discounting the future cash flows to their present value based on an appropriate discount factor.
2.19. Provisions and contingencies
A provision is recognised when the Company has a present obligation as a result of past events and it is
probable that an outflow of resources will be required to settle the obligation in respect of which a reliable
estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value
and are determined based on the best estimate required to settle the obligation at the Balance Sheet date.
These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent
liabilities are disclosed in the Notes. Contingent assets are not recognised in the financial statements.
2.20. Share issue expenses
Share issue expenses are adjusted against the Securities premium account as permissible under Section
78(2) of the Companies Act, 1956, to the extent balance is available for utilisation in the Securities
Premium Account.
2.21. Insurance claims
Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the
extent that there is no uncertainty in receiving the claims.
2.22. Service tax input credit
Service tax input credit is accounted for in the books in the year in which the underlying service received
is accounted and when there is no uncertainty in availing / utilising the credits.
2.23. Operating Cycle
Based on the nature of products / activities of the Company and the normal time between acquisition of
assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as
12 months for the purpose of classification of its assets and liabilities as current and non-current.
4-II Notes to Accounts (Notes to Accounts are restated, as applicable, and include notes specific to the
Restated Summary Statements, set out below).
1. Contingent liabilities and commitments
(₹ in million)
November, 2014 2013 2012 2011 2010
2014
Contingent liabilities and
(i) commitments (to the extent not
provided for)
Estimated amount of contracts
remaining to be executed on
(a) 5.35 1.70 2.35 31.92 - 1.22
capital account and not
provided for Tangible assets
Entity is providing leak proof

warranty for customers who opt
a) - - - - - -
for Double lock roofing
system.
Dividend on compulsory
b) convertible preference shares - 13.43 7.96 2.49 - - -
refer annexure -6 - iv(b)
202
November, 2014 2013 2012 2011 2010
2014
c) Disputed excise duty liability

for which the company 0.03 - - - - -
preferred appeal
2. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development
Act, 2006
(₹ in million)
As at As at 31 March,
November 2014 2013 2012 2011 2010
Particulars 30, 2014
Principal amount remaining
unpaid to any supplier as at the
(i) 15.59 37.89 2.91 - 5.74 -
end of the accounting period
/year - Refer annexure - 13
Interest due thereon remaining
unpaid to any supplier as at the
(ii) - - - - - -
end of the accounting period /
year
The amount of interest paid
along with the amounts of the
(iii) - - - - - -
payment made to the supplier
beyond the appointed day
The amount of interest due and
(iv) 2.86 0.94 - - - -
payable for the period / year
The amount of interest accrued
(v) and remaining unpaid at the end 3.83 0.97 - - - -
of the accounting period / year
The amount of further interest
due and payable even in the
(vi) succeeding year, until such date - - - - - -
when the interest dues as above
are actually paid
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the Management.
3. Details on derivatives instruments and unhedged foreign currency exposures
i. Derivative transactions have been undertaken to act as economic hedges for the Company’s exposures to
various risks in foreign exchange markets and may qualify or be designated as hedging instruments.
Forward exchange contracts being derivative instruments, which are not intended for trading or speculative
purposes but for hedge purposes to establish the amount of reporting currency required or available at the
settlement date of certain payables.
Outstanding forward exchange contracts entered into by the Company.
Currency As at 30 As at 31 As at 31 As at 31 As at 31 As at 31 March,
November, March, March, 2013 March, 2012 March, 2011 2010
2014 2014
BUY
USD - - 3,190,000 4,500,000 - -
₹ in million - - 173.17 228.94 - -
203
ii. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise
are given below
Receivable / As at 30 As at 31 As at 31 As at 31 As at 31 As at 31
(Payable) November, March, 2014 March, 2013 March, 2012 March, 2011 March, 2010
2014
USD - - - (66,960.47) - -
₹ in million - - - 3.36 - -
4. Details of government grants

(₹ in million)
For the eight For the year ended 31 March,
months period
Particulars ended 2014 2013 2012 2011 2010
30 November,
2014
Government grants
- Incentives
- Sales tax and power (recognised
under Other operating revenue) 17.61 26.23 30.51 26.98 13.58 -
- Export Incentives - - - 2.09 - -
- Subsidies
- Solar Subsidy (recognised
- - - 1.20 - -
under Tangible Asset)
Total 17.61 26.23 30.51 30.27 13.58 -
5. The geographic segments individually contributing 10 per cent or more of the Company’s revenues
and segment assets are shown separately:
(₹ in million)
months period 2014 2013 2012 2011 2010
i Geographic Segment ended
30 November,
2014
Revenues
India 2,577.82 4,019.67 3,071.50 2,680.61 1,521.96 252.65
Others 8.40 2.70 60.15 5.44 73.09 70.35
Segment assets
India 2,667.91 2,635.25 2,366.24 1,836.32 1,300.41 827.37
Others 2.87 5.29 10.55 - - 0.40
Capital expenditure
India 11.14 120.83 138.02 38.79 100.05 391.80
ii The Company is engaged in manufacture and erection of steel products, i.e., pre engineered buildings, which in the
context of Accounting Standard -17 issued by the Company’s Accounting (Standard) Rules, 2006 is a single
business segment.
204
6. Details of leasing arrangements
(₹ in million)
months period 2014 2013 2012 2011 2010
Particulars ended
30 November,
2014
A As Lessor:
The Company has entered into
operating lease arrangements for
certain surplus facilities. The
lease is non-cancellable for a
period of 5 years and renewed
for a further period of 5 years
based on mutual agreement of
the parties.
B As Lessee:
Future minimum lease
payments
not later than one year 26.69 26.31 13.53 13.22 5.23 5.41
later than one year and not 73.83 67.17 33.07 46.60 7.73 3.15
later
than five years
later than five years 43.64 53.98 - - - -
144.16 147.46 46.60 59.82 12.96 8.56
7. Employee benefit plans
i. Defined contribution plans
The Company makes Provident Fund and Employee State Insurance Scheme contributions which are
defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to
contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to
these plans by the Company are at rates specified in the rules of the schemes.
(₹ in million)
months period 2014 2013 2012 2011 2010
Particulars ended
30 November,
2014
Company's contribution to
9.17 12.69 10.46 9.00 6.13 3.47
Provident and other funds
ii. Defined benefit plans
The Company offers the following employee benefit schemes to its employees:
i. Gratuity
ii. Compensated Absences
The following table sets out the unfunded status of the defined benefit schemes and the amount recognised
in the financial statements:
205
(₹ in million)
For the eight months For the year For the year For the year For the year
For the year ended 31
period ended 30 ended 31 ended 31 ended 31 ended 31
March, 2014
November, 2014 March, 2013 March, 2012 March, 2011 March, 2010
Particula
Gratuity Compe Compen Gratuity Compens Compens Gratuity Compen Gratuity Compen Gratuit Compe Gratuity Compe
rs
nsated sated ated ated sated sated y nsated nsated
Absenc Absence Absences- Absences- Absence Absence Absenc Absenc
es-SL s-PL SL PL s-PL s-PL es-PL es-PL
Components of employer expense
Current
service 2.98 4.16 11.91 3.95 0.43 2.81 3.25 2.39 1.69 1.36 0.88 0.62 0.64 0.12
cost
Interest
0.68 0.08 0.29 0.63 0.34 0.28 0.33 0.20 0.16 0.10 0.07 0.06 0.04 0.02
cost
Actuarial
losses/(gai 0.20 0.40 0.39 (0.95) (3.30) (0.62) 0.36 (0.30) 0.23 0.39 0.06 0.26 (0.40) 0.02
ns)
Total
expense
recognise
d in the 3.86 4.64 12.59 3.63 (2.53) 2.47 3.94 2.29 2.08 1.85 1.01 0.94 0.28 0.16
Statemen
t of Profit
and Loss
Actual contribution and benefit payments for year
Actual
benefit - - - - - - - - - - - - - -
payments
Actual
contributi - - - - - - - - - - - - - -
ons
Net liability recognised in the Balance Sheet

Present
value of
defined 11.33 1.29 5.20 7.84 3.82 4.18 3.91 3.01 1.83 1.32 0.82 0.45 0.54 0.29
benefit
obligation
Fair value
of plan - - - - - - - - - - - - - -
assets *
Expenses
3.86 4.64 12.59 3.63 (2.53) 2.47 3.94 2.29 2.08 1.85 1.01 0.94 0.28 0.16
as above
Settlemen
ts made (0.30) - (0.92) (0.14) - (1.45) - (1.12) - (0.17) - (0.07) - -
14.89 5.93 16.87 11.33 1.29 5.20 7.85 4.18 3.91 3.00 1.83 1.32 0.82 0.45
Classification of Net liability recognised in the Balance Sheet
Long
term 12.65 5.93 13.78 9.75 1.26 4.26 7.27 3.46 3.89 2.83 1.83 1.15 0.82 0.45
provision
Short
term 2.24 - 3.09 1.58 0.03 0.94 0.58 0.72 0.02 0.17 - 0.17 - -
provision
14.89 5.93 16.87 11.33 1.29 5.20 7.85 4.18 3.91 3.00 1.83 1.32 0.82 0.45
(₹ in million)
period ended For the year ended 31 ended 31 ended 31 ended 31 ended 31
30 November, 2014 March, 2014 March, 2013 March, 2012 March, 2011 March, 2010
Particula
Gratuity Compe Compen Gratuity Compens Compens Gratuity
rs
nsated sated ated ated Compen Gratuity Compen Gratuit Compe Gratuity Compe
Absenc Absence Absences- Absences- sated sated y nsated nsated
es-SL s-PL SL PL Absence Absence Absenc Absenc
s-PL s-PL es-PL es-PL
Change in defined benefit obligations (DBO) during the period / year

Present
value of
DBO at 11.33 1.29 5.20 7.84 3.82 4.18 3.91 3.01 1.83 1.32 0.82 0.45 0.54 0.29
beginning
of the
206
period ended For the year ended 31 ended 31 ended 31 ended 31 ended 31
30 November, 2014 March, 2014 March, 2013 March, 2012 March, 2011 March, 2010
Particula
Gratuity Compe Compen Gratuity Compens Compens Gratuity
rs
nsated sated ated ated Compen Gratuity Compen Gratuit Compe Gratuity Compe
Absenc Absence Absences- Absences- sated sated y nsated nsated
es-SL s-PL SL PL Absence Absence Absenc Absenc
s-PL s-PL es-PL es-PL
year
Current
service 2.98 4.16 11.91 3.95 0.43 2.81 3.25 2.39 1.69 1.36 0.88 0.62 0.64 0.12
cost
Interest
0.68 0.08 0.29 0.63 0.34 0.28 0.33 0.20 0.16 0.10 0.07 0.06 0.04 0.02
cost
Actuarial
(gains) / 0.20 0.40 0.39 (0.95) (3.30) (0.62) 0.36 (0.30) 0.23 0.39 0.06 0.26 (0.40) 0.02
losses
Benefits
(0.30) - (0.92) (0.14) - (1.45) - (1.12) - (0.17) - (0.07) - -
paid
Present
value of
DBO at
the end of 14.89 5.93 16.87 11.33 1.29 5.20 7.85 4.18 3.91 3.00 1.83 1.32 0.82 0.45
the
period /
year
Actuarial assumptions
Discount
8.00%8.00% 8.00% 9.00% 9.00% 9.00% 8.06% 8.06% 8.57% 8.57% 8.50% 8.50% 8.50% 8.00%
rate
Expected
return on
- - - - - - - - - - - - - -
plan
assets *
Salary
8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
escalation
Attrition 12.37
12.37% 12.37% 14.00% 14.00% 14.00% 14.00% 14.00% 3.00% 3.00% 10.00% 10.00% 10.00% 10.00%
%
Mortality IALM( IALM IALM IALM IALM IALM LIC LIC LIC LIC LIC LIC LIC LIC
tables 2006- (2006 (2006- (2006- (2006- (2006- (1994- (1994- (1994- (1994- (1994- (1994- (1994- (1994-
08) -08) 08) 08) 08) 08) 96) 96) 96) 96) 96) 96) 96) 96)
Performan
ce
percentag
- - - - - - - - - - - - - -
e
considere
d
Asset Information
* As the scheme is unfunded, other disclosures under Accounting Standard 15 are stated as Nil
Experience adjustments
(₹ in million)
2014-2015
(Upto 30 2012-
Particulars 2013-2014 2011- 2012 2010-2011 2009-2010
November, 2013
2014
Gratuity
Present value of DBO 14.89 11.33 7.85 3.91 1.83 0.82
Funded status [Surplus /
- - - - - -
(Deficit)]
Experience gain / (loss)
- - - - - -
adjustments on plan liabilities
- - - - - -
adjustments on plan assets
Compensated Absences
Present value of DBO 22.80 6.49 4.18 3.00 1.32 0.45
207
2014-2015
(Upto 30 2012-
Particulars 2013-2014 2011- 2012 2010-2011 2009-2010
November, 2013
2014
Fair value of plan assets - - - - - -
Funded status [Surplus /
- - - - - -
(Deficit)]
- - - - - -
adjustments on plan liabilities
- - - - - -
adjustments on plan assets
The estimate of future salary increases considered, takes into account the inflation, seniority, promotion,
increments and other relevant factors, such as supply and demand factors in the employment market
iii. Short Term Employee Benefit
The company offers compensated absences to its employees.
(₹ in million)
As at 30 As at 31 March,
Particulars November, 2014 2013 2012 2011 2010
2014
Short Term compensated
0.14 0.32 4.03 4.58 3.84 2.32
absences
8. RESTATED SUMMARY STATEMENT OF EARNINGS PER SHARE
(₹ in million)
months period 2014 2013 2012 2011 2010
ended
30 November,
2014
Earnings per share
Basic
Net profit for the period 41.66 181.86 147.62 105.82 58.67 2.36
/ year ( ₹ in million)
Less: Preference 5.47 5.47 2.49 - - -
dividend ( ₹ in million)
/ year attributable to the
equity shareholders ( ₹
in million)
Weighted average 25,000,000 25,000,000 25,000,000 25,000,000 25,000,000 13,708,712
Earnings per share - 1.45* 7.06 5.81 4.23 2.35 0.17
Basic (₹)
Diluted
/ year ( ₹ in million)
Weighted average 30,468,750 30,174,236 25,068,234 25,000,000 25,000,000 13,708,712
- for diluted EPS
Earnings per share - 1.37* 6.03 5.81# 4.23 2.35 0.17
Diluted (₹)
* Not annualised
# Since anti-dilutive, basic EPS considered
208
9. Capitalization of expenditure
(₹ in million)
months period 2014 2013 2012 2011 2010
ended
30 November ,
2014
Expenses disclosed under the
respective notes are net of
the following amounts
capitalised by the Company
under Capital work-in-
progress.
Cost of materials consumed - 8.03 16.52 - 9.36 2.79
Employee benefits expense - 0.48 1.16 - 4.35 10.08
Finance costs - - - - - 11.41
Other expenses - 2.26 3.35 - 1.24 7.29
Depreciation and
- 0.12 0.22 - - -
Total - 10.89 21.25 - 14.95 31.57
10. Value of imports calculated on CIF basis
(₹ in million)
months period 2014 2013 2012 2011 2010
Particulars
ended
30 November,
2014
Value of imports
calculated on CIF basis
Raw materials - 8.22 19.55 7.34 17.35 11.24
Spare parts & - 9.11 37.27 26.83 21.42 63.28
components
Capital goods - - 10.86 - - -
Total - 17.33 67.68 34.17 38.77 74.52
11. Expenditure in foreign currency
(₹ in million)
For the year ended 31 March,
For the eight
months period 2014 2013 2012 2011 2010
Particulars
ended
30 November, 2014
Royalty 0.30 0.62 0.53 0.37 - -
Travel expenditure 0.55 0.35 0.28 0.37 0.35 1.44
Total 0.85 0.97 0.81 0.74 0.35 1.44
209
12. Details of consumption of imported and indigenous items
(₹ in million)
months period 2014 2013 2012 2011 2010
Particulars ended
30 November,
2014
Imported
Raw materials - 7.04 21.28 5.58 17.35 11.73
- 0.32% 1.23% 0.36% 1.77% 5.46%
Stores & Spares - 9.88 62.83 26.83 19.37 7.79

- 4.09% 100.00% 25.34% 33.59% 60.58%
Indigenous
Raw materials 1,533.98 2,206.72 1,712.79 1,543.42 960.19 202.94
100.00% 99.68% 98.77% 99.64% 98.23% 94.54%
Stores & spares 164.60 231.61 - 79.04 38.29 5.07

100.00% 95.91% 0.00% 74.66% 66.41% 39.42%
Total 1,698.58 2,455.25 1,796.90 1,654.87 1,035.20 227.53

100% 100% 100% 100% 100% 100%
13. Earnings in foreign exchange : (FOB basis)
(₹ in million)
months period 2014 2013 2012 2011 2010
Particulars ended
30 November,
2014
Export of goods - - - 5.44 73.09 70.35
Export of services 8.40 0.50 - - - -
Others - 0.28 - 1.09 - -
14. The Company approved the "Employee Stock Option Scheme 2014" for all eligible employees in pursuance
of the special resolution approved by the shareholders in Extra Ordinary General Meeting held on 11
November, 2014 Under the said scheme number of options to be granted are 1,000,000 (One million). The
options are yet to be granted to eligible employees. Upon grant to the employees, vesting of shares, vesting
period, exercise period and price will be computed.
Each option holder entitled to apply for and be allotted one ordinary share of ₹10 each upon payment at the
exercise price.
ANNEXURE – 5: RESTATED SUMMARY STATEMENT OF ADJUSTMENTS TO AUDITED

FINANCIAL STATEMENTS
(₹ in million)
months period 2014 2013 2012 2011 2010
Particulars
ended
30 November, 2014
Profit after tax (as per
audited financial 40.92 182.68 144.00 104.17 65.04 2.13
statements)
Restatement adjustments
Adjustment on account of
sales returns - Refer note-
210
months period 2014 2013 2012 2011 2010
Particulars
ended
30 November, 2014
1 below
Sales returns - Gross 12.14 (12.14)
Less: Excise duty 1.34 (1.34)
Sales returns – Net 10.80 (10.80)
Changes in inventories of
finished goods (including (10.88) 10.88
excise duty)
Decrease/(increase) of
1.20 (1.20)
excise duty on inventory
Net impact of sales returns 1.12 (1.12) - - - -
Liability / Provision no
longer required written - (0.12) 0.11 (0.39) (0.11) 0.51
back
Provision for doubtful
trade receivables and
- - 5.25 2.84 (7.86) (0.24)
advances and written off -
Refer note.2 below
Total 1.12 (1.24) 5.36 2.45 (7.96) 0.27
Deferred Tax on
- - 1.42 1.14 - -
restatement adjustment
Current tax impact on
0.38 (0.42) 0.32 (0.35) (1.59) 0.04
restatement adjustments
Net impact of adjustments 0.74 (0.82) 3.62 1.66 (6.37) 0.23
Profit after tax, as
41.66 181.86 147.62 105.82 58.67 2.36
restated
Note:
1. During the eight months period ended 30 November 2014, the company had recorded sales returns in the
year, in which goods are returned. Accordingly, adjustment for changes in inventory of finished goods,
trade receivables and increase/(decrease) of excise duty have been made in the restated financial statements
in which the goods were actually sold (i.e., 31 March, 2014)
2. Provision for doubtful trade receivables and advances written off as of 31 March, 2014 adjusted to the year
in which sales made net of recoveries.
ANNEXURE 6: RESTATED SUMMARY STATEMENT OF SHARE CAPITAL
Particulars As at 30 November, As at 31 March, As at 31 March, As at 31 March, As at 31 March, As at 31 March,

2014 2014 2013 2012 2011 2010
Number ₹ in Number ₹ in Number ₹ in Number ₹ in Number ₹ in Number ₹ in
of shares million of shares millio of shares millio of shares million of shares million of shares milli
n n on
(a) Authorised
Equity
shares of ₹ 31,500,000 315.00 31,500,000 315.00 31,500,000 315.00 25,500,000 255.00 25,500,000 255.00 25,500,000 255.00
10 each
Compul
sorily
convertible
6,000,000 60.00 6,000,000 60.00 6,000,000 60.00 - - - - - -
preference
shares of ₹
10 each
(b) Issued, Subscribed and fully paid up

Equity
shares of ₹ 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00
10 each
211
Particulars As at 30 November, As at 31 March, As at 31 March, As at 31 March, As at 31 March, As at 31 March,
2014 2014 2013 2012 2011 2010
Number ₹ in Number ₹ in Number ₹ in Number ₹ in Number ₹ in Number ₹ in
of shares million of shares millio of shares millio of shares million of shares million of shares milli
n n on
Compul
sorily
convertible
5,468,750 54.69 5,468,750 54.69 2,490,530 24.91 - - - - - -
preference
shares of ₹10
each
Total issued,
subscribed
and fully
30,468,750 304.69 30,468,750 304.69 27,490,530 274.91 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00
paid up
share
capital
i. Reconciliation of number of shares and amount outstanding at the beginning and at the end of the reporting
year:
Particula As at 30 November, As at 31 March, As at 31 March, As at 31 March,

rs 2014 2014 2013 2012 As at 31 March, 2011 As at 31 March, 2010
Number ₹ in Number ₹ in Number ₹ in Number ₹ in Number of ₹ in Number ₹ in
of shares million of shares million of shares million of shares milli shares million of shares million
on
Equity Shares
Opening
25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00
balance
Add:
Moveme
- - - - - - - - - - - -
nt during
the year
Closing
25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00 25,000,000 250.00
balance
Compulsorily convertible preference shares

Opening
5,468,750 54.69 2,490,530 24.91 - - - - - - - -
balance
Add:
Moveme
- - 2,978,220 29.78 2,490,530 24.91 - - - - - -
nt during
the year
Closing
5,468,750 54.69 5,468,750 54.69 2,490,530 24.91 - - - - - -
balance
ii. Details of shares held by the holding company:
November, 2014 2014 2013 2012 2011 2010
Number of Number of Number of Number of Number of Number of

shares shares shares shares shares shares
Pennar Industries
Limited 18,500,000 18,500,000 18,500,000 18,500,000 18,500,000 18,500,000
iii. Details of shares held by each shareholder holding more than 5% shares:
212
As at 30 November, As at 31 March, As at 31 March, As at 31 March, As at 31 March, As at 31 March,
2014 2014 2013 2012 2011 2010
Number % Number % Number % Number % Number % Number %
of shares holdin of holdi of holdi of holdi of holdi of holdi
Name of
g in shares ng in shares ng in shares ng in shares ng in shares ng in
shareholde
that that that that that that
r
class of class class class class class
shares of of of of of
share share share share share
s s s s s
Equity shares - Refer note v
Aditya N
- - - - 1,515,000 6.06% 1,515,000 6.06% 1,515,000 6.06% 1,515,000 6.06%
Rao
J Rajya
- - - - 1,355,000 5.42% 1,355,000 5.42% 1,355,000 5.42% 1,355,000 5.42%
Lakshmi
Zephyr
Peacock
1,617,227 6.47% 1,617,227 6.47% - - - - - - - -
India Fund
III Limited
Pennar
Industries 18,500,000 74.00% 18,500,000 74.00% 18,500,000 74.00% 18,500,000 74.00% 18,500,000 74.00% 18,500,000 74.00%
Limited
Compulsorily convertible preference shares - Refer note vi
Zephyr
Peacock
3,773,530 69.00% 3,773,530 69.00% 2,490,530 100% - - - - - -
India Fund
III Limited
IL&FS
Trust
1,695,220 31.00% 1,695,220 31.00% - - - - - - - -
Company
Limited *
*(Representing Zephyr Peacock India III Fund, a scheme of Zephyr Peacock India Master Trust)
iv. Rights, preferences and restrictions attached to shares
a) Equity shares
The Company has one class of equity shares having a par value of ₹ 10 each. Each shareholder is eligible
for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of
liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in
proportion to their shareholding.
b) Compulsorily convertible preference shares
The Company has one class of Compulsorily Convertible Preference Shares (CCPS) of ₹ 10 each. Each
Compulsorily Convertible Preference (CCP) shareholder is eligible to exercise similar voting rights as
equity shareholders of the Company. There are no restrictions to the CCP shareholder and/or their affiliates
to acquire further Company securities. Each CCPS shall be convertible into one common equity share of the
Company. No dividend, whether in cash, in property or shares of the company, are allowed to be paid to
shareholders without the prior written approval of the CCP shareholder. Each CCP shareholder shall be
entitled in priority to the holders of any other class(es) of shares, to the payment in cash, of a preferential
dividend at the rate of ₹ 1 per financial year per CCPS till such time that the CCPS are outstanding. Upon
occurrence of a liquidation event as mentioned in Article 71 of Articles of Association of the Company the
CCP shareholder shall be entitled to receive, in preference to the holders of all other company securities, an
amount equivalent to the higher of (i) the Total Consideration as paid by the CCP shareholder, and accrued
or declared but unpaid dividend in relation to the CCPS, or (ii) the amount which would be actually
received if the entire proceeds were to be distributed pro rata amongst the Shareholders, including the
holders of the CCPS. The CCPS shall be compulsorily convertible into common equity upon the earlier of
the occurrence of any of the following events: (i) A Qualified Initial Public Offer, in accordance with the
Shareholders Agreement; or (ii) Upon the expiry of 19 years from the Completion Date (i.e., 22 March,
213
2013). The CCP shareholder shall be entitled, at any time prior to the Compulsory Conversion Event, to
convert (at their option) any or all of the CCPS at the then prevalent conversion price.
v) During the previous year ended 31 March, 2014 Zephyr Peacock India Fund III Limited and affiliates
purchased 2,343,750 Equity Shares from J. Nrupender Rao (HUF), J.RajyaLakshmi , D. Sudeepta Rao,
Aditya Narsing Rao, Avanti Rao and consequently individual promoter shareholding has been reduced to
0.79%, 2.76%, 2.04%, 3.09%, 1.02% respectively.
vi) Pursuant to Share Purchase Agreement with the promoters of the Company, Zephyr Peacock India Fund
III Limited (Zephyr), and their affiliates invested in the Company by way of 5,468,750 Compulsorily
Convertible Preference Shares (CCPS) of ₹10 each at a premium of ₹ 54 per share aggregating ₹ 350.00
Million.
As at 31 March 2014, the Company allotted 3,773,530 CCPS to Zephyr Peacock India Fund III Limited and
1,695,220 CCPS to IL&FS Trust Company Limited (representing Zephyr Peacock India III Fund, a scheme
of Zephyr Peacock India Master Trust), of face value ₹10 per share at a premium of ₹ 54.00 per share.
c) (i) Conversion of preference shares
The Company issued 5,468,750 Compulsorily Convertible Preference Shares (CCPS) to Zephyr Peacock
India Fund III Limited (Zephyr) and their affiliates. Zephyr and their affiliates opted for conversion of
3,007,813 CCPS (i.e. 55% of total CCPS issued by the Company) to Equity shares prior to filing the
Drafted Red Herring Prospectus for Initial Public Offer with Securities Exchange Board of India, Registrar
of companies and any other authority and the remaining will get converted before the filing of Red Herring
Prospectus for Initial Public Offer.
ANNEXURE – 7: RESTATED SUMMARY STATEMENT OF RESERVES AND SURPLUS
(₹ in million)
Particulars
November, 2014 2013 2012 2011 2010
2014
a) Surplus in Statement of
Profit and Loss
Opening balance 496.33 314.47 166.85 61.03 2.36 -
Less: adjustment on account
of depreciation - Refer 1.08 - - - - -
annexure - 16(i)
Add: Profit for the period /
41.66 181.86 147.62 105.82 58.67 2.36
year
Net surplus in the Statement
536.91 496.33 314.47 166.85 61.03 2.36
of Profit and Loss
b) Securities premium
account
Opening balance 274.96 114.54 - - - -
Add : Premium on preference
shares issued during the - 160.82 134.49 - - -
period / year
Sub Total 274.96 275.36 134.49 - - -
Less: Utilised during the
period / year for writing off - 0.40 19.95 - - -
shares issue expenses
Closing Balance 274.96 274.96 114.54 - - -
Total 811.87 771.29 429.01 166.85 61.03 2.36
214
ANNEXURE -8: RESTATED SUMMARY STATEMENT OF LONG-TERM BORROWINGS
(₹ in million)
Particulars November,
2014 2014 2013 2012 2011 2010
(a) Term loans
From bank (Secured) - - - 36.10 - 270.00
From Others (Un-secured) - - - - - 2.50
(b) Vehicle Loan
From bank (Secured) 1.21 1.51 - 0.64 0.87 -
Total 1.21 1.51 - 36.74 0.87 272.50
Note
Details of terms of repayment and security in respect of short-term borrowings As at 30 November, 2014.
Car loan from Kotak Mahindra Prime Ltd of ₹ 2.32 million (31 March, 2014 ₹ 2.32 million) is secured by
hypothecation of the vehicle financed through the loan arrangement. The loan is repayable in 60 monthly
installments of ₹ 0.05 million each commencing from 16 April , 2013 and carries an interest of 10.07% per
annum. Current maturities of long term borrowings have been disclosed under the head Other Current Liabilities
(Refer Annexure - 14).
ANNEXURE -9: RESTATED SUMMARY STATEMENT OF DEFERRED TAX LIABILITY
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
Deferred tax (liability) / asset
Tax effect of items constituting

deferred tax liability
On difference between book
balance and tax balance of 57.59 50.55 39.38 30.81 (22.26) 7.77
fixed assets
57.59 50.55 39.38 30.81 (22.26) 7.77
deferred tax liability

deferred tax assets
Provision for compensated
12.86 6.17 5.46 3.73 2.27 1.11
absences and gratuity benefits
Provision for doubtful debts 11.59 6.92 1.54 1.58 0.08 -
Unabsorbed business loss - - - - - 5.89
Disallowances under Section
40(a)(i), 43B of the Income 2.48 10.22 18.94 - - -
Tax Act, 1961
Straightline lease rent 0.23 - - - - -
27.16 23.31 25.94 5.31 2.35 7.00
deferred tax assets
Total (30.43) (27.24) (13.44) (25.50) (19.91) (0.77)

Add/(Less) - Adjustment on
account of restatement - Refer 2.56 2.56 2.56 1.14 - -
Annexure - 5
Net deferred tax liability (32.99) (29.80) (16.00) (26.64) (19.91) (0.77)
215
ANNEXURE -10: RESTATED SUMMARY STATEMENT OF OTHER LONG-TERM LIABILITIES
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
(i) Trade Payables - Others 20.85 14.91 14.80 5.80 3.63 -
(ii) Security deposits received 8.02 8.02 1.79 1.19 1.21 -
Total 28.87 22.93 16.59 6.99 4.84 -
ANNEXURE -11 : RESTATED SUMMARY STATEMENT OF LONG -TERM PROVISIONS
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
Provision for employee benefits:
Refer annexure - 4(II)7
(i) Provision for compensated

19.71 5.52 3.46 2.83 1.15 0.45
absences
(ii) Provision for gratuity 12.65 9.75 7.27 3.89 1.83 0.82
Total 32.36 15.27 10.73 6.72 2.98 1.27
ANNEXURE -12 : RESTATED SUMMARY STATEMENT OF SHORT -TERM BORROWINGS
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
Loans repayable on demand
(a) From banks
Secured 328.42 344.63 321.26 248.35 509.82 138.71
(b) Other Loans
From banks
Secured - - 173.17 228.94 - -
Total 328.42 344.63 494.43 477.29 509.82 138.71
Notes:
Details of terms of repayment and security in respect of short-term borrowings As at 30 November, 2014.
(i) Details of loan repayable on demand & other short term loans
Particulars As at
November 30, 2014
₹ in million
Loans repayable on demand and other short term loans from banks
State Bank of India Refer Note (a) below 272.42
Axis Bank Limited Refer Note (b) below 56.00
Total - from banks 328.42
216
(ii) Details of short-term borrowings guaranteed by Directors and Holding Company :
Particulars As at
November 30, 2014
₹ in million
Directors 406.80
Holding Company 406.80
Note - (a)
Working Capital loan of ₹ 300 million from State Bank of India (SBI) is primarily secured by Pari passu first
charge on present and future Current Assets of the Company along with Axis Bank and secured by second
charge on fixed assets of the Company on pari passu basis along with Axis Bank, Lien on Short Term
Depository Receipt of ₹ 20 million of Pennar Industries Limited and pledge of 24.60% of the total paid up
equity capital (61,50,000 shares of ₹ 10 each) held by Pennar Industries Limited. Further secured by personal
guarantee of Nrupender Rao, Aditya N Rao and corporate guarantee of Pennar Industries Limited. The loan
carries interest rate of 11.01% per annum.
Note - (b)
Working Capital loan of ₹ 100 million from Axis Bank Limited is primarily secured by Pari passu first charge
on present and future Current Assets of the Company and pari passu secured by second charge on present and
future fixed assets of the Company including Equitable Mortgage of Acre 28.41 1/2 under Survey numbers 88
to 92 (part) of Ankanapally Village & Survey Numbers 144 to 145 (part) of Chandapur Village Sadasivapet
Mandal, Medak District (the land on which the plant is located). Further secured by personal guarantee of
promoter directors Nrupender Rao, Aditya Rao and Corporate guarantee of Pennar Industries Limited. The loan
carries interest rate of 12.23% per annum.
ANNEXURE -13: RESTATED SUMMARY STATEMENT OF TRADE PAYABLES
(₹ in million)
2014 2013 2012 2011 2010
2014
Trade payables:
(a) Dues to Micro and Small
Enterprise - Refer annexure - 15.59 37.89 2.91 - 5.74 -
4(II)(2)
(b) Others 691.95 796.66 526.77 454.10 234.07 45.89
Total 707.54 834.55 529.68 454.10 239.81 45.89
ANNEXURE -14: RESTATED SUMMARY STATEMENT OF OTHER CURRENT LIABILITIES
(₹ in million)
2014 2013 2012 2011 2010
2014
(a) Current maturities of long-term
borrowings
From Banks - Secured
Term Loan - - 36.10 40.00 - 20.00
Vehicle Loan 0.44 0.41 - 0.23 0.21 -
Others – Unsecured - - - - 2.50 -
(b) Interest accrued but not due on
- - 2.55 - 0.31 -
borrowings
(c) Interest accrued and due on
0.87 1.81 3.04 2.42 1.61 3.15
borrowings
(d) Forward Contract Payable - - 180.59 226.35 - -
217
2014 2013 2012 2011 2010
2014
(e) Statutory remittances
(Contributions to PF and ESIC,
40.78 25.59 22.19 14.11 12.62 10.79
Withholding Taxes, Excise Duty,
VAT, Service Tax, etc.)
(f) Payables on purchase of fixed
3.34 0.39 5.85 3.36 14.72 1.71
assets
(g) Interest accrued on trade
3.83 0.97 - - - -
payables- Refer annexure -4(II)(2)
(g) Advances from customers 350.23 236.09 277.62 120.24 164.46 73.38
(h) Trade / security deposits
- - - 0.13 0.27 5.39
received
account of restatement - Refer - (0.13) (0.12) (0.01) (0.40) (0.51)
Annexure – 5
Total 399.49 265.13 527.82 406.83 196.30 113.91
ANNEXURE -15: RESTATED SUMMARY STATEMENT OF SHORT-TERM PROVISIONS
(₹ in million)
2014 2014 2013 2012 2011 2010
(a) Provision for employee benefits:
-Refer Annexure - 4(II)(7)
(i) Provision for compensated
3.23 1.29 4.75 4.75 4.01 2.32
absences
(ii) Provision for gratuity 2.24 1.58 0.58 0.02 - -
5.47 2.87 5.33 4.77 4.01 2.32
(b) Provision - Others:
(i) Provision for tax [net of
19.49 49.87 73.87 1.29 12.39 -
advance tax]
Add/(Less) - Adjustment on account

(1.62) (2.00) (1.58) (1.90) (1.55) 0.04
of restatement - Refer Annexure – 5
Total 23.34 50.74 77.62 4.16 14.85 2.36
ANNEXURE – 16: RESTATED SUMMARY STATEMENT OF FIXED ASSETS
(i) 2014-15 (as at 30 November, 2014)
(₹ in million)
Gross block Accumulated depreciation and amortization Net block
Balance Additi Dispos Balance Balance Balan Balanc
as at ons als as at as at Depreciati Elimina Other ce e Balan
1 April, 30 1 April, on / ted on Adjus as at as at ce
Particular 2014 Novembe 2014 amortisati disposal tment 30 30 as at
s r 2014 on expense of assets s@ Nove Novem 31
for the mber ber Marc
eight 2014 2014 h
months 2014
period
Tangible
A assets
(a) Land
19.49 - - 19.49 - - - - - 19.49 19.49
Freehold
(b)
371.90 0.51 - 372.41 29.36 8.29 - - 37.65 334.76 342.54
Buildings
(c) Plant
and 257.40 44.69 - 302.09 49.57 18.79 - - 68.36 233.73 207.83
Equipment
218
Balance Additi Dispos Balance Balance Balan Balanc
as at ons als as at as at Depreciati Elimina Other ce e Balan
1 April, 30 1 April, on / ted on Adjus as at as at ce
Particular 2014 Novembe 2014 amortisati disposal tment 30 30 as at
s r 2014 on expense of assets s@ Nove Novem 31
for the mber ber Marc
eight 2014 2014 h
months 2014
period
(d)
Electrical
12.74 - - 12.74 1.26 0.99 - - 2.25 10.49 11.48
Equipment
s
(e)
Furniture
12.27 0.05 - 12.32 4.11 0.92 - - 5.03 7.29 8.16
and
Fixtures
(f)
2.89 - - 2.89 0.27 0.25 - - 0.52 2.37 2.62
Vehicles
(g) Office
9.28 0.24 - 9.52 5.42 2.08 - 0.46 7.96 1.56 3.86
equipment
(h)
Leasehold
improveme
nts
Owned 6.17 - - 6.17 4.52 0.54 - - 5.06 1.11 1.65
Given
under
2.21 - - 2.21 1.10 0.31 - - 1.41 0.80 1.11
operating
lease
Total 8.38 - - 8.38 5.62 0.85 - - 6.47 1.91 2.76
(i)
22.97 1.74 - 24.71 13.47 3.53 - 1.18 18.18 6.53 9.50
Computers
Total -
tangible 717.32 47.23 - 764.55 109.08 35.70 - 1.64 146.42 618.13 608.24
assets
B Intangible
assets
Licenses 21.06 1.73 - 22.79 7.75 1.45 - - 9.20 13.59 13.31
Computer
3.76 20.44 - 24.20 0.48 1.61 - - 2.09 22.11 3.28
Software
Total -
Intangible 24.82 22.17 - 46.99 8.23 3.06 - - 11.29 35.70 16.59
assets
Total 742.14 69.40 - 811.54 117.31 38.76 - 1.64 157.71 653.83 624.83
Capital
C work-in- 3.18 61.44
progress
@ The Company reassessed the useful lives of fixed assets as per Part C of Schedule II of the Companies Act,
2013. Consequently, the useful life of asset classes has been revised and amounts aggregating ₹ 38.75 million
has been debited to the Statement of Profit and Loss For the eight months period ended 30 November, 2014. The
depreciation on carrying value of the assets whose useful lives expired as at April 1, 2014 aggregating ₹ 1.08
million have been adjusted against the opening reserves (net of deferred tax of ₹ 0.56 million).
219
(ii) 2013-14
(₹ in million)
Gross Block Accumulated depreciation and amortization Net block
Balance Addit Dispo Balance Depreciat Balance
as at ions sals as at Balanc ion / Elimi Other Balan Balan as at
1 April, 31 e amortisat nated Adjus ce ce 31
Particulars 2013 March, as at ion on tment as at as at March,
2014 1 expense dispo s# 31 31 2013
April, for the sal of Marc Marc
2013 year assets h, h,
2014 2014
A Tangible assets
(a) Land
16.84 2.65 - 19.49 - - - - 19.49 16.84
Freehold
(b) Buildings 231.00 140.90 - 371.90 21.62 7.72 - 0.02 29.36 342.54 209.38
(c) Plant and
216.97 40.43 - 257.40 33.24 16.27 - 0.06 49.57 207.83 183.73
Equipment
(d) Electrical
8.58 4.16 - 12.74 0.87 0.41 - (0.02) 1.26 11.48 7.71
Equipments
(e) Furniture and
11.80 0.50 0.03 12.27 3.79 0.72 0.01 (0.39) 4.11 8.16 8.01
Fixtures
(f) Vehicles 1.56 2.89 1.56 2.89 0.39 0.26 0.38 - 0.27 2.62 1.17
(g) Office
8.23 1.09 0.04 9.28 4.45 0.98 0.02 0.01 5.42 3.86 3.78
equipment
(h) Leasehold
improvements
Owned 6.17 - - 6.17 2.81 1.27 - 0.44 4.52 1.65 3.36
Given
under operating 2.21 - - 2.21 1.10 - - - 1.10 1.11 1.11
lease
Total 8.38 - - 8.38 3.91 1.27 - 0.44 5.62 2.76 4.47
(i) Computers 20.92 2.29 0.24 22.97 10.15 3.48 0.16 - 13.47 9.50 10.77
Total - tangible
524.28 194.91 1.87 717.32 78.42 31.11 0.57 0.12 109.08 608.24 445.86
assets
B Intangible assets
Licenses 20.59 0.47 - 21.06 5.67 2.08 - - 7.75 13.31 14.92
Computer
2.25 1.51 - 3.76 0.19 0.29 - - 0.48 3.28 2.06
Software
Total -
22.84 1.98 - 24.82 5.86 2.37 - - 8.23 16.59 16.98
Intangible assets
Total 547.12 196.89 1.87 742.14 84.28 33.48 0.57 0.12 117.31 624.83 462.84
C Capital work-in-
61.44 137.50
progress
# Additions to Capital work-in-progress include expenditure capitalised - Refer annexure 4(II)(9
(iii) 2012-13
(₹ in million)
Balance Additi Dispo Balance Balance Depreci
as at ons sals as at as at ation / Elimi Other Balanc Balanc Balanc
Particulars 1 April, 31 1 April, amortis nated Adjus e e e
2012 March, 2012 ation on tment as at as at as at
2013 expense dispo s# 31 31 31
for the sal of March, March, March,
year assets 2013 2013 2012
A Tangible
assets
(a) Land
16.84 - - 16.84 - - - - - 16.84 16.84
Freehold
(b) Buildings 231.00 - - 231.00 13.66 7.87 - 0.09 21.62 209.38 217.34
220
Balance Additi Dispo Balance Balance Depreci
as at ons sals as at as at ation / Elimi Other Balanc Balanc Balanc
Particulars 1 April, 31 1 April, amortis nated Adjus e e e
2012 March, 2012 ation on tment as at as at as at
2013 expense dispo s# 31 31 31
for the sal of March, March, March,
year assets 2013 2013 2012
(c) Plant and
206.49 10.48 - 216.97 21.93 11.18 - 0.13 33.24 183.73 184.56
Equipment
(d) Electrical
8.58 - - 8.58 0.47 0.40 - - 0.87 7.71 8.11
Equipments
(e) Furniture
11.19 0.61 - 11.80 2.92 0.87 - - 3.79 8.01 8.27
and Fixtures
(f) Vehicles 1.56 - - 1.56 0.24 0.15 - - 0.39 1.17 1.32
(g) Office
7.57 0.66 - 8.23 1.09 3.36 - - 4.45 3.78 6.48
equipment
(h) Leasehold
improvements
Owned 6.17 - - 6.17 2.00 0.81 - - 2.81 3.36 4.17
Given
under
2.21 - - 2.21 0.63 0.47 - - 1.10 1.11 1.58
operating
lease
Total 8.38 - - 8.38 2.63 1.28 - - 3.91 4.47 5.75
(i) Computers 19.35 1.60 0.03 20.92 6.55 3.61 0.01 - 10.15 10.77 12.80
Total -
tangible 510.96 13.35 0.03 524.28 49.49 28.72 0.01 0.22 78.42 445.86 461.47
assets
B Intangible
assets
Licenses 20.11 0.48 - 20.59 3.63 2.04 - - 5.67 14.92 16.48
Computer
0.79 1.46 - 2.25 0.03 0.16 - - 0.19 2.06 0.76
Software
Total -
Intangible 20.90 1.94 - 22.84 3.66 2.20 - - 5.86 16.98 17.24
assets
Total 531.86 15.29 0.03 547.12 53.15 30.92 0.01 0.22 84.28 462.84 478.71
C Capital work-
137.50 14.77
in-progress
# Additions to Capital work-in-progress include expenditure capitalised - Refer annexure 4(II)(9)
(iv) 2011-12
(₹ in million)
Accumulated depreciation and
Gross block amortisation Net block
Balance Additi Disp Other Balan Deprec Balance
as at ons osal adjustm ce Balanc iation / Elimin Balanc as at Balanc
1 April, s ents as at e amorti ated on e 31 e
Particulars
2011 # 31 as at sation dispos as at March, as at
Marc 1 expens al of 31 2012 31
h, April, e for assets March, March,
2012 2011 the 2012 2011
year
A. TANGIBLE
(a) Land 14.29 2.55 - - 16.84 - - - - 16.84 14.29
(b) Buildings 221.98 9.02 - - 231.00 6.10 7.56 - 13.66 217.34 217.41
(c) Plant and
202.76 3.73 - - 206.49 10.13 11.80 - 21.93 184.56 192.63
Equipment
(d) Electricals 9.03 0.75 - 1.20 8.58 0.04 0.43 - 0.47 8.11 9.51
(e) Furniture
9.75 1.44 - - 11.19 1.32 1.60 - 2.92 8.27 13.63
and Fixtures
(f) Vehicle
taken under
financial lease
221
Balance Additi Disp Other Balan Deprec Balance
as at ons osal adjustm ce Balanc iation / Elimin Balanc as at Balanc
1 April, s ents as at e amorti ated on e 31 e
Particulars
2011 # 31 as at sation dispos as at March, as at
Marc 1 expens al of 31 2012 31
h, April, e for assets March, March,
2012 2011 the 2012 2011
year
(g) Office
1.56 - - - 1.56 0.09 0.15 - 0.24 1.32 1.47
equipment
(h) Leasehold
6.33 1.28 0.04 - 7.57 0.49 0.60 - 1.09 6.48 5.84
improvements
(i) Computers 8.19 0.19 - - 8.38 0.93 1.70 - 2.63 5.75 -
Total -
17.63 1.72 - - 19.35 3.53 3.02 - 6.55 12.80 14.11
tangible assets
491.52 20.68 0.04 1.20 510.96 22.63 26.86 - 49.49 461.47 468.89
INTANGIBLE
B. Licenses
Computer
14.84 5.27 - - 20.11 1.74 1.89 - 3.63 16.48 13.10
Software
Total -
Intangible - 0.79 - - 0.79 - 0.03 - 0.03 0.76 -
assets
Total 14.84 6.06 - - 20.90 1.74 1.92 - 3.66 17.24 13.10
Capital work-
506.36 26.74 0.04 1.20 531.86 24.37 28.78 - 53.15 478.71 481.99
in-progress
C 14.77 2.72
# Government grants received by the Company during the year from Ministry of New and Renewable Energy
for installation of solar equipment - Refer annexure 4(II)(4)
(v) 2010-11
(₹ in million)
Balanc Additi Disp Other Balanc
e ons osals adjust e Balan Deprec Elimi Bala Balanc Balanc
as at ments as at ce iation / nated nce e e
Particula
1 April, 31 as at amortis on as at as at as at
rs
2010 March, 1 ation dispos 31 31 31
2011 April, expens al of Mar March, March,
2010 e for assets ch, 2011 2010
the 2011
year
A. TANGIB
LE
(a) Land 14.29 - - - 14.29 - - - - 14.29 14.29
(b)
181.25 42.26 - - 223.51 0.04 6.06 - 6.10 217.41 181.21
Buildings
(c) Plant
and
165.07 37.69 - - 202.76 1.98 8.15 - 10.13 192.63 163.09
Equipmen
t
(d)
- 9.56 - - 9.56 - 0.05 - 0.05 9.51 -
Electricals
(e)
Furniture
14.31 1.57 - - 15.88 0.87 1.38 - 2.25 13.63 13.44
and
Fixtures
(f)
Vehicles 1.47 1.56 1.47 - 1.56 0.24 0.14 0.29 0.09 1.47 1.23
taken
222
Balanc Additi Disp Other Balanc
e ons osals adjust e Balan Deprec Elimi Bala Balanc Balanc
as at ments as at ce iation / nated nce e e
Particula
1 April, 31 as at amortis on as at as at as at
rs
2010 March, 1 ation dispos 31 31 31
2011 April, expens al of Mar March, March,
2010 e for assets ch, 2011 2010
the 2011
year
under
financial
lease
(g) Office
5.28 1.05 - - 6.33 0.18 0.31 - 0.49 5.84 5.10
equipment
(h)
Leasehold
- - - - - - - - - - -
improvem
ents
(i)
Computer 14.29 3.34 - - 17.63 0.95 2.57 - 3.52 14.11 13.34
s
Total -
tangible 395.96 97.03 1.47 - 491.52 4.26 18.66 0.29 22.63 468.89 391.70
assets
B. INTANG
IBLE
Licenses 13.55 1.29 - - 14.84 0.33 1.41 - 1.74 13.10 13.22
Computer
- - - - - - - - - - -
Software
Total -
Intangibl 13.55 1.29 - - 14.84 0.33 1.41 - 1.74 13.10 13.22
e assets
Total 409.51 98.32 1.47 - 506.36 4.59 20.07 0.29 24.37 481.99 404.92
C Capital
work-in- 2.72 0.99
progress
(vi) 2009-10
(₹ in million)
Balanc Additi Dispo Other Balan Balance Balance
e ons sals adjust ce as at Depr Elimin Balanc as at Balanc
as at ments as at 1 April, eciati ated on e 31 e
1 31 2009 on / dispos as at March, as at
Particulars April, Marc amor al of 31 2010 31
2009 h, tisati assets March, March,
2010 on 2010 2009
expen
se for
the
year
A. TANGIBLE
(a) Land 10.99 3.30 - - 14.29 - - - - 14.29 10.99
(b) Buildings - 181.25 - - 181.25 - 0.04 - 0.04 181.21 -
(c) Plant and
0.46 170.66 6.05 - 165.07 - 2.01 0.03 1.98 163.09 0.46
Equipment
(d) Electricals - - - - - - - - - - -
(e) Furniture
8.32 5.99 - - 14.31 - 0.87 - 0.87 13.44 8.32
and Fixtures
223
Balanc Additi Dispo Other Balan Balance Balance
e ons sals adjust ce as at Depr Elimin Balanc as at Balanc
as at ments as at 1 April, eciati ated on e 31 e
1 31 2009 on / dispos as at March, as at
Particulars April, Marc amor al of 31 2010 31
2009 h, tisati assets March, March,
2010 on 2010 2009
expen
se for
the
year
(f) Vehicles
taken under 1.20 0.27 - - 1.47 - 0.24 - 0.24 1.23 1.20
financial lease
(g) Office
1.41 3.87 - - 5.28 - 0.18 - 0.18 5.10 1.41
equipment
(h) Leasehold
- - - - - - - - - - -
improvements
(i) Computers 2.37 11.92 - - 14.29 - 0.95 - 0.95 13.34 2.37
Total -
tangible 24.75 377.26 6.05 - 395.96 - 4.29 0.03 4.26 391.70 24.75
assets
-
B. INTANGIBL
E
Licenses - 13.55 - - 13.55 - 0.33 - 0.33 13.22 -
Computer
- - - - - - - - - - -
Software
Total -
Intangible - 13.55 - - 13.55 - 0.33 - 0.33 13.22 -
assets
Total 24.75 390.81 6.05 - 409.51 - 4.62 0.03 4.59 404.92 24.75
C Capital work-
0.99 -
in-progress
C: Depreciation and amortisation :

(` in million)
months period
ended 30 2014 2013 2012 2011 2010
November,
2014
On tangible assets 35.70 31.11 28.72 26.86 18.66 4.29
On intangible assets 3.06 2.37 2.20 1.92 1.41 0.33
ANNEXURE -17: RESTATED SUMMARY STATEMENT OF NON-CURRENT INVESTMENTS
(₹ in million)
Particulars As at 30
As at 31 March,
November,
2014 2014 2013 2012 2011 2010
Investments (At cost):
Investment in equity instruments of

- - - 0.10 - -
subsidiaries (unquoted, fully paid
224
As at 31 March,
November,
2014 2014 2013 2012 2011 2010
up)
9,999 equity shares of ₹.10 each in

Pennar Building Systems Private
Limited
Total - - - 0.10 - -
Aggregate value of un-quoted
- - - 0.10 - -
investment
ANNEXURE -18: RESTATED SUMMARY STATEMENT OF LONG TERM LOANS AND

ADVANCES
(₹ in million)
As at 31 March,
November,
2014 2014 2013 2012 2011 2010
(a) Capital advances
Unsecured, considered good 0.58 1.70 0.22 11.64 0.11 0.09
(b) Rental & Other Deposits
(c) Advance Tax [Net of provision
0.05 0.05 0.03 0.03 1.90 1.66
for tax]
(d) Prepaid expenses - - - 2.07 - -
Unsecured, considered good
Total 18.07 19.16 11.31 23.80 8.58 5.63
ANNEXURE -19: RESTATED SUMMARY STATEMENT OF OTHER NON-CURRENT ASSETS
(₹ in million)
As at 31 March,
November,
2014 2014 2013 2012 2011 2010
(a) Balance with banks
Balance held as margin money - - 34.62 34.62 - -
deposit
(b) Accruals
Interest accrued on deposits - - 3.40 0.91 - -
Total - - 38.02 35.53 - -
ANNEXURE -20: RESTATED SUMMARY STATEMENT OF CURRENT INVESTMENTS
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
Other Current Investments -
Refer note –(ii) below
Investment in equity instruments of

subsidiaries (unquoted, fully paid - 0.10 0.10 - - -
up)
9,999 Equity shares of ₹ 10 each in
Pennar Building Systems Private
225
November,
2014 2013 2012 2011 2010
2014
Limited
Less: Provision for diminution in

- 0.10 0.10 - - -
value of investments
Total - - - - - -
Investment in mutual funds (Refer
- 255.01 33.00 - - -
Note (i) below)
Total - 255.01 33.00 - - -
Aggregate value of quoted
- 255.01 33.00 - - -
investment
Aggregate market value of quoted
- 255.22 33.06 - - -
investment
Aggregate value of un-quoted
- - - - - -
investment
Note: i. Investment in mutual funds
(₹ in million)
November,
2014 2014 2013 2012 2011 2010
102,089.156 units of Birla sun life

cash plus - Daily dividend-Regular
- 10.23 - - - -
Plan-Reinvestment face value of
₹100.3288 each
2,006,898.915 units of HDFC liquid
fund dividend daily investment - 20.47 - - - -
Reinvest face value of ₹10.1982
317,029.972 units of ICICI pru
liquid - Regular Plan -Daily - 31.72 - - - -
dividend face value of ₹100.0662
1,994,733.701 units of JM Floater
Short Term Fund-Daily dividend - 20.12 - - - -
Option (73) face value of ₹10.0883
2,000,000 units of IDBI FMP-
Dividend Pay-out face value of - 20.00 - - - -
₹10.0993
24,719.84 units of L N T Liquid
Fund Daily dividend Reinvestment - 25.01 - - - -
plan - face value of ₹1,011.6349
56,771.866 units of SBI Debt fund
Series - 90 DAYS Plan dividend - 56.95 - - - -
face value of ₹1,003.2500
29,740.328 units of Reliance liquid
-treasury plan face value of - 45.49 - - - -
₹1,528.7400
24,996.995 units of Axis Liquid -
Daily Dividend face value of - 25.02 - - - -
₹1,000.1178
998.07 units of SBI Magnum Insta
Cash Fund (Growth) face value of - - 2.00 - - -
₹1,000 each
16,843.07 units of SBI Premier
Liquid Fund (Growth) face value of - - 31.00 - - -
₹1,000 each
Total - 255.01 33.00 - - -
226
Note -ii
The Board of Directors at its meeting held on February 08, 2013 passed a resolution for closure of its Wholly
Owned Subsidiary, Pennar Building Systems Private Limited (PBSPL). The Company had filed the required
documents with the Registrar of Companies, Uttarakand on May 07, 2013, who has issued a name struck off
letter on June 03, 2014.
ANNEXURE -21: RESTATED SUMMARY STATEMENT OF INVENTORIES

(At lower of cost and net realisable value)
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
(a) Raw materials 354.96 233.75 160.72 169.10 251.83 82.07

Goods-in-transit 6.23 30.58 3.84 - - -
(b) Work-in-progress 296.65 211.55 104.83 122.89 83.42 6.80
(c) Finished goods 273.65 123.62 101.00 96.79 69.85 42.41
(d) Stores and spares 36.18 32.06 73.61 42.57 35.70 15.80
Goods-in-transit 10.03 18.81 10.73 - - -
(e) Scrap - - 0.86 0.93 1.13 1.94

of restatement - - 10.88 - - - -
Refer Annexure – 5
Total 977.70 661.25 455.59 432.28 441.93 149.02
ANNEXURE – 22: RESTATED SUMMARY STATEMENT OF TRADE RECEIVABLES
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
Trade receivables outstanding for a
period exceeding six months from
the date they were due for payment
*
Secured, considered good 19.65 0.48 3.84 0.30 - -
Unsecured, considered good 281.99 104.10 158.73 93.41 25.91 -
Doubtful 34.11 20.35 4.53 4.88 0.24 -
335.75 124.93 167.10 98.59 26.15 -
Less: Provision for doubtful trade
34.11 20.35 4.53 4.88 0.24 -
receivables
301.64 104.58 162.57 93.71 25.91 -
Other Trade receivables
Secured, considered good 81.60 260.24 185.09 54.91 - -
410.66 588.36 471.04 342.62 228.65 71.15

of restatement - - (12.14) (0.01) (4.38) (7.90) (0.24)
Refer Annexure – 5
Total 712.30 680.80 633.60 431.95 246.66 70.91
Considered good 712.30 680.80 633.60 431.95 246.66 70.91

Considered doubtful
34.11 20.35 4.53 4.88 0.24 -
Total 746.41 701.15 638.13 436.83 246.90 70.91
227
November,
2014 2014 2013 2012 2011 2010
*Includes retention money

100.01 158.20 96.55 10.09 5.52 -
receivables
ANNEXURE – 23: RESTATED SUMMARY STATEMENT OF CASH AND CASH EQUIVALENTS
(₹ in million)
November,
2014 2014 2013 2012 2011 2010
(a) Cash on hand 0.02 0.01 0.02 0.06 0.01 0.03
(b) Cheques on hand - - 6.00 - - -
(iii) In earmarked accounts
- Balances held as margin
money against guarantees and 41.25 41.25 - - - -
Letter of Credits
Total 41.96 61.34 258.99 60.85 54.20 69.24
Cash and cash equivalents as
above meet the definition of Cash
0.71 20.09 258.99 60.85 54.20 69.24
and cash equivalents as per AS 3
'Cash Flow Statements '
ANNEXURE – 24: RESTATED SUMMARY STATEMENT OF SHORT-TERM LOANS AND

ADVANCES
(₹ in million)
November,
2014 2013 2012 2011 2010
2014
(a) Loans and advances to related

parties
Considered doubtful - 0.89 0.89 1.42 0.38 -
Less: Provision
- (0.89) (0.89) - - -
for doubtful advances
- - - 1.42 0.38 -
(b) Security deposits
(c) Loans and advances to employees
Unsecured, considered good - - 2.84 1.68 0.27 -
(d) Prepaid expenses
(e) Balances with government
authorities
Unsecured, considered good
(i) CENVAT credit receivable 20.25 25.76 20.89 4.77 10.30 35.07
(ii) VAT credit receivable - 11.01 3.05 - 3.75 -
(iii) Service Tax credit receivable 4.41 21.30 16.24 7.04 5.92 -
(iv) Customs Duty - - - 0.95 - -
(f) Inter-corporate deposits
228
November,
2014 2013 2012 2011 2010
2014
Unsecured, considered good - 10.02 - - - -
(g) Advances to Contractors,
Suppliers
Considered doubtful 1.59 1.59 1.59 0.20 - -
Less: Provision for doubtful advances (1.59) (1.59) (1.59) (0.20) - -
(h) MAT Credit
Unsecured, considered good - - - - 6.82 -

- - - (0.88) (0.20) -
of restatement - Refer Annexure - 5
Total 153.27 185.64 86.00 79.86 48.26 126.98

Considered doubtful 1.59 2.48 2.48 0.20 - -
Total 154.86 188.12 88.48 80.06 48.26 126.98
ANNEXURE – 25: RESTATED SUMMARY STATEMENT OF OTHER CURRENT ASSETS
(₹ in million)
November,
2014 2014 2013 2012 2011 2010
(a) Unbilled revenue 1.39 1.71 6.92 0.47 2.18 -
(b) Unamortised expenses
Ancillary borrowing costs - - 1.08 3.03 - -
(c) Forward Contract receivable - - 173.17 228.94 - -
(d) Incentive receivable 100.17 84.47 73.54 43.05 13.58 -
(e) Accruals
Interest accrued on deposits 3.63 0.95 0.12 0.05 0.31 0.08
(f) Others
(i) Unamortised premium on
- - 4.95 2.93 - -
forward contract
(ii) Receivables from related
5.28 3.94 0.16 - - -
parties - Refer annexure-35
Total 110.47 91.07 259.94 278.47 16.07 0.08
ANNEXURE – 26: RESTATED SUMMARY STATEMENT OF REVENUE FROM OPERATIONS
(₹ in million)
months period
ended
2014 2013 2012 2011 2010
November 30,
2014
(a) Sale of products (Refer Note (i)
2,372.79 3,750.05 2,819.99 2,446.89 1,495.91 317.39
below)
(b) Sale of service (Refer Note (ii)
149.25 208.57 255.00 189.32 78.51 2.74
below)
(c) Sale of Scrap 52.04 75.89 56.66 49.84 20.63 2.87
Revenue from operations (Gross) 2,574.08 4,034.51 3,131.65 2,686.05 1,595.05 323.00
12.14 (12.14) - - - -
229
months period
ended
2014 2013 2012 2011 2010
November 30,
2014
Total 2,586.22 4,022.37 3,131.65 2,686.05 1,595.05 323.00
Less: Excise duty 230.93 380.42 261.70 227.50 133.85 13.85
1.34 (1.34) - - - -
Total 232.27 379.08 261.70 227.50 133.85 13.85
Total 2,353.95 3,643.29 2,869.95 2,458.55 1,461.20 309.15
(₹ in million)
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
(i) Sale of products comprises :
Manufactured goods
Sale of Steel Structures & Pre
Engineered Building
Components 2,372.79 3,750.05 2,819.99 2,446.89 1,495.91 317.39
Total - Sale of products 2,372.79 3,750.05 2,819.99 2,446.89 1,495.91 317.39
(ii) Sale of services comprises :
Installation of Steel Structures
& Pre engineered building
components 140.85 208.07 239.55 183.23 78.51 2.74
Job Work 8.40 0.50 15.45 6.09 - -
Total - Sale of service 149.25 208.57 255.00 189.32 78.51 2.74
ANNEXURE – 27: RESTATED SUMMARY STATEMENT OF OTHER OPERATING REVENUE
(₹ in million)
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
Incentives on Sales tax &
(i) 17.61 26.23 30.51 26.98 13.58 -
Power
Total 17.61 26.23 30.51 26.98 13.58 -
ANNEXURE – 28: RESTATED SUMMARY STATEMENT OF OTHER INCOME
(₹ in million)
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
(i) Interest income comprises:
Interest from banks on
2.71 14.50 4.37 2.18 1.26 0.15
deposit
Other Interest received 0.23 0.07 - 0.06 0.04 -
Interest on income tax
- - - 0.10 - -
refund
Total - Interest income 2.94 14.57 4.37 2.34 1.30 0.15
(ii) Profit on sale of fixed assets - - - - - 0.14
(iii) Liabilities / provisions no - - 0.02 0.40 0.51 -
230
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
longer required written back
(iv) Foreign exchange gain (net) 0.07 0.11 3.34 - - -
Dividend income on mutual
(v) 6.70 4.01 - - - -
funds
Net profit on sale of Mutual
(vi) - 8.29 0.13 - - -
Funds
Other non-operating income
(vii)
comprises:
Provision for trade
- 0.12 0.01 - - -
receivables written back
Miscellaneous Income 1.49 0.97 1.17 1.25 1.40 0.67
Total - Other non-operating
8.26 13.50 4.67 1.65 1.91 0.81
income
account of restatement - - (0.12) 0.11 (0.39) (0.11) 0.51
Refer Annexure - 5
Total 11.20 27.95 9.15 3.60 3.10 1.47
ANNEXURE – 29: RESTATED SUMMARY STATEMENT OF COST OF MATERIAL CONSUMED
A. Cost of materials consumed- Refer Note: i)
(₹ in million)
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
Opening stock 233.75 160.72 169.10 251.83 82.07 -
Add: Purchases 1,655.19 2,294.82 1,742.21 1,466.27 1,156.66 299.54
1,888.94 2,455.54 1,911.31 1,718.10 1,238.73 299.54
Less: Expenses incurred towards
- 8.03 16.52 - 9.36 2.79
capital projects
Less: Closing stock 354.96 233.75 160.72 169.10 251.83 82.07
Total 1,533.98 2,213.76 1,734.07 1,549.00 977.54 214.68
i) Cost of materials consumed
(₹ in million)
months
period ended
2014 2013 2012 2011 2010
November
30, 2014
HR Plates 554.19 597.11 701.73 727.07 458.84 100.77
GP Coils 166.61 343.77 360.06 263.44 166.26 36.51
Sheeting Coils 99.20 198.59 265.29 218.14 137.66 30.23
HR Sections 448.61 561.49 134.35 184.69 116.55 25.60
Bought outs 265.37 512.80 272.64 155.66 98.23 21.57
Total 1,533.98 2,213.76 1,734.07 1,549.00 977.54 214.68
231
B. Changes in inventories of finished goods and work-in-progress
(₹ in million)
months
period ended
2014 2013 2012 2011 2010
November
30, 2014
Inventories at the end of the
period / year:
Finished goods 273.65 123.62 101.00 96.79 69.86 42.41
Work-in-progress 296.65 211.55 104.83 122.89 83.42 6.80
Scrap - - 0.86 0.93 1.13 1.94
570.30 335.17 206.69 220.61 154.41 51.15
Inventories at the beginning of
the year:
Finished goods 123.62 101.00 96.79 69.86 42.41 -
Work-in-progress 211.55 104.83 122.89 83.42 6.80 -
Scrap - 0.86 0.93 1.13 1.94 -
335.17 206.69 220.61 154.41 51.15 -
account of restatement - Refer (10.88) 10.88 - - - -
Annexure - 5
Net (increase) / decrease (224.25) (139.36) 13.92 (66.20) (103.26) (51.15)
ANNEXURE – 30: RESTATED SUMMARY STATEMENT OF EMPLOYEE BENEFITS EXPENSE
(₹ in million)
months
period ended
2014 2013 2012 2011 2010
November
30, 2014
Salaries, Wages and bonus 167.24 199.04 160.16 128.42 88.42 58.65
Contributions to provident and
9.17 12.69 10.46 9.00 6.13 3.47
other funds
Gratuity 3.86 3.63 3.94 2.08 1.01 -
Staff welfare expenses 6.90 8.20 7.73 3.99 2.91 1.20
187.17 223.56 182.29 143.49 98.47 63.32
- 0.48 1.16 - 4.35 10.08
capital projects
Total 187.17 223.08 181.13 143.49 94.12 53.24
ANNEXURE – 31: RESTATED SUMMARY STATEMENT OF FINANCE COSTS
(₹ in million)
months
period ended
November 2014 2013 2012 2011 2010
30, 2014
(a) Interest expense on:
(i) Borrowings 21.02 35.75 50.09 57.35 47.18 12.47
(ii) Trade payables 2.86 0.94 - - - -
(iii) Others
- Interest on delayed payment 2.69 1.35 4.71 1.28 1.92 -
of income taxes
(b) Other borrowing costs 39.96 38.96 57.01 50.91 18.81 15.13
232
months
period ended
November 2014 2013 2012 2011 2010
30, 2014
(c) Loss on foreign currency - - 3.55 - - -
transactions and translation (net)
Less: Capitalised - - - - - (11.41)
Total 66.53 77.00 115.36 109.54 67.91 16.19
ANNEXURE – 32: RESTATED SUMMARY STATEMENT OF OTHER EXPENSES
(₹ in million)
months
period ended
November 2014 2013 2012 2011 2010
30, 2014
Consumption of stores and spare
164.60 241.49 62.83 105.87 57.66 12.86
parts
Increase / (decrease) of excise duty
9.05 2.42 4.77 2.44 3.97 -
on inventory
Subcontracting 177.84 250.81 93.75 95.11 51.04 10.31
Erection Expenses 132.96 200.45 227.99 173.44 76.19 5.71
Power and fuel 11.98 14.28 18.01 10.35 6.99 2.31
Other manufacturing cost 3.62 5.29 4.43 4.64 1.43 0.44
Rent including lease rentals (net) 13.04 15.09 15.36 12.03 8.46 6.68
Repairs and maintenance -
0.30 0.15 0.37 0.60 0.17 0.08
Machinery
Repairs and maintenance - Others 0.20 0.21 0.42 0.50 0.28 -
Insurance 2.64 3.45 4.80 3.68 3.32 0.90
Rates and taxes 0.49 6.37 1.83 2.32 4.04 2.13
Communication 3.04 4.39 3.65 3.48 2.55 1.84
Travelling and conveyance 29.03 41.26 33.08 27.56 14.36 6.06
Printing and stationery 1.71 3.27 3.30 2.67 2.12 0.66
Freight and forwarding 82.71 139.16 84.84 81.39 49.07 4.33
Marketing and Selling expenses 45.96 19.07 22.14 13.68 24.40 13.05
Office Maintenance 10.35 14.51 9.06 6.22 2.94 2.54
Security Charges 1.84 2.69 2.35 2.40 1.46 0.77
Donations and contributions 0.67 0.77 0.57 0.53 0.07 -
Legal and professional 11.33 10.68 11.91 12.06 10.70 4.15
Payments to auditors (Refer Note
0.80 1.21 1.21 1.01 0.77 0.60
below)
Doubtful loans and advances
0.89 - 0.20 - - -
written off
Less: Provision for loans and
(0.89) - (0.20) - - -
advances written back
Trade receivables written off - 4.53 - 4.65 - -
Less: provision released - (4.53) - - - -
Provision for doubtful trade
13.84 20.36 4.53 - 0.24 -
receivables
Provision for loans and advances - - 2.48 0.20 - -
Net loss on foreign currency
transactions and translation (other - - - 0.90 1.34 -
than considered finance cost)
Provision for losses (diminution in
value of investments) in subsidiary - - 0.10 - - -
companies (net)
Loss on fixed assets sold / scrapped - 0.69 - 0.02 0.58 -
233
months
period ended
November 2014 2013 2012 2011 2010
30, 2014
/ written off
Miscellaneous expenses 1.31 4.73 5.47 2.74 1.90 0.97
719.31 1,002.80 619.25 570.49 326.05 76.39
- 2.26 3.35 - 1.24 7.29
capital projects
account of restatement - Refer (1.20) 1.20 (5.25) (2.84) 7.86 0.24
Annexure - 5
Total 718.11 1,001.74 610.65 567.65 332.67 69.34
Note
Payments to the auditors comprises
(net of service tax input credit):
(a) To statutory auditors
For audit 0.73 1.10 1.10 0.95 0.75 0.60
Reimbursement of expenses 0.02 0.03 0.03 0.02 0.02 -
(b) To cost auditors for cost audit 0.05 0.08 0.08 0.04 - -
Total 0.80 1.21 1.21 1.01 0.77 0.60
ANNEXURE – 33: STATEMENT OF TAX SHELTERS
(₹ in million)
months period
Particulars ended
2014 2013 2012 2011 2010
November 30,
2014
Tax rate - Normal (including
surcharge and education cess where 33.99% 33.99% 32.45% 32.45% 33.22% 30.90%
applicable
Tax rate - MAT (including
surcharge and education cess where 20.01% 20.01% 20.01% 20.01% 19.93% 15.45%
applicable
Profit before tax, as per Restated
62.46 287.77 223.55 156.87 88.83 3.70
statement of profit and loss
Adjustments:
Permanent differences
Donations 0.67 0.05 0.57 0.53 - -
Straight line lease rent 0.67 - - - - -
(Profit)/loss on sales of assets - 0.69 - 0.02 - -
Dividend on mutual fund (6.70) (4.01) - - -
Share issue expenses - - 0.81 - - -
Interest on income tax and TDS 4.24 3.11 4.61 - - -
Total permanent difference (1.12) (0.16) 5.99 0.55 - -
Timing difference
Difference between book and tax
depreciation as per Return of (21.93) (33.68) (21.13) (27.69) - -
Income
Provision for doubtful debts 13.84 20.35 2.24 4.65 0.24 -
Provision for employee benefits 19.68 (0.30) 4.56 4.51 - -
Disallowance u/s 40(a)(i)(a) (22.76) 1.53 55.87 1.26 - -
234
months period
Particulars ended
2014 2013 2012 2011 2010
November 30,
2014
Total timing difference E (11.17) (12.10) 41.53 (17.27) 0.24 -
Total tax before restatement
17.05 92.11 87.94 45.47 17.83 0.57
adjustments
Less: Tax impact of restatement
0.38 (0.42) 1.74 0.79 (1.59) 0.04
adjustments
Total Tax 16.67 92.53 86.20 44.68 19.42 0.53
Less: Mat credit u/s115JAA - - - - (6.82) -
Total tax as per books of accounts 16.67 92.53 86.20 44.68 12.60 0.53
Total tax as per return of income - 92.16 58.18 44.33 12.52 0.53
Excess/(short) provision as per
- 0.37 28.02 0.35 0.08 0.00
books
Refer
Refer Note-3 Refer Note- Refer Note-
Note-1
below 2 below 1 below
below
Notes:
1. Tax payable under section 115 JB, being higher than the tax computed under the Income Tax Act, 1961.
2. Difference is on account of incentives of ₹ 30.71 million and amount disallowed due non deduction of
TDS of ₹ 55.87 million for which TDS subsequently remitted before filing the return of income, which
resulted in reduction of tax expense of ₹ 28.02 million
3. The permanent/timing differences for eight months period ended 30 November 2014, has been derived on
the basis of provisional computation of total income prepared by the Company in line with the final
return filed for the Assessment year 2014-15 and are subject to any change that may be considered at the
time of filing of final return of the income for the assessment year 2015-16.
ANNEXURE – 34: STATEMENT OF CAPITALISATION
(₹ in million)
Pre-Issue Post Issue*
Particulars As at 30 November,
2014
Borrowings:
Short-term borrowings 328.42
Long-term borrowings 1.21
Add: Current maturities of long term borrowings 0.44
Total borrowings 330.07
Shareholders' fund
Share capital 304.69
Reserves as restated 811.87
Total shareholders' fund 1,116.56
Long-term borrowings / shareholders' fund 0.001
Notes:
1. Short term borrowings represent borrowings which are due within 12 months
235
2. Long term borrowings represent borrowings other than short term borrowings, as defined above.
* Share capital and reserves and surplus post issue can be calculated only on the conclusion of the book built
process.
ANNEXURE – 35: RESTATED SUMMARY STATEMENT OF SIGNIFICANT TRANSACTIONS

WITH RELATED PARTIES AND BALANCES
Related party transactions

a Details of related parties:
Description of relationship Names of related parties
Holding Company Pennar Industries Limited
Pennar Building Systems Private Limited

Subsidiary
(Refer annexure - 20(ii))
Key Management Personnel (KMP) Nrupender Rao - Chairman
PV Rao - Managing Director
Aditya N Rao - Vice Chairman
Relatives of KMP J Rajyalakshmi (Wife of Nrupender Rao)
Avanti Rao & Arathi Rao (Daughters of Nrupender Rao)
Usha Ramani (Wife of PV Rao)
Sobha Idupuganti ( Sister of PV Rao)
Potluri Seetal (Son of PV Rao)
Potluri Ujwal (Son of PV Rao)
D Sudeepta Rao (Wife of Aditya N Rao)
Reyansh (Son of Aditya N Rao)
Company in which KMP / Relatives of
Pennar Enviro Limited (formerly known as Pennar Chemical Limited)
KMP have significant influence
Pennar Management Services Limited (formerly known as Pennar
Chemicals Limited)
Saven Technologies Limited
Note: Related parties have been identified by the Management.
Details of related party transactions and status of balances outstanding
(₹ in million)
b Particulars For the eight For the year ended 31 March,
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
Holding Company
Transactions during the
period / year
Share capital - - - - - 185.00
Purchase of goods 57.43 388.41 165.06 16.91 94.77 46.13
Purchase of fixed assets 0.45 - - - - 82.23
Sale of goods 11.65 0.78 0.79 16.09 76.18 21.34
Sale of fixed assets - - - - - 7.29
Rendering of services - 0.10 2.17 5.20 - -
Receipt of services 3.63 2.74 2.82 2.83 3.89 -
Reimbursement of Rent and
10.76 18.81 5.54 2.37 0.25 -
other expenses
Guarantees and collaterals 1,906.80 1,706.80 1,737.60 1,336.30 895.20 610.00
Rent deposit received - 6.22 0.60 - 0.73 -
Closing Balance as at - - - - - -
Loans and advances - - 0.12 0.51 0.07 -
Advance received - - 30.00 - - -
Advance repaid - - 30.00 - - -
Trade and other receivables 16.27 1.59 0.23 3.70 1.36 -
236
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
Trade and other payables 56.20 135.75 59.69 11.97 7.95 11.78
Rent deposit received 7.55 7.55 1.33 0.73 0.73 -
Subsidiary Company

period / year
Advance given - - - 0.78 - -
Provision for Doubtful
- - 0.89 - - -
Advance
Closing Balance as at
Loans and advances - 0.89 0.89 0.78 - -
Provision for Doubtful
- (0.89) (0.89) - - -
Advance
KMP

period / year
Share capital - - - - - 15.31
Guarantees and collaterals 1,906.80 1,706.80 1,737.60 1,336.30 895.20 610.00
Managerial Remuneration 9.65 8.95 9.20 6.00 5.98 -
Trade and other payables - - 2.60 0.35 - -
Relatives of KMP

period / year
Issue of Share capital - - - - - 37.55
Company in which KMP /

Relatives of KMP have
significant influence
Pennar Enviro Limited

period / year
Rendering of services - - 0.05 - - -
Receipt of services 0.29 0.11 0.30 - - -
Reimbursement of Rent and
0.08 3.58 1.32 0.78 0.27 -
other expenses
Rent deposit received - - - - 0.36
Trade and other receivables 2.28 2.86 - - - -
Trade and other payables - - 0.36 - - -
Loans and advances - - 0.03 0.14 0.05 -
Rent deposit received 0.36 0.36 0.36 0.36 0.36
Saven Technologies Limited

period / year
Receipt of services 0.52 1.15 2.05 1.55 - -
237
months period
ended
November 30, 2014 2013 2012 2011 2010
2014
Trade and other payables 0.18 0.11 0.54 1.16 - -
ANNEXURE – 36: Restated Summary Statement of Dividend Paid / Proposed by the Company
(Number in Million, Except Per Share Data)

months period
ended
Particulars
November 30, 2014 2013 2012 2011 2010
2014
Class of Shares
Face value : ₹ 10 per share
No. of Equity Shares 25.00 25.00 25.00 25.00 25.00 25.00
No. of Compulsorily Convertible
5.47 5.47 2.49 - - -
Preference Shares (CCPS)
Dividend on Equity Shares

Rate of Dividend (%) - - - - - -
Dividend Per Share (₹) - - - - - -
Amount of Dividend (₹) - - - - - -
Dividend on CCPS
Rate of Dividend (%) - - - - - -
Dividend Per Share (₹) - - - - - -
Amount of Dividend (₹) - - - - - -
238
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with
our restated financial information for each of fiscal years 2010, 2011, 2012, 2013 2014 and as of and for the
eight months period ended November 30, 2014, including the notes thereto and the report thereon, which
appear elsewhere in this Draft Red Herring Prospectus. This financial information have been prepared in
accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI
Regulations and as described in the report of our auditors dated February 11, 2015, which is included under
the section titled "Financial Statements" of this Draft Red Herring Prospectus. The restated financial
information has been prepared on a basis that differs in certain material respects from generally accepted
accounting principles in other jurisdictions, including US GAAP and IFRS. Accordingly, the degree to which
the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader's level of familiarity with Indian GAAP, the
Companies Act and the SEBI Regulations.
Our restated financial information for each of fiscal years 2012, 2013 and 2014 have been prepared and
presented in accordance with the format prescribed under revised Schedule VI to the Companies Act, 1956
(the "Revised Schedule VI") pursuant to Notification S.O. 447(E) dated February 28, 2011 issued by the
Ministry of Corporate Affairs, Government of India. Restated financial information relating to each of fiscal
years 2010 and 2011 has been reclassified in accordance with Revised Schedule VI.
Our fiscal year ends on March 31 of each year; all references to a particular fiscal year are to the twelve
month period ended March 31 of that year.
This discussion contains forward looking statements and reflects our current views with respect to future
events and financial performance. Such statements and views are subject to certain risks, uncertainties and
assumptions that could cause actual results to differ materially from those expectations and forecasts. Actual
results may differ materially from those anticipated in these forward looking statements as a result of certain
factors such as those set forth in “Risk Factors” and “Forward Looking Statements” on Page 16 and 14,
respectively. Under no circumstances should the inclusion of such information in this Draft Red Herring
Prospectus be regarded as a representation, warranty or prediction with respect to the accuracy of our
underlying assumptions, or that these results will be achieved or are likely to be achieved.
Overview
We are one of the leading custom designed building systems solutions providers in India (Source: Care
Report, 2015). Our capabilities include designing, manufacturing, supply and assembly of custom designed
building systems. Our products and services include pre-engineered buildings, design and engineering
services, solar module mounting structures, cold form buildings and structural steel products which are
widely used for various manufacturing, warehousing, industrial, infrastructure and custom designed
commercial buildings.
erection of solar module mounting structures for generation of solar power; design, manufacturing, supply
and erection of structural steel buildings and cold form buildings. In addition to providing design and
engineering services for the projects which are designed, manufactured and supplied by us, we have also
provided design and engineering services for projects being executed by others. Since our inception, we have
experienced sustained growth in financial indicators including our revenue, EBITDA, PAT, ROC and ROCE
as well as a consistent improvement in our balance sheet position in the last five fiscals. For further details
on our financial performance please refer to section titled “Financial Statements” on Page 190 and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Page 239.
Our core product, i.e. pre-engineered buildings are steel buildings which are custom designed and fabricated
to every customer’s requirements in accordance with the applicable standards. The fabrication of pre-
engineered building components is carried out in our manufacturing facility under strict quality control at
every level of production and as per detailed designs created by us and approved by our customers. Pre-
239
engineered buildings offer enhanced speed in delivery and erection, flexibility in expansion and are capable
of withstanding weather pattern changes. In addition to our core manufacturing activities for pre-engineered
building systems, our operations also include (i) design, supply and erection of solar module mounting
structures for solar energy parks; (ii) design, manufacturing, supply and assembly of commercial buildings
such as high-rise buildings, multi-level car-parks, low cost housing and other structural steel products; and
(iii) cold form structures like schools, low cost housing. We also provide design and engineering services to
our customers using advanced software platforms.
We have a non-exclusive technical know-how licensing arrangement with NCI Group, Inc., an established
player in the United States’ metals buildings market, for supply of standing seam roofing panel system in
India under the brand name ‘Double Lok®’. We are one of the few companies that offer leak-proof roofing
systems in India. We have also entered into a design services out-sourcing agreement with a US based entity
engaged in business similar to ours, pursuant to which we offer our design and engineering services to them
by using their software for manufacturing of pre-engineered buildings by them for their overseas customers.
Our manufacturing facility, which is spread over an area of 35 acres and 271/2 guntas is located at
Ankenpally Village, Sadashivpet in the State of Telangana on the Hyderabad-Mumbai National Highway
(NH-9). It is equipped with high-precision machines to fabricate and supply quality-replete steel buildings
and has a production capacity of 90,000 MT per annum of fabricated structural metal products a year. Our
manufacturing facility also houses a testing lab for quality checks of our products at various stages of
manufacturing. Our manufacturing facility has received a “Gold Rating” from the Indian Green Building
Council for our practices in green building technology which includes incorporation of solar PV system,
sewage treatment plant, energy efficient designs for the building, and drought tolerant species for
landscaping among others. Our manufacturing facility is also ISO 9001:2008 (Design, manufacture, supply
and erection of pre-engineered building systems) certified.
We believe that we have established our execution capabilities in a very short span of time, which has
enabled us to develop firm relationships with various manufacturing and infrastructure companies and have
managed to secure repeat orders from our customers. We have an established track record of executing
projects with distinctive features, some of which were achieved for the first time in the Indian pre-
engineered buildings industry. Some of our key projects include (i) execution of a 99 metre clear span
building with 27 metre peak high, the single largest clear span building ever executed by a PEBS player in
India; (ii) execution of the first pre-engineered building in India with EOT crane capacity of 250 MT; (iii)
execution of a multi-storied building in pharma sector with a height of 33 metre (ground + 7 floors); (iv)
execution of a 400,000 sq ft National Distribution Centre for a leading retail and distribution entity. In
addition to the aforesaid, our products have also been used for metro stations, international airports, aircraft
hangars and military engineering services projects. We have a strong customer profile and cater to some of
the leading manufacturing companies in India. Some of our major customers include Ultratech Cement
Limited, India Cements Limited, Volvo India Private Limited, Larsen & Toubro Limited (CMB Division),
Calderys India Refactories Limited, Maha Logistics Private Limited, Etco Denim Private Limited, Shyam
Indofab Private Limited, Rudrapratap Indian Logistics Private Limited, Indian Corporation and Azure
Power.
We are a subsidiary of Pennar Industries Limited ("PIL"), a manufacturer of engineering products. The
equity shares of PIL are listed on the BSE, NSE and MCX since 1988, 2010 and 2013, respectively.
were ` 2,686.05 million, ` 3,131.65 million, ` 4,022.37 million and ` 2,586.22 million, respectively. In
fiscal 2012, 2013, 2014 and the eight months ended November, 2014, profit after tax, as restated were `
105.82million, ` 147.62 million, ` 181.86 million and ` 41.66 million, respectively. As of February 28,
2015, we had 147 ongoing projects across 16 states in India at various stages of execution aggregating to a
total order value of ` 3,700.67 million. Our Order Book information is only indicative of future revenues and
you should not place undue reliance on such information in making an investment decision.
240
Principal Factors Affecting our Results of Operations
Our business is subject to various risks and uncertainties, including those discussed in the section titled “Risk
Factors” on Page 16. Some of the important factors that have affected and we expect will continue to affect
our results of operations, financial condition and cash flows are discussed below:
Our ability to successfully win new contracts
Our pre-engineered building contracts along with the contracts for our other products are typically awarded
through a limited competitive bidding process, wherein our prospective customers calls for quotations from
different PEB players. In selecting contractors for major projects, customers generally limit the tender
process to contractors who have pre-qualified based on several criteria including experience, technical and
technological capacity, previous performance, reputation for quality, safety record, the financial strength of
the bidder as well as its ability to provide performance guarantees. However, price competitiveness of the
bid is typically one of the most important selection criterion. We believe that our experience in our industry
and our long term relationships with our customers enable us to better understand our customer’s
requirements and better evaluate the scope of work and risks involved in a project we bid for.
Product and market mix and growth of new lines of business
Since our inception, we have diversified our product and services portfolio and intend to continue to add
new products in our portfolio. Sale of steel structure and pre-engineered building components, which is our
core product contributed 91.07%, 88.14% and 89.35% to our total revenue in fiscal 2014, 2013 and 2012,
respectively. We intend to reduce our reliance on pre-engineered buildings as a contributor to our revenue
from operations in the last three Fiscals due to diversification in our product and services portfolio.
Our ability or inability to expand our product portfolio and the resultant change in the mix of products can
have a significant impact on our results of operations due to different margins and sale trends in each
product segment. As the production volume of our various products fluctuates primarily based on market
demand and production capacity for such products, the percentage of revenue from those products may also
fluctuate between varying margin and average realization products, which will in turn cause our revenues,
operating margins and corresponding profits to fluctuate.
Lump-sum Contracts
Most of our projects are performed on a lump-sum contract basis. Under a lump-sum price contract, we
agree on the price for the entire project, based upon specific assumptions and scope of work agreed.
Escalation, if any is permitted only under significant delays attributable to our customers or changes in the
specifications and rise in costs of the raw materials above a certain threshold (as may be agreed in the
contract). Our expenditure in executing a lump-sum contract may vary substantially from the assumptions
underlying our financial quote submitted to the customer for several reasons, including unanticipated
changes in engineering design of the project, unanticipated increases in the cost of equipment, material or
manpower, delays associated with the delivery of equipment and materials to the project site, unforeseen
construction conditions, delays caused by local weather conditions and suppliers’ or our building
contractors’ failure to perform, delays caused due to obtaining the necessary clearances or arranging the
necessary financing. Equipment and raw materials costs constitute a significant part of our operating
expenses, and unanticipated increases in such costs if not taken into account in our bid may adversely affect
our results of operations. Our ability to pass on increase in overall material prices may be limited or non-
existent under lump-sum contracts with limited price variation provisions.
Raw Material, Input and Employee Costs
Our expenditure on cost of materials consumed (including change in inventories of finished goods and
work-in progress) represented 56.10%, 60.08% and 59.57% of our total revenue, for fiscals 2014, 2013 and
2012, respectively. Our financial condition and results of operations are significantly impacted by the
availability and cost of raw materials, particularly steel.
The main raw materials required for our business is steel in various descriptions and thickness i.e. hot rolled
plates, galvanized steel coil sheets, sheeting coils, hot rolled sections, bought outs and other consumables.
High strength plates complying to the American and European standards are used for fabrication of primary
members like beams, columns and rafters. We source most of our steel requirements from suppliers such as
241
JSW Steel Limited, JSW Steel Coated Products Limited, Tata Bluescope Steel Limited, Tata Steel Limited,
Sujana Metal Products Limited and Uttam Galva Steels Limited.
Commodity prices are influenced by, among other factors, changes in global economic conditions, industry
cycles, availability of primary raw material, demand-supply dynamics, attempts by particular producers to
capture market share and speculation in the market. Our contracts with our customers are on a fixed price
basis and any negotiation on the price is permitted only under significant delays due to reasons attributable
to the customer. Since our contracts do not ordinarily permit escalation of price, any significant price
changes in our material costs during this period, can have a negative impact on our profitability.
Employee benefit expenses comprise our second largest expense after cost of materials consumed. In fiscal
2014, 2013 and 2012, our employee costs aggregated to ₹ 223.08 million, ₹ 181.13 million and ₹ 143.49
million, respectively. Our employee benefit expenses represented 6.03%, 6.23% and 5.76% of our total
revenue, for fiscals 2014, 2013 and 2012, respectively. We are both backward and forward integrated in
terms of our operations which as a business model inherently has higher manpower cost but at the same time
helps in managing material cost, product quality and customer service levels. However, we believe that we
have sufficient human resources to sustain our current operations and planned growth, particularly at the
management level, and we expect to improve our operational efficiency by reducing our employee costs as a
percentage of our total revenue as a step forward. As all our manpower is located in India, rising wages and
regulatory changes in India may have a material impact on our net income.
The composition of our Order Book and our ability to execute such contracts
Our Order Book, the likelihood of the completion of contracts reflected in our Order Book and the period
over which such contracts are likely to be executed, may vary significantly based on the product, and various
factors that may affect our operations or the time period within which we are able to execute such contracts.
Many of these factors may be beyond our control. For further discussion on various factors that may affect
the execution of our projects and consequently the realization of our Order Book as of a particular date, see
the section titled "Risk Factors" beginning on Page 16. Accordingly, the realization of our Order Book and
the effect on our revenues from operations may vary significantly from reporting period to reporting period
depending on the nature of such contracts, actual performance of such contracts, as well as the stage of
completion of such contracts as of the relevant reporting date as it is impacted by applicable accounting
principles affecting revenue and cost recognition. Even where a project proceeds as scheduled, it is possible
that contracting parties may default or delay and fail to pay amounts owed. Any delay, cancellation or
payment default could adversely affect our cash flow position, revenues and/or profit.
Government Incentives
Pursuant to the incentives extended to our Company under the Industrial Investment Promotion Policy 2005
– 2010 (“IIPP”), we receive (i) a 50% reimbursement of VAT and CST; and (ii) a reimbursement of the
electricity costs incurred by us at our manufacturing facility at the rate of ₹ 0.75 per unit on a quarterly basis.
These incentives are available to us for a period of 5 years from date of commencement of the commercial
commencement at our manufacturing facility. We have applied for an extension of the period of incentives
for a further period of 5 years. Our failure to get these incentives extended for an additional period of 5 years
will adversely affect our cash flow position, revenues and/or profit.
Macroeconomic Conditions
Our business depends substantially on global economic conditions. The global economic downturn, which
began in 2008, coupled with the global financial and credit market disruptions, weakened end
markets, diminished demand and credit availability, and increased borrowing costs. There may also be a
number of secondary effects of an economic downturn, such as the insolvency of suppliers or customers,
delays in deliveries by suppliers, payment delays and/or stagnant demand by customers. Cuts in federal or
central, state and local government investment as well as consequent impairment in infrastructural facilities
and growth can also drag down global and national growth rates.
While the global and the Indian economy has recovered to some extent, we are unable to predict with any
degree of certainty the pace or sustainability of economic recovery, the volumes of federal or central, state
and local government investment, or the effects of regulatory intervention.
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Basis of presentation of Financial Statements
Pursuant to the Revised Schedule VI, which significantly changes the presentation of, and disclosure made
in, the financial statements of Indian companies. Accordingly, we have modified the manner in which we
present our financial statements as of and for the years ended March 31, 2012, 2013 and 2014 so that the
presentation of such financial statements is consistent with the Revised Schedule VI, which became
applicable to us during fiscal year 2012. In connection with this exercise, we have reclassified our restated
financial statements as of and for the financial years ended March 31, 2010 and 2011 in order to provide
comparability with our restated financial statements as of and for the year ended March 31, 2012.
The adoption of the Revised Schedule VI does not impact the recognition and measurement principles
followed for the preparation of our financial statements. However, it does have a significant impact on the
presentation of, and disclosure made in our financial statements, particularly with respect to the presentation
of the statement of assets and liabilities. As a result, for financial periods ending subsequent to financial year
2012, we have presented all financial statements in accordance with the Revised Schedule VI.
The discussion below in this section compares:
(i) the financial condition, results of operations and cash flows for the eight month period ended
November 30, 2014, based on our restated financial statements as of and for the eight month period
ended November 30, 2014, with that as of and for the year ended March 31, 2014, each presented in
accordance with the format prescribed by the Revised Schedule VI;
(ii) the financial condition, results of operations and cash flows for the year ended March 31, 2014,
based on our restated financial statements as of and for the year ended March 31, 2014, with that as
of and for the year ended March 31, 2013, each presented in accordance with the format prescribed
by the Revised Schedule VI;
(iii) the financial condition, results of operations and cash flows for the year ended March 31, 2013,
based on our restated financial statements as of and for the year ended March 31, 2013, with that as
of and for the year ended March 31, 2012, each presented in accordance with the format prescribed
by the Revised Schedule VI;
(iv) the financial condition, results of operations and cash flows as of and for the year ended March 31,
2012, based on our restated financial statements as of and for the year ended March 31, 2012,
presented in accordance with the format prescribed by the Revised Schedule VI with that as of and
for the year ended March 31, 2011, reclassified in accordance with the format prescribed by the
Revised Schedule VI; and
Significant Accounting Policies
A summary of the significant accounting policies applied in the preparation of our financial statements is set
out in the notes to the financial statements included elsewhere in this Draft Red Herring Prospectus.
The preparation of our financial statements in conformity with Indian GAAP requires our management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent liabilities at the date of such financial statements and the results of operations during the
reporting period. Examples of such estimates include estimate of cost expected to be incurred to complete
performance under composite arrangements, income taxes, provision for warranty, employment retirement
benefit plans, provision for doubtful debts and estimated useful life of the fixed assets. By their nature, these
judgments and estimates are subject to a degree of uncertainty. These judgments are based on our historical
experience, terms of existing contracts, and our observance of trends in the industry, information provided
by our clients and information available from other third party sources, as appropriate. There can be no
assurance that our judgment will prove correct or that actual results reported in future periods will not differ
from our expectations reflected in our accounting treatment of certain items. Any revision to accounting
estimates is recognized prospectively in current and future periods.
While all aspects of our financial statements should be read and understood in assessing our current and
expected financial condition and results of operations, we believe that the following significant accounting
policies warrant particular attention.
243
 Revenue Recognition
Sale of goods and income from services
Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of
ownership to the buyer, which generally coincides with the delivery of goods to customers.
Revenue from services is recognised as per the terms of contract with the customer using the proportionate
completion method. Percentage of completion is determined as a proportion of the costs incurred upto the
reporting date to the total estimated costs.
Sales include excise duty, service tax and sales tax.
 Inventories
Raw materials, finished goods, work-in-progress and stores & spares are valued at the lower of cost
(weighted average basis) and the net realisable value after providing for obsolescence and other losses,
where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including
octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include
appropriate proportion of overheads and where applicable, excise duty. Materials in transit are valued at
cost.
 Depreciation and amortisation
Upto March 31, 2014, depreciation has been provided on the straight-line method as per the rates prescribed
in Schedule XIV to the Companies Act, 1956. Effective from April 1, 2014, we have charged depreciation
on the straight line method based on the revised remaining useful life of assets as per the requirements of
Schedule II of the Companies Act, 2013.
o Leasehold improvements are amortised over the duration of the lease

o Intangible assets are amortised over their estimated useful life as follows:
 License fees, over the duration of license or 10 years whichever is less

 Software over the duration of 10 years
o Assets costing less than ` 5,000 each are fully depreciated in the year of capitalization.
 Tangible Fixed Asset
Fixed assets are carried at cost net of CENVAT and VAT less accumulated depreciation. The cost of fixed
assets includes all the financial costs and other incidental expenses up to the date of commissioning.
Machinery spares which can be used only in connection with an item of fixed asset and whose use is
expected to be irregular are capitalised and depreciated over the useful life of the principal item of the
relevant assets. Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if
such expenditure results in an increase in the future benefits from such asset beyond its previously assessed
standard of performance.
Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included
in the project cost till commissioning of the project.
Capital work in progress: Projects under which tangible fixed assets are not ready for their intended use and
other capital work-in-progress are carried at cost, comprising direct cost, related incidental expenses and
attributable interest.
 Intangible Assets
Intangible assets are carried at cost less accumulated amortisation. The cost of an intangible asset comprises
its purchase price, including any import duties and other taxes (other than those subsequently recoverable
from the taxing authorities), and any directly attributable expenditure on making the asset ready for its
244
intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after
its purchase / completion is recognised as an expense when incurred unless it is probable that such
expenditure will enable the asset to generate future economic benefits in excess of its originally assessed
standards of performance and such expenditure can be measured and attributed to the asset reliably, in which
case such expenditure is added to the cost of the asset.
 Cash flow Statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The
cash flows from operating, investing and financing activities of our Company are segregated based on the
available information.
 Government grants, subsidies and export incentives
Government grants and subsidies are recognised when there is reasonable assurance that our Company will
comply with the conditions attached to them and the grants / subsidy will be received. Government grants
whose primary condition is that our Company should purchase, construct or otherwise acquire capital assets
are presented by deducting them from the carrying value of the assets. The grant is recognised as income
over the life of a depreciable asset by way of a reduced depreciation charge.
Income from sales tax and power incentives are recognised on accrual basis, when the right to receive the
credit is established and there is no significant uncertainty regarding the ultimate collection.
Other Government grants and subsidies are recognised as income over a period necessary to match them
with the costs for which they are intended to compensate, on a systematic basis.
 Employee benefits
Defined Contribution plans – Our Company's contribution to provident fund and employee state insurance
scheme are considered as defined contribution plans and are charged as an expense as they fall due based on
the amount of contribution required to be made.
Defined Benefit plans - For defined benefit plans in the form of gratuity fund the cost of providing benefits
is determined using the projected unit credit method, with actuarial valuations being carried out at each
balance sheet date. Actuarial gains and losses are recognised in the statement of profit and loss in the year in
which they occur. Past service cost is recognised immediately to the extent that the benefits are already
vested and otherwise is amortised on a straight-line basis over the average period until the benefits become
vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the
defined benefit obligation as adjusted for unrecognised past service cost.
Short term employment benefits - The undiscounted amount of short-term employee benefits expected to be
paid in exchange for the services rendered by employees are recognised during the year when the employees
render the service. These benefits include performance incentive and compensated absences which are
expected to occur within twelve months after the end of the year in which the employee renders the related
service. The cost of such compensated absences is accounted as under:
(a) in case of accumulated compensated absences, when employees render the services that increase
their entitlement of future compensated absences; and
(b) in case of non-accumulating compensated absences, when the absences occur.
Long term employment benefits - Compensated absences which are not expected to occur within twelve
months after the end of the year in which the employee renders the related service are recognised as a
liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value
of the plan assets out of which the obligations are expected to be settled.
 Taxes on Income
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with
the provisions of the Income Tax Act, 1961.
245
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits
in the form of adjustment to future income tax liability, is considered as an asset if there is convincing
evidence that our Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the
balance sheet when it is probable that future economic benefit associated with it will flow to our Company.
Changes in the Accounting Policies
There have been no changes in the accounting policies in the last 5 years.
Revenue and Expenditure Overview
Revenue
Our total revenue consists of revenue from operations, other operating revenue and other income.
Revenue from Operations
Our revenue from operations comprise revenues from (i) sales of products comprising of manufactured
goods and sale of steel structures & pre-engineered building components; (ii) sale of services comprising of
installation of steel structures & pre-engineered building components job work; and (iii) sale of scrap.
Sale of products and services
 Sales of products comprising of manufactured goods and sale of steel structures & pre-engineered
building components – This includes manufacturing of pre-engineered buildings, steel structures, cold
form buildings, solar module mounting structures and provision of engineering services and multi-
level car parking.
 Sale of services comprising of installation of steel structures & pre-engineered building components
job work - This includes installation of pre-engineered buildings, steel structures, solar module
mounting structures and provision of engineering services and multi-level car parking.
Other Operating Revenue
Other operating revenue comprises incentives on sales tax and power and export incentives.
Other Income
Other income that vary from period to period include (a) interest income comprising of (i) interest from
banks on deposit; (ii) dividend income on mutual funds; (iii) other interests received; (iv) interest on income
tax refund; and (v) net profit on sales of mutual funds; and (b) other non-operating income comprising of (i)
liabilities/provisions no longer required to be written back; (ii) foreign exchange gain; (iii) provision for
trade receivables written back; and (iv) miscellaneous income;
Expenditure
Our expenditure includes (i) cost of materials consumed; (ii) changes in inventories of finished goods and
work-in-progress; (iii) employee benefit expense; (iv) finance costs; (v) depreciation and amortisation
expense; and (vi) other expenses.
Cost of materials consumed
Cost of materials consumed includes the expenditure for procurement of (i) HR plates; (ii) GC coils; (iii)
sheeting coils; (iv) HR sections; and (v) bought outs.
Changes in inventories
Changes in inventories of finished goods and work-in-progress are calculated at the beginning and at the end
of the year and comprises of (i) finished goods; (ii) goods in transit; (iii) work-in progress; and (iv) scrap.
246
Employee Benefit Expenses
Employee benefit expenses include (i) salaries, wages and bonus; (ii) contribution to provident and other
funds; (iii) gratuity; and (iv) staff welfare expenses.
Finance Costs
Finance costs include interest expense on borrowings and interest on delayed payment of income taxes, other
borrowing costs and loss on foreign currency transactions and translation.
Depreciation and Amortisation
Upto March 31, 2014, depreciation has been provided on the straight-line method as per the rates prescribed
in Schedule XIV to the Companies Act, 1956. Effective from April 1, 2014, we have charged depreciation
on the straight line method based on the revised remaining useful life of assets as per the requirements of
Schedule II of the Companies Act, 2013.
Other Expenses
Other expenses principally include consumption of stores and spare parts, excise duty on inventory,
subcontracting, erection expenses, freight and forwarding, travelling and conveyance, marketing and selling
expenses, office maintenance, advertisement and sales promotion, machinery repairs and maintenance,
insurances, communications, printing and stationery, legal and professional fee, donations and contributions,
and miscellaneous expenses.
Taxation
Provision for taxation comprises current and deferred taxes. Current tax is the amount of tax payable on the
taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.
Deferred tax is recognized under the liability method, on timing differences, being the difference between
taxable income and accounting income that originate in one period and capable of reversal in one or more
subsequent periods, at the rate of tax enacted or substantively enacted by each balance sheet date.
Results of Operations
Our restated financial information is included under "Financial Statements" on Page 190. The following
table sets forth selected data with respect to our results of operations for the periods indicated.
For the Year ended March 31,
Particulars % of % of % of % of
2014 total 2013 total 2012 total 2011 total
revenue revenue revenue revenue
1 Revenue from operations (gross) 4,022.37 108.79% 3,131.65 107.63% 2,686.05 107.91% 1,595.05 107.93%
Less: Excise duty 379.08 10.25% 261.7 8.99% 227.5 9.14% 133.85 9.06%
Revenue from operations (net) 3,643.29 98.53% 2,869.95 98.64% 2,458.55 98.77% 1,461.20 98.87%
2 Other operating revenue 26.23 0.71% 30.51 1.05% 26.98 1.08% 13.58 0.92%
3 Other income 27.95 0.76% 9.15 0.31% 3.6 0.14% 3.1 0.21%
4 Total Revenue (1+2+3) 3,697.47 100.00% 2,909.61 100.00% 2,489.13 100.00% 1,477.88 100.00%
5 Expenses
(a) Cost of materials consumed 2,213.76 59.87% 1,734.07 59.60% 1,549.00 62.23% 977.54 66.14%
(b) Changes in inventories of
finished goods and work-in- -139.36 -3.77% 13.92 0.48% -66.2 -2.66% -103.26 -6.99%
progress
(c) Employee benefits expense 223.08 6.03% 181.13 6.23% 143.49 5.76% 94.12 6.37%
(d) Finance costs 77 2.08% 115.36 3.96% 109.54 4.40% 67.91 4.60%
(e) Depreciation and
33.48 0.91% 30.92 1.06% 28.78 1.16% 20.07 1.36%
amortization expense
(f) Other expenses 1,001.74 27.09% 610.65 20.99% 567.65 22.81% 332.67 22.51%
Total Expenses 3,409.70 92.22% 2,686.05 92.32% 2,332.26 93.70% 1,389.05 93.99%
Profit before tax as restated
6 287.77 7.78% 223.55 7.68% 156.87 6.30% 88.83 6.01%
(4-5)
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For the Year ended March 31,
Particulars % of % of % of % of
2014 total 2013 total 2012 total 2011 total
revenue revenue revenue revenue
7 Tax expense:
(a) Current tax expense 92.53 86.2 44.68 12.6
(b) Deferred tax 13.8 -12.06 5.58 19.15
(c) Fringe benefit tax - 0.04 - -
Add/(Less) Adjustment on
account of restatement - Refer -0.42 1.74 0.79 -1.59
Annexure – 5
105.91 2.86% 75.93 2.61% 51.05 2.05% 30.16 2.04%
Profit for the year as restated
8 181.86 4.92% 147.62 5.07% 105.82 4.25% 58.67 3.97%
(6-7)
Eight Months Ended November 30, 2014
Total Revenue, as Restated
Our total revenue was ` 2,382.76 million in the eight months ended November 30, 2014. The following table
sets forth our total revenue from our business during the eight months ended November 30, 2014:
Eight months ended November 30, 2014

Particulars
Percentage of Total
(` million) Revenue
Sale of products
Manufactured goods
Sale of steel structures and pre-engineered building 2,152.66 90.34%
components (net of adjustment on account of re-statement)
Sale of Services
Installation of steel structures and pre-engineered building 140.85 5.91%
components
Engineering Services 8.40 0.35%
Sale of Scrap 52.04 2.18%
Other Operating Revenue
Incentives on sales tax and power 17.61 0.74%
Other Income 11.20 0.47%
Total Revenue 2,382.76 100.00%
Revenue from Operations, as Restated
Our revenue from operations (gross) from our business during the eight months ended November 30, 2014 was `
2,586.22 million and our revenue from operations (net) from our business during the eight months ended
November 30, 2014 was ` 2,353.95 million.
Sale of Products, as Restated
Revenue from sale of products, sale of services, sale of scrap, other operating revenue and other income
constituted 90.34%, 6.26%, 2.18%, 0.74% and 0.47%, respectively, in the eight months ended November 30,
2014 compared to 90.84%, 5.64%, 2.05%, 0.71% and 0.76% respectively, in fiscal 2014, of our total revenue
during such periods.
Other Income, as Restated
Other income was ` 11.20 million in the eight months ended November 30, 2014 compared to ` 27.95 million in
fiscal 2014.
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Expenditure, as Restated
Our total expenditure was ` 2,320.30 million in the eight months ended November 30, 2014 compared to `
3,409.70 million in fiscal 2014.
Cost of Materials Consumed, as Restated
Cost of materials consumed in the eight months ended November 30, 2014 was ` 1,533.98 million compared to `
2,213.76 million in fiscal 2014.
Change in Inventories, as Restated
Changes in inventories of finished goods and work in progress in the eight months ended November 30, 2014
was ` (224.25) million compared to ` (139.36) million in fiscal 2014.
Employee Benefit Expenses, as Restated
Employee benefit expenses was ` 187.17 million in the eight months ended November 30, 2014 compared to `
223.08 million in fiscal 2014, and was primarily contributed due to increase in the number of employees
resulting in an increase in salaries, wages and bonus, staff welfare expenses and contributions to provident and
other funds, gratuity in the eight months ended November 30, 2014.
Finance Costs, as Restated
Finance costs was ` 66.53 million in the eight months ended November 30, 2014 compared to ` 77.00 million in
fiscal 2014 primarily comprised of interest expenses. The major finance costs during the eight months ended
November 30, 2014 were interest expense and other borrowing costs.
Depreciation and Amortization, as Restated
Depreciation and amortization costs was ` 38.76 million in the eight months ended November 30, 2014
compared to ` 33.48 million in fiscal 2014. Upto March 31, 2014, depreciation has been provided on the
straight-line method as per the rates prescribed in Schedule XIV to the Companies Act, 1956. Effective from
April 1, 2014, we have charged depreciation on the straight line method based on the revised remaining useful
life of assets as per the requirements of Schedule II of the Companies Act, 2013.
Other Expenses, as Restated
Other expenses was ` 718.11 million in the eight months ended November 30, 2014 compared to ` 1,001.74
million in fiscal 2014. The major expenses that constituted other expenses in the eight months ended November
30, 2014 were consumption of stores and spare parts, subcontracting, erection expenses, freight and forwarding
and travelling and conveyance.
Profit before Tax as Restated
Profit before tax as restated was ` 62.46 million in the eight months ended November 30, 2014 compared to `
287.77 million in fiscal 2014.
Total Tax Expense, as Restated
Total tax expense, as restated, was ` 20.80 million in the eight months ended November 30, 2014 compared to `
105.91 million in fiscal 2014.
Profit after Tax, as Restated
Our profit after tax, as restated, was ` 41.66 million in the eight months ended November 30, 2014, compared to
` 181.86 million in fiscal 2014. Our profit margin, calculated as our profit after tax, as restated, presented as a
percentage of our total revenue, was 1.75% in the eight months ended November 30, 2014, compared to 4.92%
in fiscal 2014.
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Fiscal 2014 compared with Fiscal 2013
Our total revenue increased by 27.08% from ` 2,909.61 million in fiscal 2013 to ` 3,697.47 million in fiscal
2014 primarily due to an increase in our revenue from operations (net) by 26.95% from ` 2,869.95 million in
fiscal 2013 to ` 3,643.29 million in fiscal 2014. Other income also increased by 205.46% from ` 9.15 million in
fiscal 2013 to ` 27.95 million in fiscal 2014.

S.No. Particulars FY 2014 FY 2013 % Change
1 Revenue from operations (gross) 4,022.37 3,131.65 28.44
Less: Excise duty 379.08 261.70 44.85
Revenue from operations (net) 3,643.29 2,869.95 26.95
2 Other operating revenue 26.23 30.51 (14.02)
3 Other income 27.95 9.15 205.46
4 Total Revenue (1+2+3) 3,697.47 2,909.61 27.08
Sale of Products
Our revenue from sale of manufactured goods increased from ` 2,564.53 million in fiscal 2013 to ` 3,367.18
million in fiscal 2014 mainly on account of increase in sale of new products (cold form buildings and solar
module mounting structures). Our revenue from sale of manufactured goods constituted 91.07%, in fiscal 2014
of our total revenue, compared to 88.14%, in fiscal 2013.
Sale of Services, as Restated
Revenues from installation of steel structures and pre-engineered building components decreased by 18.21%
from ` 255.00 million in fiscal 2013 to ` 208.57 million in fiscal 2014, primarily due to execution of more of
steel structural supply orders which generally does not have erection component in our scope.
Sale of Scrap, as Restated
Revenues from sale of scrap increased by 33.94 % from ` 56.66 million in fiscal 2013 to ` 75.89 million in fiscal
2014, primarily due to increase in manufacturing and sale of products resulting in increase in scrap.
Other Operating Revenue, as Restated
Revenue from incentives on sales tax and power decreased by 14.02% from ` 30.51 million in fiscal 2013 to `
26.23 million in fiscal 2014 as in fiscal 2014 due to higher inter-state sales of our products resulting in lower
outgo of sales tax.
Other income increased by 205.46% from ` 9.15 million in fiscal 2013 to ` 27.95 million in fiscal 2014
primarily due to receipt of interest from banks on deposit, generation of dividend income on mutual funds and
profit on sale of mutual funds.
Our total expenditure increased by 26.94% from ` 2,686.05 million in fiscal 2013 to ` 3,409.70 million in fiscal
2014 primarily due to increase in cost of materials consumed, employee benefits expense, depreciation and
amortization expense and other expenses, generally reflecting the increase in projects we worked on and increase
in operations in fiscal year 2014 compared to that fiscal year 2013.
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Cost of materials consumed increased by 27.66% from ` 1,734.07 million in fiscal 2013 to ` 2,213.76 million in
fiscal 2014. Cost of materials consumed in fiscal 2014 increased in line with the general growth in operations
and the larger numbers of projects we were engaged on in fiscal 2014. Cost of materials consumed as a
percentage of total revenue marginally increased from 59.60% in fiscal 2013 to 59.87% in fiscal 2014.
There was a significant increase in inventories of finished goods and work-in progress from ` 13.92 million in
fiscal 2013 compared to ` (139.36) million in fiscal 2014 primarily on account of increase in work in progress
and finished goods.
Employee benefit expenses increased by 23.16 % from ` 181.13 million in fiscal 2013 to ` 223.08 million in
fiscal 2014, primarily due to an increase in number of employees and increments. However, our employee
benefit expenses as a percentage of total revenue decreased from 6.23% in fiscal 2013 to 6.03% in fiscal 2014
primarily on account of adjustment in the economies of scale.
Depreciation and amortization costs increased by 8.27% from ` 30.92 million in fiscal 2013 to ` 33.48 million in
fiscal 2014 due to increase in gross block by ` 196.89 million in fiscal 2014.
Finance costs decreased by 33.25% from ` 115.36 million in fiscal 2013 to ` 77.00 million in fiscal 2014
primarily due to repayment of long term borrowings and repayment of other short term borrowings amounting to
` 367.17 million.
Other expenses increased by 64.04% from ` 610.65 million in fiscal 2013 to ` 1,001.74 million in fiscal 2014,
primarily due to increase in the sub-contracting of various activities relating to new products (steel structures,
solar module mounting structures and cold form structures); increase in consumption of stores and spare parts
and increase in freight and forwarding charges. The other expenses as a percentage of total revenue increased
from 20.99% in fiscal 2013 to 27.09% in fiscal 2014.
Profit before Tax, as Restated
Profit before tax as restated increased by 28.73% from ` 223.55 million in fiscal 2013 to ` 287.77 million in
fiscal 2014 primarily due to factors discussed above. Profit before tax as a percentage of total revenue increased
Total tax expense as restated increased by 39.49% from ` 75.93 million in fiscal 2013 to ` 105.91 million in
fiscal 2014 primarily due to increase in deferred tax provisions.
As a result of forgoing, the profit after tax as restated increased by 23.19% from ` 147.62 million in fiscal 2013
to ` 181.86 million in fiscal 2014. Our profit after tax as a percentage of total revenue marginally declined from
5.07% in fiscal 2013 to 4.92% in fiscal 2014.
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fiscal 2012 to ` 2,869.95 million in fiscal 2013. Other income also increased by 154.17% from ` 3.60 million in
fiscal 2012 to ` 9.15 million in fiscal 2013.

S.No. Particulars FY 2013 FY 2012 % Change
Less: Excise duty 261.70 227.50 15.03
2 Other operating revenue 30.51 26.98 13.07
3 Other income 9.15 3.60 154.17
4 Total Revenue (1+2+3) 2,909.61 2,489.13 16.89
Sale of Products
million in fiscal 2013 mainly on account of increase in production of engineered buildings. Our revenue from
sale of manufactured goods constituted 88.14%, in fiscal 2013 of our total revenue, compared to 89.35%, in
fiscal 2012.
Revenues from installation of steel structures and pre-engineered building components increased by 34.69%
from ` 189.32 million in fiscal 2012 to ` 255.00 million in fiscal 2013, primarily due to higher number of project
execution.
Sale of Scrap
Revenues from sale of scrap increased by 13.68 % from ` 49.84 million in fiscal 2012 to ` 56.66 million in fiscal
2013, primarily due to increase in manufacturing and sale of products resulting in increase in scrap.
Revenue from incentives on sales tax and power increased by 13.07% from ` 26.98 million in fiscal 2012 to `
30.51 million in fiscal 2013 primarily due to higher outgo of sales tax.
Other income increased by 154.17% from ` 3.60 million in fiscal 2012 to ` 9.15 million in fiscal 2013 primarily
due to receipt of interest from banks on deposit and foreign exchange gain (net).
Our total expenditure increased by 15.17% from ` 2,332.26 million in fiscal 2012 to ` 2,686.05 million in fiscal
2013 primarily due to increase in cost of materials consumed, employee benefits expense, depreciation and
amortization expense and other expenses, generally reflecting the increase in projects we worked on and increase
in operations in fiscal year 2013 compared to that fiscal year 2012. As a percentage of total revenue our
expenditure decreased from 93.70% in fiscal 2012 to 92.32% in fiscal 2013.
Cost of materials consumed increased by 11.95% from ` 1,549.00 million in fiscal 2012 to ` 1,734.07 million in
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percentage of total revenue decreased from 62.23% in fiscal 2012 to 59.60% in fiscal 2013 due to improved
margins on our products and services.
There was a significant decrease in inventories of finished goods and work-in progress from ` (66.20) million in
fiscal 2012 compared to ` 13.92 million in fiscal 2013 primarily on account of decrease in work in progress.
Employee benefit expenses increased by 26.23% from ` 143.49 million in fiscal 2012 to ` 181.13 million in
benefit expenses as a percentage of total revenue increased from 5.76% in fiscal 2012 to 6.23% in fiscal 2013
primarily on account of economies of scale.
Depreciation and amortization costs increased by 7.43% from ` 28.78 million in fiscal 2012 to ` 30.92 million in
fiscal 2013 due to full year depreciation charged on the fixed assets which was capitalised in the previous year.
Finance costs increased by 5.31% from ` 109.54 million in fiscal 2012 to ` 115.36 million in fiscal 2013
primarily due to interest on delayed payment of income tax.
Other expenses increased by 7.58% from ` 567.65 million in fiscal 2012 to ` 610.65 million in fiscal 2013,
primarily due to increase in installation of pre-engineered buildings. The other expenses as a percentage of total
revenue decreased from 22.81% in fiscal 2012 to 20.99% in fiscal 2013.
As a result of the foregoing, profit before tax as restated increased by 42.51% from ` 156.87 million in fiscal
2012 to ` 223.55 million in fiscal 2013. Profit before tax as a percentage of total revenue increased from 6.30%
in fiscal 2012 to 7.68% in fiscal 2013 as a result of the aforegoing.
Total tax expense as restated increased by 48.73% from ` 51.05 million in fiscal 2012 to ` 75.93 million in fiscal
2013 primarily due to increase in provision for current income tax.
to ` 147.62 million in fiscal 2013. Our profit after tax as a percentage of total revenue increased from 4.25% in
fiscal 2012 to 5.07% in fiscal 2013.
fiscal 2011 to ` 2,458.55 million in fiscal 2012. Other operating income also increased by 98.67% from ` 13.58
million in fiscal 2011 to ` 26.98 million in fiscal 2012.
253
S. No. Particulars FY 2012 FY 2011 % Change
Less: Excise duty 227.50 133.85 69.97
2 Other operating revenue 26.98 13.58 98.67
3 Other income 3.60 3.10 16.13
4 Total Revenue (1+2+3) 2,489.13 1,477.88 68.43
Sale of Products
million in fiscal 2012 mainly on account of increase in production of engineered buildings. Our revenue from
sale of manufactured goods constituted 89.35%, in fiscal 2012 of our total revenue, compared to 92.35%, in
fiscal 2011.
Revenues from installation of steel structures and pre-engineered building components increased by 141.14%
from ` 78.51 million in fiscal 2011 to ` 189.32 million in fiscal 2012, primarily due to higher number of
project execution.
Sale of Scrap, as Restated
Revenues from sale of scrap increased by 141.59% from ` 20.63 million in fiscal 2011 to ` 49.84 million in
fiscal 2012, primarily due to increase in manufacturing and sale of products resulting in increase in scrap.
Revenue from incentives on sales tax and power increased by 98.67% from ` 13.58 million in fiscal 2011 to `
26.98 million in fiscal 2012 primarily due to higher outgo of sales tax.
Other income increased by 16.13% from ` 3.10 million in fiscal 2011 to ` 3.60 million in fiscal 2012 primarily
due to receipt of interest from banks on deposit.
Our total expenditure increased by 67.90% from ` 1,389.05 million in fiscal 2011 to ` 2,332.26 million in
fiscal 2012 primarily due to increase in cost of materials consumed, employee benefits expense, depreciation
and amortization expense and other expenses, generally reflecting the increase in projects we worked on and
increase in operations in fiscal year 2012 compared to that fiscal year 2011. As a percentage of total revenue
our expenditure decreased from 93.99% in fiscal 2011 to 93.70% in fiscal 2012.
Cost of materials consumed increased by 58.46% from ` 977.54 million in fiscal 2011 to ` 1,549.00 million in
percentage of total revenue decreased from 66.14% in fiscal 2011 to 62.23% in fiscal 2012 due to improved
margins on our products and services and improved scale of operation.
There was a decrease in inventories of finished goods and work-in progress from ` (103.26) million in fiscal
2011 to ` (66.20) million in fiscal 2012 primarily on account of decrease in work in progress.
254
Employee benefit expenses increased by 52.45% from ` 94.12 million in fiscal 2011 to ` 143.49 million in
benefit expenses as a percentage of total revenue decreased from 6.37% in fiscal 2011 to 5.76% in fiscal 2012
primarily on account of improvement in economies of scale.
Depreciation and amortization costs increased by 43.42% from ` 20.07 million in fiscal 2011 to ` 28.78
million in fiscal 2012 due to full year depreciation charged on the fixed assets which was capitalised in the
previous year and addition of gross block during the year to the tune of ` 26.74 million in fiscal 2012.
Finance costs increased by 61.30% from ` 67.91 million in fiscal 2011 to ` 109.54 million in fiscal 2012
primarily due to increase in long term borrowing and higher usage of short term borrowings.
Other expenses increased by 70.63% from ` 332.67 million in fiscal 2011 to ` 567.65 million in fiscal 2012,
primarily due to increase in installation of pre-engineered buildings. The other expenses as a percentage of
total revenue marginally increased from 22.51% in fiscal 2011 to 22.81% in fiscal 2012.
As a result of the foregoing, profit before tax as restated increased by 76.60% from ` 88.83 million in fiscal
2011 to ` 156.87 million in fiscal 2012. Profit before tax as a percentage of total revenue marginally increased
Total tax expense as restated increased by 69.26% from ` 30.16 million in fiscal 2011 to ` 51.05 million in
fiscal 2012 primarily due to increase in provision for current income tax.
to ` 105.82 million in fiscal 2012. Our profit after tax as a percentage of total revenue increased from 3.97% in
fiscal 2011 to 4.25% in fiscal 2012.
Financial Condition, as Restated
Based on our restated summary statements, our net worth as per restated assets and liabilities stated was `
1,075.98 million as of March 31, 2014, compared to ` 703.92 million, ` 416.85 million and ` 311.03 million as
of March 31, 2013, 2012 and 2011, respectively. Our networth as per restated assets and liabilities as of
November 30, 2014 was ` 1,116.56 million.
Fixed Assets, as Restated
Fixed assets include: (i) Tangible assets; (ii) Intangible assets; and (iii) Capital work-in-progress
Our net block of tangible assets as of March 31, 2011, 2012 and 2013 was ` 468.89 million, ` 461.47 million,
and ` 445.86 million, while our net block of tangible assets was ` 608.24 million as of March 31, 2014. The
increase in tangible assets was primarily due to the increase in our equipment base used in operations including
land freehold, buildings, plant and equipment, and electrical equipment. Similarly our net block of tangible
assets as of November 30, 2014 was ` 618.13 million.
255
Loans and Advances, as Restated
Long Term
Long term loans and advances comprise of capital advances, rental & other deposits and advance tax. Long
term loans and advances as of March 31, 2011, 2012 and 2013 was ` 8.58 million, ` 23.80 million and `
11.31 million, respectively. Long term loans and advances as of March 31, 2014 and November 30, 2014
was ` 19.16 million and ` 18.07million, respectively.
Short Term
Short term loans and advances comprise of Loans and advances to related parties, Security deposits, Loans and
advances to employees, Prepaid expenses, Balances with government authorities, Inter-corporate deposits,
Advances to Contractors, Suppliers and MAT Credit. Our short term loans and advances as of as of March 31,
2011, 2012 and 2013 was ` 48.26 million, ` 79.86 million and ` 86.00 million, respectively. Short term loans
and advances as of March 31, 2014 increased significantly to ` 185.64 million, primarily resulting from
Increase in Balances with government authorities and Advances to Contractors, Suppliers. Our short term loans
and advances as of November 30, 2014 was ` 153.27 million.
Inventory, as Restated
Our inventory primarily relates to Raw materials, work in progress, finished goods, Stores and spares. Our
inventory as of March 31, 2011, 2012 and 2013 was ` 441.93 million, ` 432.28 million and ` 455.59 million,
respectively, while our inventory as of March 31, 2014 was ` 661.25 million. The increase in inventory as of
March 31, 2014 reflected the Increase in Raw materials, Work in progress and finished goods. Our inventory as
of November 30, 2014 was ` 977.70 million.
Trade Receivables, as Restated
Our trade receivables as of March 31, 2011, 2012 and 2013 was ` 246.66 million, ` 431.95 million and `
633.60 million, respectively, while our trade receivables as of March 31, 2014 was ` 680.80 million. Our trade
receivable as of March 31, 2014 increased by 7.45% as compared to our trade receivables as of March 31, 2013
due to increase in operations. Our outstanding trade receivables as of November 30, 2014 was ` 712.30
million.
Cash and Bank Balances, as Restated
Cash and bank balances comprise cash in hand and cash equivalents, i.e. balances with banks. Total cash and
bank balances as of March 31, 2011, 2012 and 2013 was ` 54.20 million, ` 60.85 million and ` 258.99 million,
respectively. Cash and bank balances as of March 31, 2014 and November 30, 2014 was ` 61.34 million and `
41.96 million, respectively.
Other Assets, as Restated
Other non-current assets primarily include Balance with banks and Accruals. Our other non-current assets as of
March 31, 2011, 2012 and 2013 was nil, ` 35.53 million and ` 38.02 million, respectively, while our other
non-current assets as of March 31, 2014 and November 30, 2014 was nil.
Other current assets include unbilled revenue, unamortized expenses, Forward Contract receivable, Incentive
receivable Accruals, Unamortized premium on forward contract, and Receivables from related parties. Our
other current assets as of March 31, 2011, 2012 and 2013 was ` 16.07 million, ` 278.47 million and ` 259.54
million, respectively, while our other current assets as of March 31, 2014 was ` 91.07 million, primarily due to
decrease in Forward Contract receivable. Our other current assets as of November 30, 2014 was ` 110.47
million.
Non-Current Liabilities, as Restated
Long term borrowings were ` 0.87 million, ` 36.74 million and nil as of March 31, 2011, 2012 and 2013,
respectively, and ` 1.51 million as of March 31, 2014. Our long term borrowings as of November 30, 2014 was
` 1.21 million. For further information, see the section titled “Financial Indebtedness” on Page 263 and
256
Annexure 8 of our Restated Financial Statements included elsewhere in this Draft Red Herring Prospectus.
Deferred tax liability was ` 19.91 million, ` 26.64 million and ` 16.00 million as of March 31, 2011, 2012 and
2013, respectively, and ` 29.80 million as of March 31, 2014. Our deferred tax liability as of November 30,
2014 was ` 32.99 million. For further information, see Annexure 9 of our Restated Financial Statements
included elsewhere in this Draft Red Herring Prospectus.
Other long term liabilities were ` 4.84 million, ` 6.99 million and ` 16.59 million as of March 31, 2011, 2012
and 2013, respectively, and ` 22.93 million as of March 31, 2014. Similarly our other long term liabilities as of
November 30, 2014 was ` 28.87 million. Our other long term liabilities primarily include Trade Payables –
Others and Security deposits received.
Current Liabilities, as Restated
Total current liabilities were ` 960.78 million, ` 1,342.39 million and ` 1,629.55 million as of March 31, 2011,
2012 and 2013, respectively, and ` 1,495.05 million as of March 31, 2014. Our current liabilities as of
November 30, 2014 was ` 1,458.79 million. Our current liabilities primarily include Short-term borrowings,
Trade payables, other current liabilities and Short-term provisions.
Our trade payables as of March 31, 2011, 2012 and 2013 was ` 239.81 million, ` 454.10 million and ` 529.68
million, respectively, while our trade payables as of March 31, 2014 was ` 834.55 million. Our trade payable
as of November 30, 2014 was ` 707.54 million.
Our other current liabilities primarily include term loan, vehicle loan from banks, Interest accrued but not due
on borrowings, Interest accrued and due on borrowings, Forward Contract Payable, Statutory remittances,
Payables on purchase of fixed assets, Interest accrued on trade payables Advances from customers, and Trade /
security deposits received. Our other current liabilities were ` 196.30 million, ` 406.83 million, and ` 527.82
million as of March 31, 2011, 2012 and 2013, respectively, and ` 265.13 million as of March 31, 2014. Our
other current liabilities as of November 30, 2014 was ` 399.49 million.
Short term borrowings were ` 509.82 million, ` 477.29 million and ` 494.43 million as of March 31, 2011,
2012 and 2013, respectively, and ` 344.63 million as of March 31, 2014. The decrease in short term
borrowings in fiscal 2014 was primarily due to repayment of secured loans. Our short term borrowing as of
November 30, 2014 was ` 328.42 million. For further information, see Annexure 12 of our Restated Financial
Statements included elsewhere in this Draft Red Herring Prospectus.
Short term provisions, primarily relating to Provision for compensated absences, Provision for gratuity and
Provision for tax were ` 14.85 million, ` 4.16 million and ` 77.62 million as of March 31, 2011, 2012 and
2013, respectively, and ` 50.74 million as of March 31, 2014. Our short term provisions was ` 23.34 million as
of November 30, 2014.
Liquidity and Capital Resources, as Restated
Historically, our primary liquidity requirements have been to finance our working capital needs and our capital
expenditures. To fund our working capital requirements we have relied on cash flows from operating activities
and other arrangements such as short term borrowings and working capital demand loans. To fund our capital
expenditure we have relied on cash flows from operating activities, equity contributions and long term
borrowings from lenders.
Working Capital, as Restated
Our business requires a significant amount of working capital. In many cases, significant amount of working
capital is required to finance the purchase of specific materials, fabrication, supply and installation on
customers’ site before the payments are received from clients. Our working capital requirements may increase
due to an increase in our operations and the number and size of projects that are required to be executed within
a similar timeframe.
Most of our projects provide for progress payments from clients with reference to the value of work completed
upon reaching certain milestones. The customers then effects payments with reference to these invoices
generally within 15 to 90 days, which may be further delayed in certain cases. As a result, significant amount
257
of our working capital is required to finance the purchase of specific materials and the performance of our
work on projects before substantial payment is received from the customers. In addition, a portion of the
contract value, generally 5% to 10% is provided as the performance guarantee, is usually withheld by the client
as retention money and is released upon completion of the defects liability period of 12 months from the
completion of the project. There may be delays in release of retention money by the customers due to various
reasons including cash-flow condition of our customers.
Our net working capital value, calculated as our current assets less current liabilities, was ` (153.66) million, `
(58.98) million, ` 97.57 million and ` 440.06 million as of March 31, 2011, 2012, 2013 and 2014, respectively.
Similarly our net working capital value as of November 30, 2014 was ` 536.91 million.
Cash Flows, as Restated
The following table sets out our consolidated and summarized cash flows for each of the periods indicated:
(` in million)
Particulars Fiscal For the eight
2011 2012 2013 2014 months ended
November 30,
2014
Cash generated from operating activities 35.99 136.64 337.50 190.13 (198.30)
Cash generated (used in) from investment (95.66) (56.62) (147.58) (354.47) 262.87
activities
Cash used in financing activities 44.63 (73.37 8.22 (74.56) (83.95)
Increase/(decrease) in cash and cash (15.04) 6.65 198.14 (238.90) (19.38)
equivalents
Operating Activities
Net cash used in operating activities in the eight months ended November 30, 2014 was ` (198.30) million,
although our profit before taxes as restated for the eight months ended November 30, 2014 was ` 62.46
million. The difference was primarily attributable to adjustments for increase or decrease in operating assets
which included increase in trade receivables of ` 45.34 million, increase in inventories of ` 316.45 million,
increase in other current assets of ` 16.72 million and decrease in trade payables of ` 127.03 million offset by
increase in other current liabilities of ` 132.32 million and decrease in short term loans and advances of `
32.37 million.
Net cash from operating activities in fiscal 2014 was ` 190.13 million, although our profit before taxes as
restated for fiscal 2014 was ` 287.77 million. The difference was primarily attributable to adjustments for
increase or decrease in operating assets which included increase in trade receivables of ` 67.54 million,
increase in inventories of ` 205.66 million, decrease in other current liabilities of ` 217.80 million offset by
increase in trade payables of ` 304.88 million, decrease in other current assets of ` 169.70 million, decrease in
other non-current assets of ` 34.62 million and increase in short term loans and advances of ` 89.62 million.
increase in inventories of ` 23.31 million, increase in short term loans and advances of ` 8.19 million, increase
in other current liabilities of ` 119.14 million offset by increase in trade payables of ` 75.58 million, increase
in other long term liabilities of ` 9.60 million and decrease in other current assets of ` 18.75 million.
increase in short term loans and advances of ` 38.78 million, increase in other current assets of ` 30.39 million,
increase in other non-current assets by ` 34.62 million, decrease in other current liabilities by `42.98 million
offset by increase in trade payables of ` 214.19 million and decrease in inventories by ` 9.65 million.
258
Investing Activities
Our expenditure for investing activities primarily relates to purchase of fixed assets, including capital work-in-
progress and capital advances, margin money towards bank guarantee, purchase and sale current investments,
inter corporate deposit, rental income from operating leases.
Net cash from investing activities in the eight months ended November 30, 2014 was ` 262.87 million,
resulting primarily from purchase of proceeds from sale of current investments of ` 255.01 million.
Net cash used in investing activities in fiscal 2014 was ` 354.47 million, resulting primarily on account of
purchase of current investments of ` 1,041.85 million, purchase of fixed assets including capital work-in-
progress and capital advances of ` 127.66 million, amount held as margin money towards bank guarantee `
41.25 million offset by proceeds from sale of current investments of ` 832.15 million.
Net cash used in investing activities in fiscal 2013 was ` 147.58 million, resulting from purchase of fixed
assets of ` 124.03 million and purchase of current investments of ` 33.00 million.
Net cash used in investing activities in fiscal 2012 was ` 56.62 million, resulting on account of purchase of
fixed assets, including capital work-in-progress and capital advances of ` 66.89 million.
Financing Activities
Net cash used in financing activities in the eight months ended November 30, 2014 was ` 83.95 million,
resulting primarily from repayment of other short term borrowings of ` 100.00 million, payment of finance
cost of ` 67.47 million offset by net increase in working capital borrowings of ` 83.79 million.
Net cash used in financing activities in fiscal 2014 was ` 74.56 million, resulting primarily from repayment of
long term borrowings and repayment of other short term borrowings of ` 173.17 million and payment of
finance costs of ` 80.79 million offset by proceeds from issue of preference shares (net of expenses) of `
190.21 million, proceeds from long term borrowings of ` 159.82 million and net increase in working capital
borrowings of ` 23.37 million.
Net cash flow from financing activities in fiscal 2013 was ` 8.22 million, resulting primarily from proceeds
from issue of preference shares (net of expenses) of ` 139.44 million, net increase in working capital
borrowings of ` 72.91 million and proceeds from short term borrowings of ` 197.61 million offset by
repayment of long term borrowings of ` 40.87 million, repayment of other short term borrowings of ` 253.38
million and payment of finance cost of ` 107.49 million.
Net cash used in financing activities in fiscal 2012 was ` 73.37 million, resulting primarily from repayment of
from long-term borrowings of ` 10.21 million, repayment of other short term borrowings of ` 272.50 million
and payment of finance cost of ` 105.46 million offset by proceeds from long term borrowings of ` 86.09
million and proceeds from short term borrowings of ` 220.17 million.
Capital Expenditures, as Restated
Our capital expenditures have historically consisted of plant and equipment for our manufacturing activities. In
fiscal 2011, 2012, 2013, 2014 and the eight months ended November 30, 2014, we invested ` 37.69 million, `
3.73 million, ` 10.48 million, ` 40.43 million and ` 44.69 million, respectively.
Our capital expenditure requirements are dependent on the nature of projects awarded to us. While based on
our Order Book, we do not expect to incur significant capital expenditure in the next 12 months, we may be
required to make significant capital investments if a project awarded to us requires us to do so. We propose to
finance these expenditures through borrowings, net proceeds of the Offer and internal accruals or any
combination thereof.
Indebtedness
As of November 30, 2014, we had long term borrowings of ` 1.21 million and short term borrowings of `
328.42 million. For further information, see the section titled "Financial Indebtedness" on Page 263.
259
Contingent liabilities and commitments
The following table sets forth certain information relating to our contingent liabilities as of November 30, 2014:
(₹ in million)
Particulars As at As at March 31,
November 2014 2013 2012
30, 2014
Contingent liabilities and commitments (to the
(i)
extent not provided for)
Estimated amount of contracts remaining to be
(a) executed on capital account and not provided for 5.35 1.70 2.35 31.92
Tangible assets
Entity is providing leak proof warranty for
a) - - - -
customers who opt for Double lock roofing system.
Dividend on compulsory convertible preference
b) 13.43 7.96 2.49 -
shares
c) Disputed excise duty liability for which the company

0.03 - - -
preferred appeal
Except as disclosed above or in our Restated Financial Statements included in this Draft Red Herring
Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that we believe are material to investors. We do not have any off-balance
sheet arrangements, derivative instruments or other relationships with unconsolidated entities that would have
been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We enter into various transactions with related parties. Primarily these transactions include managerial
remuneration, rental payments and purchase of fixed assets. For further information relating to our related
party transactions, see our Restated Financial Statements included in the section titled "Financial Statements-
Annexure 35- Restated Summary Statement of Significant Transactions with Related Parties and Balances" on
Page 236.
Interest Service Coverage Ratio
The interest service coverage ratio, which we define as earnings before interest and tax (EBIT) divided by
interest cost) in fiscal 2012, 2013, 2014 and the eight months ended November 30, 2014, was 2.43 times, 2.94
times, 4.74 times and 1.94 times, respectively.
Auditors Remarks - Matters relating to Companies (Auditors’ Report) Order, 2003
Our statutory auditors have in their report on our Restated Financial Statements stated that there were no audit
qualifications relating to our Company.
Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
We are exposed to the price risk associated with purchasing our key raw materials and consumables, which
may in certain cases be specific to a certain make or brand. We generally do not enter into long-term firm price
contracts for the supply of our key raw materials. Therefore fluctuations in the price and availability of these
raw materials may adversely affect our business and results of operations. For additional discussion on how the
results of our operations are affected by fluctuations in the price and availability of our key raw material, see
Risk Factors beginning on Page 16.
260
Exchange Rate Risk
Changes in currency exchange rates influence our results of operations. A portion of our revenues,
particularly relating to our engineering design services and supply of pre-engineered buildings, is
denominated in currencies other than Indian rupees, most significantly the U.S. dollar. Depreciation of the
Indian rupee against the U.S. dollar and other foreign currencies may adversely affect our results of
operations by increasing the cost of financing any debt denominated in foreign currency that we may enter
into in the future or any proposed capital expenditure in foreign currencies.
Inflation Risk
Inflationary factors such as increases in the input costs and overhead costs may adversely affect our operating
results. There may be time lag in recovering the inflation impact from our customer and we may not be able to
recover the full impact of such inflation. A high rate of inflation in the future may, therefore, have an adverse
effect on our ability to maintain our profit margins.
Credit Risk
We are exposed to credit risk on amounts owed to us by our customers. If our clients do not pay us promptly, or
at all, it may impact our working capital cycle and/or we may have to make provisions for or write-off on such
amounts.
Market Conditions
Our business depends substantially on global economic conditions. The global economic downturn, which
began in 2008, coupled with the global financial and credit market disruptions, weakened end markets,
diminished demand and credit availability, and increased borrowing costs. There may also be a number of
secondary effects of an economic downturn, such as the insolvency of suppliers or customers, cancellation of
orders, delays in deliveries by suppliers, payment delays and/or stagnant demand by customers. Cuts in federal
or central, state and local government investment as well as consequent impairment in infrastructural facilities
and growth can also drag down global and national growth rates.
Known Trends or Uncertainties
Other than as described in this Draft Red Herring Prospectus, particularly in the sections titled “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on
Page 16 and 239, respectively, to our knowledge, there are no trends or uncertainties that have or had or are
expected to have a material adverse impact on our income from continuing operations.
Seasonality of Business
Our operations may be adversely affected by severe weather, which may require us to evacuate personnel or
curtail services, may result in damage to a portion of machinery or facilities resulting in the suspension of
operations, and may prevent us from delivering materials to our jobsites in accordance with contract schedules
or generally reduce our productivity. Our operations are also adversely affected by difficult working conditions
and extremely high temperatures during summer months and during the monsoon season, each of which may
restrict our ability to carry on manufacturing activities and fully utilize our resources. During periods of
curtailed activity due to adverse weather conditions, we may continue to incur operating expenses, but our
revenues from operations may be delayed or reduced. Revenues recorded in the first half of our financial year
between April and September are traditionally lower compared to revenues recorded during the second half of
our financial year.
Future Relationship between Costs and Income
Other than as described elsewhere in this section titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, and in the section titled “Risk Factors” on Page 239 and 16, to our
knowledge, there are no known factors which will have a material adverse impact on our operations and
finances.
261
Significant developments after November 30, 2014 that may affect our Future Results of Operations
Except as stated in this Draft Red Herring Prospectus, to our knowledge no circumstances have arisen since the
date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially and
adversely affect or are likely to affect, the operations or profitability of the Company, or the value of our assets
or our ability to pay our material liabilities within the next 12 months.
Except as stated below , there is no development subsequent to November 30, 2014 that we believe is expected
to have a material impact on the reserves, profits, earnings per share and book value of the Company.
Pursuant to an amendment letter executed between our Company, Zephyr Peacock India Fund III Limited,
Zephyr Peacock India III Fund (collectively, the “Investors”) and Pennar Industries Limited, Aditya Narsing
Rao, Joginapally Venkata Nrupender Rao (HUF), Joginapally Venkata Nrupender Rao, Rajya Lakshmi Rao
Joginapally, D. Sudeepta Rao, Avanthi Rao, Potluri Venkateswara Rao, Usha Ramani Potluri (collectively, the
“SSA Promoter Group Members”) dated February 28, 2015, the SSA has been amended and the conversion
price of the CCPS has been revised to ` 58.17 per CCPS, based on the revised valuation of our Company,
subject to any future adjustments based on other applicable provisions of the SSA and our Articles of
Association including but not limited to provisions relating to adjustments on account of deductible claims and
anti dilutions provisions in the SSA. For further details, see “History and Corporate Structure” on Page 158.
262
FINANCIAL INDEBTEDNESS
As on March 20, 2015, the aggregate outstanding borrowings of our Company are as follows:
(` in million)
S. No. Nature of borrowing Amount
1. Secured borrowings* 1,730.98
2. Unsecured borrowings Nil
*Includes fund based limits of ` 358.09 million, non-fund based limits of ` 1,370.84 million andvehicle loan of ` 1.51 million .
I. Facilities obtained by our Company as on March 20, 2015
A. Secured Borrowings
1. Financial facility availed from State Bank of India, Hyderabad (“SBI”)
Sanction letters dated June 30, 2009 and December 16, 2009, agreement of loan for overall limit dated
December 26, 2009, deed of guarantee for overall limit dated December 26, 2009, sanction letter dated
June 1, 2010, supplemental agreement of loan for increase in overall limit dated June 5, 2010,
arrangement letter dated November 29, 2011, arrangement letter dated September 1, 2012, supplemental
agreement of loan for increase in overall limit dated December 15, 2012, arrangement letter dated July 18,
2013, supplemental agreement of loan for increase in overall limit dated September 13, 2013,
arrangement letter dated February 14, 2014, supplemental agreement of loan for increase in overall limit
dated March 20, 2014 and letter dated March 3, 2015 issued by SBI.
(` in million)
Sanctioned amount Amount Interest rate/ Key terms and conditions
outstanding as on commission
March 20, 2015
Fund based  Purpose: Working capital requirements
of our Company
Cash credit: 150.00 123.32 11.25% p.a.
 Tenor/ Repayment: Repayable on
Working Capital Demand demand.
Loan (WCDL): 150.00 150.00 10.60% p.a.
 Pre-payment terms: N.A.
Non- fund based
Letter of credit*: 150.00  Penalties: Additional rate of 2.00% p.a.

105.30 1.13% p.a. in case of default on the entire
Bank guarantee*: 300.00 outstanding amount for the period of
333.94 1.13% p.a.
default.
Credit Exposure Limit - -
(CEL): 0.68  Security: First pari-passu charge on
stocks, receivables and other current
assets with other working capital
lenders; second charge on present and
future fixed assets of our Company,
including equitable mortgage of the land
admeasuring 25 acres 21½ guntas under
Survey No.s 88 to 92 (part) of
Ankanapally Village and Survey. No.s
144 to 145 (part) of Chandapur Village,
Sadashivpet Mandal, Medak District,
Andhra Pradesh along with plant shop
of built up area of 140,000 sq. ft.;
exclusive charge on the special term
deposit of face value of ` 20,000,000;
pledge of 6,150,000 Equity Shares held
by PIL, corporate guarantee of PIL and
personal guarantees of Aditya Narsing
Rao and Joginapally Venkata Nrupender
Rao.
*
Full way interchangeability
263
The aforesaid facility availed by our Company from SBI imposes several restrictive covenants on our
Company, including:
(i) Our Company shall not compound or release any of the book-debts whereby the recovery of the
same may be impeded, delayed or prevented, without prior written consent from SBI.
(ii) Our Company is required to provide a written notice of at least 7 days to SBI before issuing any
notice to its Shareholders in respect of payment of any call or issue or create any existing or new
shares and may be required by SBI to deposit the share application money in a joint account
maintained by our Company and SBI.
(iii) Our Company shall take the prior consent of SBI before varying the shareholding of our
Shareholders who are Directors, principal shareholders and Promoters.
(iv) Our Company shall not, without the prior written consent of SBI, (a) change or in any way alter
its capital structure; (b) effect any scheme of amalgamation or reconstitution; (c) implement a new
scheme of expansion or take up an allied line of business or manufacture; (d) declare dividend or
distribute profits (only when the repayment of principal and payment of interest on the facility is
irregular); (e) borrow or obtain credit facilities from any other banks or credit agency; and (f)
invest any funds or monies by way of deposits or give advances to subsidiaries, except during the
normal course of business.
(v) SBI has the right to appoint a nominee director on the Board of our Company during the
subsistence of this facility.
(vi) The events of default in relation to the term loan are (a) any instalment of the principal remaining
unpaid after the due date for payment thereof as expired; (b) any interest remaining unpaid after
the same have become due whether demanded or not; (c) our Company committing any breach or
default in the performance or observance of any of the covenants contained in the agreement
and/or our Company’s proposal and/or the security documents or any other term or condition
relating to the term loans; (d) the Company entering into any arrangement or composition with the
Company’s creditors or committing any act of insolvency; (e) any execution or distress being
enforced or levied against the whole or any part of our Company’s property; (f) on a winding up
petition being filed or our Company being a limited company going into liquidation (except for
the purpose of amalgamation or reconstruction); (g) a receiver being appointed in respect of the
whole or any part of the property of our Company; (h) our Company ceasing, or threatening to
cease, to carry on business; (i) the occurrence of any circumstance which is prejudicial to or
impairs, imperils or depreciated or which is likely to prejudice, impair, imperil or depreciate the
security given to SBI; and (j) the occurrence of any event or circumstance which prejudicially or
adversely affect in any manner the capacity of our Company to repay the amount due under the
term loans.
Our Company has received a letter dated February 5, 2015 from SBI permitting it to do the above
acts with respect to the Issue.
2. Financial facilities availed from Axis Bank Limited, Hyderabad (“Axis”)
(a) Sanction letter dated February 5, 2011, composite hypothecation deed dated April 26, 2011, sanction
letter dated March 15, 2012, supplemental deed of hypothecation dated March 21, 2012, sanction letter
dated July 31, 2012, supplemental deed of hypothecation dated November 22, 2012, sanction letters
dated March 30, 2013, January 23, 2014, amendment to sanction letter dated February 10, 2014,
supplemental deed of hypothecation dated February 13, 2014, sanction letter dated September 30, 2014
and March 11, 2015.
(` in million)
outstanding as commission
on March 20,
2015
Fund based 1. Purpose: Working capital requirements of
Cash credit: 100.00 84.77 12.15% p.a. our Company. Ad-hoc Letter of credit was
availed to purchase raw materials, packing
264
on March 20,
2015
material, stores and spares required for day to
day operations of our Company.
Non fund based 2. Tenor and repayment: One year from the date
of sanction.
Letter of credit: 465.56 0.70% p.a.
500.00 3. Pre-payment terms: N.A
Bank guarantee: 167.34 0.70% p.a. 4. Penalties: (i) Delay/non-submission of stock

400.00 statements/Financial Follow-up reports will
attract penal interest @ 2% p.a from the date
of default on the outstanding amount; (ii) any
overdrawing in the account will attract penal
interest @ 2% p.a on the overdue amount.
5. Security: Pari-passu first charge on entire

current assets, both present and future; pari-
passu second charge on the entire fixed assets
of our Company, present and future, including
equitable mortgage of the land admeasuring
25. 26 guntas under Survey No.s 88 to 92
(part) of Ankanapally Village and Survey.
No.s 144 to 145 (part) of Chandapur Village,
Sadashivpet Mandal, Medak District, Andhra
Pradesh (the land on which the plant is
located); pari-passu second charge on entire
moveable assets of our Company, present and
future, including (a) all tangible moveable
machinery, plant machinery, fixtures, fittings,
other installation, cranes, furniture, computers
and other accessories and all other articles
lying on the premises or in the godowns of
our Company or in the custody of any person
who are mercantile agents of our Company or
in the course of transit which may hereinafter
be brought stored or be lying or upon the said
premises of our Company; (b) the whole of
our Company’s moveable goods and assets,
both present and future and including all
stocks of raw material work in progress semi-
finished goods and finished goods such as PE
buildings, structures, packing materials,
consumable stores and spares, etc, whatsoever
situate and or transit whether at present
belonging to or that may at any time during
the continuance of this security belong to our
Company or that may be held by any party
anywhere to the order and disposition of our
Company; (c) all the present and future book-
debts, outstanding monies, receivables, claim
bills, contracts, engagements and securities
which are at present, due and owing and
which may at anytime during the continuance
of this security become due and owing to our
Company in the course of its business by any
person, firm, company or body corporate or
by the Government of India or any state
government or Indian Railways or any
Government Department or office or any
municipal or local or public or semi-
government body or authority whatsoever,
including those relating to the assets leased
out and/or given on hire purchase basis;
265
on March 20,
2015
counter-guarantee of our Company;
unconditional and irrevocable guarantee of
Pennar Industries Limited; personal guarantee
of Joginapally Venkata Nrupender Rao and
Aditya Narsing Rao.
The aforesaid facility availed by our Company from Axis imposes certain covenants on our Company,
including:
(i) Our Company shall not without Axis’s prior permission in writing, inter alia: (a) create any
further charge over its fixed assets; (b) undertake any expansion or fresh project or acquire fixed
assets; (c) invest by way of share capital in or lend or advance to or place deposits with any other
concern; (d) formulate any scheme of amalgamation/ reconstruction with any other entity; (e)
undertake any guarantee obligations on behalf of any other entity or any third party; and (f) make
any change in the management set-up.
(ii) No changes whatsoever that may take place in the constitution of our Company (whether by
amalgamation or otherwise) shall impair or discharge the liability of our Company;
(iii) Our Company shall broadbase its Board of Directors and finalise and strengthen its management
set-up to the satisfaction of Axis, if necessary;
(iv) Our Company shall not divert working capital funds for long-term purposes;
(v) The loan shall not be used for (i) subscription of shares and debentures; (ii) extending loans to
subsidiary companies/associates or for making inter-corporate deposits; and (iii) any speculative
purposes.
(vi) Our Company shall keep Axis informed of the happening of any event which is likely to have an
impact on its profit or business and more particularly, if the monthly production or sale and profit
are likely to be substantially lower than already indicated to Axis or if any action has been taken
by any creditor or government authority against our Company. Our Company shall inform Axis
accordingly, along with reasons and remedial steps proposed to be taken;
(vii) The events of default in relation to the facilities availed from Axis are (i) our Company making a
default in payment of the balance amount due to Axis; (ii) if any of the representations made by
our Company in the application for granting the said facilities are found to be untrue or false; (iii)
if our Company commits default in repayment of any instalment of the principal or interest; (iv) if
our if an order is made or resolution passed for the winding up of our Company or a petition for
such winding up is filed or notice of a meeting to pass such a resolution is issued; (v) if our
Company becomes bankrupt or is adjudicated an insolvent or an insolvency petition is filed
against our Company; (vi) if our Company enters into a composition with its creditors; (vii) if a
receiver is appointed of our Company of all or any of our Company’s properties; (viii) if any
execution or other similar process is levied or issued against our Company; if any circumstances
or events occurs, which in the opinion of Axis is prejudicial or imperils any or is likely to
prejudice or imperil any security given by the Company to Axis.
Our Company has received a letter dated January 7, 2015 from Axis permitting it to do the above acts
with respect to the Issue.
(b) Pursuant to a sanction letter dated February 26, 2015, our Company has been granted an ad-hoc limit for
non-fund based facilities amounting to ` 50.00 million from Axis. This facility has been granted against
an unfixed deposit of ` 50.00 million. The outstanding balance as on March 20, 2015 is ` 49.92 million.
(c) Pursuant to a sanction letter dated February 26, 2015, our Company has been granted an ad-hoc limit for
non-fund based facilities amounting to ` 50.00 million from Axis. This facility has been granted against a
266
personal guarantee of Aditya Narsing Rao. The outstanding balance as on March 20, 2015 is ` 49.95
million.
3. Financial facility availed from Yes Bank Limited, Hyderabad (“Yes Bank”)
Facility letter dated March 7, 2014, master facility agreement dated July 8, 2014 and deed of
hypothecation dated July 8, 2014.
(` in million)
Sanctioned amount Amount Interest rate/ Tenor/ Repayment Key terms and conditions
outstanding as Commission
on March 20,
2015
Non- fund based
Performance bank 168.96 0.60% p.a. 36 months (including 1. Purpose: Working capital
guarantee: 200.00 claim period) requirements
Sub limits: - 0.60% p.a. 36 months (including 2. Pre-payment terms: N.A.

claim period)
Financial bank guarantee: 3. Penalties: Additional rate
200.00 of interest of 2% p.a. in
case of default.
Inland LC- sight: 200.00 - 0.60% p.a. 45 days
4. Security: First pari passu
Inland LC- usance: 30.41 0.60% p.a. 7 months including charge on current assets
200.00 usance period (stock and book debts)
of our Company, both
Import LC- sight: 50.00 - 0.60% p.a. 1.5 months present and future;
second pari passu charge
Import LC: usance: 50.00 - 0.60% p.a. 7 months including on all fixed assets of our
usance period Company, both movable
LuT for buyer’s credit: - 0.60% p.a. 6 months and immovable, present
50.00 and future and corporate
guarantee of PIL.
Working capital demand - To be decided 6 months
loan: 50.00 at the time of
disbursement
The aforesaid facility availed by our Company from Yes Bank imposes restrictive covenants on us, for
which we are required to take prior written consent of Yes Bank. Some of these are:
(i) amend or modify the constitutional documents of our Company;
(ii) undertake or permit any merger, de-merger, consolidation, reorganisation, scheme of arrangement
or compromise with its creditors or shareholders or effect any scheme of amalgamation or
reconstruction including creation of any subsidiary or permit any company to become its
subsidiary;
(iii) prepay any indebtedness incurred by our Company;
(iv) undertake any new project, diversification, modernization which are material in nature or
substantial expansion of any of its projects;
(v) make any investments whether by way of deposits, loans, or investments in share capital or
otherwise, in any concern or provide any credit or give any guarantee, indemnity or similar
assurance, other than in the ordinary course of business;
(vi) recognise or register any transfer of shares in our Company’s capital made or to be made by the
promoters and their associates except as may be permitted by the Yes Bank; and
(vii) issue any further share capital whether on a preferential basis or otherwise or change its capital
structure in any manner.
267
Our Company has received a letter dated February 16, 2015 from Yes Bank permitting it to do the above
acts with respect to the Issue.
4. Vehicle loan availed from Kotak Mahindra Bank, Mumbai (“Kotak”)
We have entered into an arrangement with Kotak, vide an agreement dated April 16, 2013, for the
purposes of financing purchase of 1 motor vehicle for our Company. The total amount sanctioned is `
2.32 million and outstanding as on March 20, 2015 is ₹ 1.51 million. The rate of interest for the above
vehicle/equipment loan is 10.07 % p.a. and is repayable in 60 equal monthly instalments. The vehicle
acquired pursuant to this loan has been hypothecated.
B. Unsecured borrowings
Neither of our Company, our Promoter or our Group Company have availed any unsecured loans as on
the date of this Draft Red Herring Prospectus.
II. LOANS BY GROUP COMPANY TO OUR COMPANY
Our Company has not availed any loans from our Group Company as on the date of this Draft Red
Herring Prospectus.
268
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND DEFAULTS
Except as stated in this section, (i) there are no winding up petitions, no outstanding litigations, suits, criminal
or civil prosecutions, statutory or legal proceedings including those for economic offences, tax liabilities, show
cause notices or legal notices pending against our Company, Promoter and Directors or against any other
company whose outcome could have a materially adverse effect on the business, operations or financial position
of our Company, and (ii) there are no defaults including non-payment or overdue of statutory dues, overdues to
banks or financial institutions, defaults against banks or financial institutions or rollover or rescheduling of
loans or any other liability, defaults in dues payable to holders of any debenture, bonds and fixed deposits or
arrears on compulsorily convertible preference shares issued by our Company or Promoter defaults in creation
of full security as per the terms of issue/other liabilities, proceedings initiated for economic, civil or any other
offences (including past cases where penalties may or may not have been awarded and irrespective of whether
they are specified under paragraph (a) of Part I of Schedule V of the Companies Act, 2013) other than
unclaimed liabilities of our Company except as stated below, and (iii) no disciplinary action has been taken by
the SEBI or any stock exchange against our Company, Promoter and Directors except as stated below.
Neither our Company nor our Promoter have been declared as wilful defaulters by the RBI, or any other
Governmental authority and except as disclosed in this section in relation to litigation, there are no violations of
securities laws committed by them in the past or pending against them or any person or entity connected with
them. All terms defined in a particular litigation are for that particular litigation only.
LITIGATION INVOLVING OUR COMPANY
I. Outstanding litigation/ proceedings filed against our Company
A. Criminal proceedings
NIL
B. Civil proceedings
NIL
C. Labour proceedings
NIL
D. Notices from statutory and regulatory authorities
The Official Liquidator, High Court of Karnataka (“Official Liquidator”) sent a notice of demand
bearing number 150/3677/2013 (“Notice”), dated December 11, 2013 to our Company. The Notice is in
relation to a demand of ₹ 390,392 (“Demand”) owed by our Company to Deccan Cargo and Express
Logistics Private Limited (“Deccan Cargo”) which has been wound up by an order dated June 11, 2013
of the High Court of Karnataka. Our Company has been asked to pay the official liquidator an amount of
₹ 390,392 owed by us to Deccan Cargo. Our Company has replied to the Notice through a letter dated
March 14, 2013 stating that it is Deccan Cargo which owes our Company an amount of ₹ 2,845,393
(“Amount”) and that the Demand has already been adjusted against four orders placed before our
Company by Deccan Cargo for their proposed hangars. Our Company has therefore asked the Official
Liquidator to consider us as a creditor of Deccan Cargo and to arrange to make the payment of the
Amount due with interest. We are awaiting a response from the Official Liquidator.
E. Tax proceedings
1. The Joint Commissioner of Central Excise, Hyderabad – I Commissionerate (“Joint Commissioner”)

issued a show cause notice dated January 27, 2014 (“SCN 1”) to our Company stating that our Company
had not included the cost element of transit freight and insurance in the assessable value for discharging
the central excise duty liability which resulted in the short payment of duty. Therefore, further stating that
our Company is liable to pay an amount of ₹ 3,551,089 being the amount not paid as part of the central
269
excise duty during the period June 2010 to March 2013 along with the applicable interest, and liable for
imposition of a penalty for the suppression of facts and contravention of the provisions of the Central
Excise Act, 1944. Our Company replied through a letter dated April 4, 2014 stating that we have not
misstated or suppressed any facts with intent to evade payment of the central excise duty and that the said
transaction has been completed at the customer’s premises and thus the place of removal is the
customer’s premises under Section 4(3)(c)(iii) of the Central Excise Act, 1944and therefore SCN 1 or the
demand for interest and imposition of penalty is not justified. Our Company has further requested the
Joint Commissioner to discontinue the proceedings and to provide an opportunity to present our case. A
second show cause notice dated April 28, 2014 (“SCN 2”) was issued by the Joint Commissioner
referring to SCN 1 and stating that our Company had again not included the freight amount in the
assessable value charged to the buyers for the payment of central excise duty for the period of April 2013
to December 2013 and an amount of ₹ 1.62 million for the short payment of central excise duty along
with the applicable interest and a penalty for the contravention of the provisions of the Central Excise
Act, 1944 is applicable to be levied on our Company as per SCN 2. Our Company replied to the Joint
Commissioner through a letter dated June 3, 2014 citing judgments which support our contention that
freight amount is not to be included in the assessment of central excise duty and stating that the
contentions of the Joint Commissioner in SCN 2 are not justified. Our Company has further requested an
opportunity of a personal hearing to present their case before the Joint Commissioner. We are awaiting a
reply from the Joint Commissioner.
2. The Commissioner of Customs, Central Excise and Service Tax has through an order dated October 20,
2014 (“Order”) demanded an amount of ₹ 0.02 million as differential duty payable by our Company on
the goods cleared during the period of June, 2013 to March, 2014 on account of non-inclusion of freight
charges in the assessable value along with an interest as applicable. Also, a penalty of ₹ 2,000 has been
imposed on our Company under Rule 25 of the Central Excise Rules, 2002. The Order has been issued in
relation to a show cause notice no. O. R. No. 56/2014-Hyd-I Adjn dated July 8, 2014 issued by the Office
of the Commissioner of Customs, Central Excise and Service Tax Hyderabad-I Commissionerate,
Hyderabad to which our Company sent a reply dated September 17, 2014 and the Commissioner of
Customs, Central Excise and Service Tax dropped the proceedings to the extent of duty payable vide the
Order, except the differential duty.
F. Public Interest Litigations
NIL
G. Revenue proceedings
NIL
H. Arbitration proceedings
NIL
I. Consumer proceedings
NIL
J. Complaints filed under section 138 of the Negotiable Instruments Act, 1881
NIL
K. Miscellaneous
NIL
II. Details of past penalties imposed on our Company
NIL
270
III. Proceedings initiated against our Company for economic offences
NIL
IV. Potential litigation involving our Company
1. Our Company has served a legal notice dated March 12, 2014 to Renaissance Construction Technologies
India Limited, Renaissance Construction Technologies India LLP (collectively, “RCTIL”) and Tenneco
Automotive India Private Limited (“TAIPL”) (collectively, the “Noticees”). The legal notice is in
relation to a purchase order dated May 6, 2011 and an amended purchase order dated July 8, 2011 issued
by RCTIL to our Company for the supply of steel structures and its components for the project of
TAIPCL and a work order dated May 6, 2011 issued to our Company by RCTIL. Subsequently, our
Company sent an invoice bearing number 728 dated August 9, 2011 for the supply of material worth ₹
602,525 against which an amount of ₹ 360,756 remains outstanding. Our Company further raised two
more invoices dated September 16, 2011 and February 15, 2012 for erection of steel structure as per the
abovementioned work order against which an amount of ₹ 399,622 remains to be paid by RCTIL. Our
Company has claimed a total amount of ₹ 760,378 along with interest of 21% p.a. from the Noticees.
2. Our Company has served a legal notice dated March 22, 2014 on U. I. Pipe Fitting Private Limited
(“PFPL”) alleging that PFPL had not fulfilled their obligations under a purchase order dated May 27,
2011 and an erection work order which was entered into by our Company with PFPL. Our Company had
raised several invoices for supply and erection dated January 30, 2012, February 15, 2012, February 29,
2012 and January 19, 2013 which remain outstanding. An outstanding amount of ₹ 1,346,209 along with
an interest of 21% has been demanded by our Company from PFPL.
V. Default and non- payment of statutory dues by our Company
Except as stated below, there are no defaults or non-payment of statutory dues by our Company.
S. Nature of Liability Amount outstanding as on February

No. 28, 2015 (` in million)
1. Tax Deducted at Source 2.76
2. Tax Collected at Source 0.05
3. Professional Tax 0.05
4. Employee Provided Fund 2.03
5. Employee State Insurance 0.13
6. Service Tax Payable 3.90
7. Excise Duty Payable 18.78
8. Value Added Tax Payable 9.04
Total 36.74
VI. Inquiries, inspections or investigations initiated or conducted under Companies Act, 2013 or the
Companies Act, 1956
NIL
VII. Adverse findings in relation to compliance of securities laws
NIL
VIII. Any disciplinary action taken by the SEBI or stock exchanges against our Company
NIL
IX. Material frauds against our Company
NIL
X. Outstanding dues to small scale undertaking(s) or other creditors of more than ₹ 0.1 million
outstanding for more than 30 days
271
The details of micro, small and medium enterprises to which our Company owes an amount greater than
₹ 0.1 million and outstanding for a period more than 30 days, as on February 28, 2015, are as follows:
Outstanding Amount (₹ in
S. No. Name of the vendor
million)
1. B.P.R. Indiglo Industries 0.42
2. Paradise Packaging Private Limited 1.38
3. Souvenir International 3.48
4. Panchsheel Fasteners 5.50
5. Siddivinayaka Industrial Gases Private Limited 1.07
6. Atul Fasteners Limited 1.57
7. M.B. Engineering Industries Private Limited 0.23
Total 13.65
Our Company does not owe an amount exceeding ` 0.10 million which has been outstanding for more
than 30 days, to any other creditor, except in the ordinary course of business. For more information on
amounts owed to such creditors, please see the section titled “Financial Statements - Annexure 13 -
Restated Summary Statement of Trade payables” on Page 217.
XI. Material developments since the last balance sheet date
NIL
XII. Outstanding litigation against other persons and companies whose outcome could have an adverse
effect on our Company
NIL
XIII. Litigation by our Company
A. Civil proceedings
1. A suit for recovery (O. S. No. 322/2013) dated November 18, 2013 was filed by our Company before the
Court of Senior Judge, Sangareddy against Laxmi Nirmal Pratishthans (“Defendants”) for recovery of ₹
810,946 along with interest at 24% per annum under Section 26 read with order VII Rule 1 & 2 of the
Code of Civil Procedure, against a purchase order (“PO”) for the supply and installation of steel structure
and component material and work order for erection and installation of steel structure for warehouse shed
work, both dated July 29, 2011 which were issued by the Defendants to our Company. The Defendants
filed a written statement denying the claims made by our Company in the suit for recovery and claimed
that the matter instead be settled through arbitration as per the provisions of the PO. Subsequently, our
Company has filed a rejoinder dated October 10, 2014 denying the written statements made by the
Defendant. The matter is currently pending.
B. Writ Petitions
NIL
C. Arbitration proceedings
1. Our Company has filed an Arbitration Application No. 81/2014 in the High Court of Andhra Pradesh at
Hyderabad on April 25, 2014 for appointment of an arbitrator under Section 11(2) and Section 11(6) of
the Arbitration and Conciliation Act, 1996 against Collage Design Private Limited (“Respondent”), for a
claim of ₹ 937,198 plus interest in relation to a purchase order issued to our Company by the Respondent
on December 4, 2010 (“PO”) for the supply of steel structures. Our Company had issued invoices dated
May 6, 2010 and May 7, 2010 in relation to the PO which have not been paid by the Respondent. Our
Company then issued an arbitration notice dated March 22, 2014 which was not responded to by the
Respondent and hence, the abovementioned Arbitration Application was filed. A reply from the
Respondent is pending.
272
the Arbitration and Conciliation Act, 1996 against Hindustan Construction Company Limited
(“Respondent”), for a claim of ₹ 8,129,231 plus interest in relation to a purchase order dated October 29,
2010 issued to our Company by the Respondent (“PO”) for the fabrication, supply, packing, loading and
transportation of steel structure units. Our Company had issued invoices dated February 28, 2011 and
March 25, 2011 against the PO which were not paid by the Respondent. Our Company then issued an
arbitration notice dated March 22, 2014 which was not responded to by the Respondent and hence, the
abovementioned Arbitration Application was filed. The matter is currently pending.
the Arbitration and Conciliation Act, 1996 against Hindustan Construction Company Limited
(“Respondent”), for a claim of ₹ 909,975 plus interest against a letter of intent dated September 28, 2010
and the work order dated March 21, 2011 (“WO”). Our Company had issued an invoice dated May 31,
2011, in relation to WO which has not been paid by the Respondent. Our Company then issued an
arbitration notice dated March 22, 2014 which was not responded to by the Respondent and hence, the
abovementioned Arbitration Application was filed. The matter is currently pending.
the Arbitration and Conciliation Act, 1996 against East Coast Imports and Exports (“Respondent”), for a
claim of ₹ 1,369,638 with respect to work orders for supply and installation of steel structures for the
workshop of the Respondent dated October 28, 2010 (“WO”) issued to our Company by the Respondent.
Our Company had issued invoices dated January 24, 2011, February 28, 2011, March 10, 2011 and May
6, 2011, in relation to WO, which were not paid by the Respondent. The Respondent has filed a counter
affidavit in December, 2014 denying the claims made by our Company and further stated that that works
under the WO were not performed by our Company. Our Company has further filed a rejoinder to the
counter affidavit in February, 2015 denying the claims made by the Respondents and further prayed for
the Arbitration Application to be allowed. The matter is currently pending.
5. Our Company has filed an Arbitration Application No. 86/2014 against East Coast Imports and Exports
(“Respondent”) in the High Court of Andhra Pradesh at Hyderabad on April 25, 2014 for appointment of
an arbitrator under Section 11(2) and Section 11(6) of the Arbitration and Conciliation Act, 1996 against
East Coast Imports and Exports (“Respondent”), for a claim of ₹ 417,845. The arbitration application is
with respect to work orders for supply and installation dated February 22, 2011 (“WO”), entered into
between our Company and the Respondent. Our Company had issued invoices dated April 12, 2011 and
May 6, 2011 against the WO, which were not paid by the Respondent. The Respondent has filed a
counter affidavit in December, 2014 denying the claims made by our Company and further stated that
that works under the WO were not performed by our Company. Our Company has further filed a
rejoinder to the counter affidavit in February, 2015 denying the claims made by the Respondents and
further prayed for the Arbitration Application to be allowed. The matter is currently pending.
the Arbitration and Conciliation Act, 1996 against Consolidated Construction Consortium Limited
(“Respondent”), for a claim of ₹ 5,671,038 plus interest in relation to a supplier agreement dated August
4, 2011 and a supplementary supply agreement dated January 2, 2012 entered into between our Company
and the Respondent (“Agreements”). Our Company had issued several invoices in relation to the
Agreements, which were not paid by the Respondent. Our Company then issued an arbitration notice
dated March 22, 2014 which was not responded to by the Respondent and hence, the abovementioned
Arbitration Application was filed. The matter is currently pending.
7. Our Company filed an Arbitration Application No. 85/2014 against the Respondent in the High Court of
Andhra Pradesh at Hyderabad on April 25, 2014 for appointment of an arbitrator under Section 11(2) and
Section 11(6) of the Arbitration and Conciliation Act, 1996 against Consolidated Construction
Consortium Limited (“Respondent”) for a claim of ₹ 155,119 plus interest in relation to a sub contract
agreement dated August 4, 2011 and its supplementary erection agreement dated January 2, 2012 entered
into between our Company and the Respondent. Our Company had issued an invoice dated May 21, 2012
in relation to the agreements mentioned above, which were not paid by the Respondent. Our Company
273
then issued an arbitration notice dated March 22, 2014 which was not responded to by the Respondent
and hence, the abovementioned Arbitration Application was filed. The matter is currently pending.
D. Criminal proceedings
NIL
E. Cases filed under the Negotiable Instruments Act, 1881
Our Company has filed a complaint (C. C. No. 589 of 2014) dated June 3, 2014 (the “Complaint”)
against S. S. Solar Private Limited and others (“Respondents”) under Sections 190, 200 and 357(3) of
the Criminal Procedure Code, 1973 read with Section 138, 139, 141 and 142 of the Negotiable
Instruments Act, 1881 in the Court of X Additional Chief Metropolitan Magistrate, Secunderabad
(“ACMM”). The Complaint is in relation to the dishonour of a cheque bearing number 018997 dated
April 12, 2014 for ₹ 2,656,579 towards payment made to our Company by the Respondents against a
purchase order and a work order, both dated December 5, 2013 which were placed by the Respondents
with our Company. Summons has been issued to the Respondents and the case is currently pending
before the ACMM.
F. Miscellaneous
NIL
LITIGATION INVOLVING OUR PROMOTER
Except as stated below, there is no outstanding litigation involving our Promoter, including criminal
prosecutions or civil proceedings involving our Promoter, and there are no material defaults, non-payment of
statutory dues, over dues to banks/ financial institutions or defaults against banks/ financial institutions by our
Promoter (including past cases where penalties may or may not have been awarded and irrespective of whether
they are specified under paragraph (a) of Part I of Schedule V of the Companies Act, 2013).
III. Outstanding litigation and material developments/ proceedings against our Promoter
1. Pennar Industries Limited
Writ Petition
A special leave petition (Civil No. 10954, 10955 and 10956/2009) has been filed by the State of Andhra
Pradesh and Others (”Petitioners”) against Pennar Industries Limited (“PIL”) before the Supreme Court
of India, against the judgment and final order dated April 24, 2008 (“Order”) passed in the Writ Petition
No. 20763 and 20764 of 2007 by the Division Bench of the Andhra Pradesh High Court at Hyderabad.
The High Court, through its Order, allowed the Writ Petition filed by PIL against the imposition of entry
tax by the Petitioners. The Petitioners had issued a show cause notice dated May 25, 2007 and passed a
final assessment order dated September 19, 2007 for the levy of entry tax under the provisions of the
Andhra Pradesh Entry Tax on Entry of Goods into Local Areas Act, 2001 for the period of 2005-06 and
2007-08 on PIL. Subsequently, PIL had filed writ petition bearing numbers 20763 and 20764 of 2007
against the abovementioned assessment order in the High Court of Andhra Pradesh dated September 29,
2007 and the same had been allowed by the High Court. The case is currently pending in the Supreme
Court of India.
Criminal proceedings
NIL
Civil proceedings
1. Durgaiah and Sailu (“Plaintiffs”) filed a plaint in July 2008 before the Court of Preliminary Junior Civil
Judge (“JCJ”), Sangareddy under order VII Rule 1 read with Section 26 of the Code of Civil Procedure
for a suit for partition of ancestral joint family properties (O. S. No. 283 of 2008) situated at in Sy No. 90
part E or EE or U at Ankenpally and Sadashivpet Village, admeasuring 2 acres and 13 guntas, against
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Pennar Industries Limited (“PIL”) and others. The Plaintiffs prayed for the allotment of 1/3rd share to
each of the Plaintiffs from the aforesaid property. PIL has filed a written statement dated February 25,
2013 in reply, claiming that the abovementioned suit had been filed by the Plaintiffs on fictitious grounds
and prayed for the Court to dismiss the suit. The matter is currently pending before the JCJ.
2. Ajanta Infrastructures Limited (“Petitioner”) filed a special leave petition (civil no. 16016/2009)
(“Petition”) before the Supreme Court of India against Pennar Industries Limited (“PIL”) and others.
The Petition is filed against the final order dated March 25, 2009 (“Order”) of the High Court, Chennai
(“High Court”) in the civil revision petition number 189 of 2009 (“Revision Petition”). Through its
Order the High Court had dismissed the Revision Petition and confirmed the order, dated March 9, 2004,
of the Principal District Judge, Thiruvallur in O.S. No. 1159 of 1993 (“Suit”) on the file of the Second
Senior Civil Judge, City Civil Court, Hyderabad. The Suit was filed by PIL, then Pennar Steels Limited
against the Petitioner, who is the successor-in-interest of Automobile Products of India Limited (“APIL”)
for the recovery of a sum of ₹ 4,392,653 in the Court of Second Senior Civil Judge, Hyderabad. At the
time of the Suit the Petitioner (as a successor-in-interest of APIL) had filed a reference before the Board
for Industrial and Financial Reconstruction (“BIFR”) for the framing of a scheme for its rehabilitation
under the Sick Industrial Companies Special Provisions Act, 1985 (“SICA”) and the same was pending
when the Suit was filed by PIL. A scheme was subsequently sanctioned on November 14, 1996 by BIFR.
Later, BIFR discharged the Petitioner from the purview of SICA through its order dated February 20,
2004 and the Suit was decreed on March 9, 2004. The Petitioners raised objections against the decree
stating that the Suit was not permissible under Section 22 of SICA and filed the Revision Petition which
was dismissed through the Order. Hence, the Petition has been filed before the Supreme Court of India by
the Petitioner and is currently pending.
3. A plaint (OS No. 287/2011) and an Interim Application (I.A No. 1348/2011) dated November 29, 2011
has been filed by Koneti Manohar Rao and others (“Plaintiff”) against PIL before the Court of Senior
Civil Judge, Sangareddy (“Court”) for ad-interim injunction under order XXXIX Rule 1 & Rule 2 read
with Section 151 of the Code of Civil Procedure. In the plaint the Petitioner has alleged that PIL has
interfered with the peaceful possession of the Petitioner’s land situated in Isnapur Village, Patencheru
Mandal, Medak District and prayed that the Court grant injunction restraining PIL and its agents from
interfering with the peaceful possession of the land by the Petitioner. PIL has filed a written statement in
December 2011, denying the allegations made in the plaint. The Court has, through an order dated June
11, 2013 (“Order”) dismissed the plaint without costs. The Plaintiffs have further filed an appeal (CMA
No. 20 of 2013) dated September 26, 2013 against the Order before the Court of Preliminary District
Judge, Medak at Sangareddy (“District Judge”). PIL has filed written arguments before the District
Judge, against the appeal and prayed for the appeal to be dismissed. The matter is currently pending.
4. Master Automation and Robotics Private Limited (“Petitioner”) has filed a special civil suit (No.
1165/2014) on August 16, 2014 before the Court of Civil Judge (Senior Division), Pune (“Civil Judge”)
against PIL for a claim of ₹ 733,680 along with interest at 18% per annum, towards machinery supplied
by them to PIL as per the purchase order dated January 4, 2011. The Petitioner has alleged that
machinery has been supplied on account of purchase order issued to them by PIL for supply of machinery
and the respective payment has not been made by PIL. The matter is currently pending.
Tax proceedings
1. The Commercial Taxes Officer, Works Contract and Leasing Tax I, Jaipur (“Petitioner”) had filed a S.
B. Sales Tax Revision Petition (No. 6/2007) (“Revision Petition”) before the High Court of Rajasthan at
Jaipur against Pennar Industries Limited (“PIL”). The petition was filed against a judgment dated
November 15, 2003 passed by the Rajasthan Tax Board, Ajmer (Camp Jaipur) through which the Tax
Board had dismissed an appeal (numbers 117, 118 and 119 of 2003) (“Appeal”) made by the Petitioner
against the decision of the Deputy Commissioner, Commercial Taxes (Appeals) I, Jaipur (“Deputy
Commissioner”). The Petitioner had issued an order dated November 27, 2001 (“Order”) through which
it had cancelled the certificate dated July 21, 2001 issued to PIL for certain exemptions from tax and had
raised a demand of ₹ 187,745 from PIL. PIL had filed an appeal against the Order before the Deputy
Commissioner and the same had been allowed. Against the decision of the Deputy Commissioner, the
Petitioner filed the Appeal which was dismissed, and further the Petitioner filed the Revision Petition.
PIL has filed a counter affidavit dated February 18, 2015 in the Revision Petition. The matter is currently
pending.
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2. The Commissioner for Customs and Central Excise, Hyderabad – II (“Appellant”) had filed a Special
Leave Petition (Civil Appeal Number 4444 and 4445 of 2005) before the Supreme Court of India against
the impugned final judgment and order number A 304-305/WZB/2005/C-III dated March 11, 2005
passed by the Customs, Excise and Service Tax Appellate Tribunal, West Zonal Bench at Mumbai
(“CESTAT”) in appeal numbers C/303 and C/304 of 2004. The Appellant had contested in the petition
that the Tribunal had, without considering evidence on record, allowed the appeal of Pennar Industries
Limited (“PIL”) against the order passed by the Appellant dated March 31, 2004 by holding that there
was no reason to disallow the benefit to PIL and that the actions taken by the Appellants were premature
and highhanded. Through its order dated March 31, 2004 the Appellant had demanded a Customs duty of
₹ 16,507,454 along with a 24% interest p.a. in addition to a penalty of ₹ 1,000,000 on PIL. PIL has filed
a counter affidavit by way of reply to the appeal filed by the Appellant on October 27, 2005 with
CESTAT and the same was allowed. The matter is currently pending in the Supreme Court of India.
3. The Office of the Commissioner of Customs and Central Excise, Hyderabad (“Authority”) has issued a
show cause notice (OR No. 95/2008) dated November 12, 2008 (“SCN 1”) wherein it is alleged that
Pennar Industries Limited (“PIL”) have taken ineligible Cenvat credit of service tax paid on
transportation of their final products beyond the place of removal for the period of April 1, 2005 to March
31, 2008 and thereby contravening the provisions of the Cenvat Credit Rules, 2004. Thus, PIL has been
asked to show cause as to why an amount of ₹ 3,622,550 towards excise duty and ₹ 88,714 towards
education cess should not be recovered from them along with interest and penalty as applicable. PIL has
replied to SCN 1 through a letter dated December 22, 2008 requesting the Authority to grant them an
opportunity of personal hearing. Further, the Authority issued another show cause notice (OR No.
4/2009) dated July 14, 2009 (“SCN 2”) wherein it is alleged that PIL have availed Cenvat credit
amounting to ₹ 4,245,176 irregularly, in the period from April 1, 2005 to March 31, 2008. PIL has been
asked to show cause as to why an amount of ₹ 4,245,176 should not be recovered from PIL along with
interest and a penalty. PIL has replied to SCN 2 through a letter dated August 13, 2009 asking the
Authority to grant them an opportunity of a personal hearing. These matters in relation to SCN 1 and
SCN 2 are currently pending.
4. The Deputy Commissioner, Central Excise, Boisar-I, Thane-II (“Authority”) has issued a show cause
notice, dated February 16, 2009 (“SCN 1”) wherein it is alleged that Pennar Industries Limited (“PIL”)
have availed cenvat credit of service tax paid on freight outward during the month of February 2008
which is not admissible and utilized the same for payment of central excise duty. Further, PIL, through
SCN 1 has been asked to show as to why a cenvat credit of ₹ 438,626 should not be recovered from them
and why a penalty should not be imposed on them. PIL has replied to the SCN 1 through a letter dated
March 16, 2009 stating that PIL is eligible to avail cenvat credit as mentioned above under the provisions
of the Central Excise Act, 1944. PIL has also requested the Authority to grant them an opportunity of a
personal hearing. Further, another show cause notice cum demand dated March 2, 2009 (“SCN 2”) has
been issued to PIL by the Authority asking PIL to show cause as to why a cenvat credit of ₹ 77,428 (plus
interest) availed by PIL on freight charges during the month of February 2008 should not be demanded/
recovered from PIL and to show cause as to why in relation to the same, a penalty should not be imposed
on PIL. PIL has replied to SCN 2 through a letter dated March 18, 2009 stating that the demand in SCN 2
is not admissible and has asked the Authority to grant PIL an opportunity of a personal hearing. The
Authority, after the personal hearing issued an adjudication order bearing no. 15/2009-10 dated October
25, 2009 (“Adjudication Order”) wherein the total cenvat credit amounting to ₹ 438,626 and ₹ 77,428
has been disallowed and confirmed to be recovered from PIL. Further, the Authority imposed interest as
appropriate and imposed a penalty of ₹ 10,000 on PIL. PIL preferred an appeal against the Adjudication
Order before the Commissioner (Appeals)-IV, Mumbai (“Commissioner”). Thus, the Commissioner,
after the personal hearing held on January 19, 2012, issued an order in appeal (YDB/29/2012) dated April
25, 2012 (“Order”) wherein the appeal has been rejected. Further, PIL has filed an appeal (E/1158/12-
MUM) against the Order before the Customs, Excise and Service Tax Appellate Tribunal, West Zonal
Bench, Mumbai (“Tribunal”) along with a stay application bearing no. E/STAY/1820/12-MUM against
the Order. The Tribunal issued a stay order no. S/892/13/SMB/C-IV dated September 20, 2013 (“Stay
Order”) through which it waived the pre-deposit of all dues and stayed the recovery under the Order and
allowed the stay petition filed by PIL. Further, PIL (through it’s unit Press Metal) has filed a
miscellaneous application dated March 18, 2014 before the Tribunal praying for the extension of Stay
Order till the disposal of the appeal no. E/1158/12-MUM pending before the Tribunal. The matter is
currently pending.
276
5. Show cause notice (OR No. 26/2013) dated March 26, 2014 (“SCN”) has been issued to PIL by the
Assistant Commissioner of Customs, Central Excise and Service Tax, Hyderabad-I Commissionerate
(“Commissioner”) wherein PIL has been asked to show cause as to why an amount of service tax of ₹
686,038 which includes education cess and secondary and higher education cess not paid by PIL during
the period from October, 2008 to March, 2012 on the ‘Erection, Commissioning and Installation’ service
including interest, should not be recovered from PIL, including interest and a penalty. PIL replied to the
SCN through a letter dated July 21, 2014. Further, the Commissioner has issued a demand order (No.
9/2014) (“Order”) dated September 18, 2014 wherein the demand of service tax of ₹ 686,038 including
interest has been confirmed. Also, the Commissioner has imposed a penalty of ₹ 10,000 under Section
77 of Finance Act, 1994 and a penalty amounting to 25% of ₹ 620,267 under Section 78 of the Finance
Act, 1994. PIL has filed an appeal dated December 9, 2014 against the Order before the Commissioner of
Central Excise (Appeals), Hyderabad. The matter is currently pending.
6. The Assistant Commissioner of Customs, Central Excise and Service Tax, Patancheru Division,
Hyderabad (“Commissioner”) has issued a show cause notice dated December 19, 2014 (“SCN”)
wherein PIL has been asked to show cause as to why an amount of ₹ 192,194 including interest and a
penalty towards the cenvat credit said to have been irregularly availed by PIL on the ineligible services
which do not fall under the definition of input tax credit. PIL has sent a reply to the Commissioner dated
February 10, 2015 stating that the definition of input service is very wide and covers the services
provided by PIL and prayed for the proceedings to be dropped and to grant PIL an opportunity of a
personal hearing. The matter is currently pending.
7. The Joint Commissioner of Customs, Central Excise and Service Tax, Hyderabad has issued a show
cause notice (OR No. 103/2014) dated October 31, 2014 (“SCN”) to PIL wherein they have been asked
to show cause as to why module mounting structures for solar panels cleared by PIL during the period
from October 2013 to June 2014 should not be classifiable under the Central Excise Tariff Act, 1985 and
why an amount of ₹ 2,800,940 being the duty payable on the goods valued at ₹ 22,661,327 cleared
during the period of October 2013 to June 2014, including interest and a penalty should not be payable by
PIL. PIL has sent a reply dated December 2, 2014 wherein they have claimed that they are eligible for
exemption from payment of central excise duty on the goods cleared in terms of notification no. 15/2010-
CE dated February 27, 2010 issued by the Central Government. The matter is currently pending.
8. A show cause notice (OR No. 99/2010-Hyd-I-Adjn) dated December 10, 2010 (“SCN”) has been issued
by the Commissioner of Customs and Central Excise, Hyderabad (“Commissioner”) to PIL wherein, PIL
has been asked to show cause as to why an amount of ₹ 7,992,939, including interest, in relation to goods
cleared by PIL without payment of applicable duty, should not be demanded from them and further, as to
why a penalty should not be imposed on PIL. PIL has sent a reply to the Commissioner dated February
14, 2011 wherein they have submitted that the cenvat credit availed by them is in accordance with the
provisions of the Cenvat Credit Rules and that the proposal to demand interest and to impose a penalty
are unwarranted. PIL has further requested the Commissioner to grant them an opportunity of a personal
hearing. The matter is currently pending.
9. A show cause notice (OR No. 118/2010) dated March 28, 2011 (“SCN”) has been issued by the
Additional Commissioner of Customs, Central Excise and Service Tax, Hyderabad-I Commissionerate
(“Commissioner”) wherein PIL has been asked to show cause as to why an amount of ₹ 1,557,950
towards cenvat credit said to have been availed irregularly on ineligible services should not be demanded
including interest and a penalty. PIL has replied to the SCN through a letter dated April 27, 2011 wherein
it was stated that the credit availed by them is valid under the provisions of the Cenvat Credit Rules,
2004. Further, PIL has claimed that the proposed demand as mentioned in the SCN is not admissible and
should be dropped. The matter is currently pending.
10. The Assistant Commissioner of Customs and Central Excise, Hyderabad (“Commissioner”) issued a
show cause notice (C No. V/72/15/14/2011) dated December 9, 2011 to PIL wherein PIL has been asked
to show cause as to why an amount of ₹ 245,239 being cenvat credit said to be irregularly availed by PIL
on ineligible input service during the period from August, 2008 to March, 2011 should not be recovered
from PIL including interest at the applicable rate and a penalty for contravention of provisions of the
Central Excise Act, 1944. PIL has replied to the Commissioner through a letter dated January 18, 2012
and has submitted that the credit availed by PIL is an eligible input service, and further asked the
Commissioner to drop the proceedings against them.
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11. The Assistant Commissioner of Customs, Central Excise and Service Tax (“Commissioner”) issued a
show cause notice (V/72/15/92/2011) dated January 3, 2012 (“SCN”) for the alleged irregular availment
of cenvat credit of service tax paid on outdoor catering services amounting to ₹ 184,039 by PIL for the
period from December, 2010 to February, 2011. PIL has replied to the SCN through a letter dated
January 30, 2012 and stated that outdoor catering services to employees fall under the ambit of input
credit as defined under the Cenvat Credit Rules, 2004 and that the demand made under the SCN is not
admissible.
12. The Commissioner of Customs, Central Excise and Service Tax, Hyderabad-I Commissionerate
(“Commissioner”) issued a show cause notice (HQAE No. 19/2011) dated June 21, 2012 (“SCN”)
wherein PIL has been asked to show cause as to why a central excise duty amounting to ₹ 6,333,720
payable on the goods valued at ₹ 57,186,842 which are said to be cleared without the payment of duty by
PIL by allegedly misusing the provisions of notification no. 06/2006-CE dated March 1, 2006
(“Notification”) should be recovered from PIL, including an interest at the applicable rate and penalty for
violations made under the Central Excise Act, 1944. PIL has replied to the SCN through a letter dated
November 2, 2012 and has claimed that they are eligible to avail the benefits under the Notification and
have thus, not violated any provisions as alleged in the SCN. Further, PIL has requested the
Commissioner to drop the proceedings and to grant PIL an opportunity to present their case in person.
13. The Office of the Commissioner of Customs, Central Excise and Service Tax, Hyderabad-I
Commissionerate (“Authority”) issued a notice (C. No. V/1/72/107/2013-CAAP-III) dated March 10,
2014 (“Notice”) wherein it has been stated that during the audit of the accounts of PIL for the period
ending January, 2014, the Authority has found that (i) PIL has irregularly availed cenvat credit on
services which are said to be civil works and do not fall under the category of input services and are not
eligible for input credit under the provisions of the Cenvat Credit Rules, 2004. The amount involved is ₹
80,540 including interest; and (ii) that PIL has further availed cenvat credit on effluent treatment charges
rendered outside the factory which, according to the Authority do not qualify as an input service. The
amount involved is ₹ 124,993 including interest and a penalty. PIL has replied to the Notice through a
letter dated March 14, 2014 stating that the in relation to (i) PIL has made the payment of ₹ 81,069 in
their cenvat accounts vide entry no. 5271 dated March 10, 2014 and also paid an amount of ₹ 7261
towards interest and amount of ₹ 5423 towards penalty has been paid by way of deposit through challan
no, 201 dated March 21, 2014. In relation to (ii) PIL has stated that the service of effluent treatment
qualifies as an input credit and thus, is eligible for a cenvat credit and has prayed that the cenvat credit in
relation to the same to not be reversed.
IV. Potential litigation against our Promoter
1. Andhra Pradesh Grameena Vikasa Bank (“Petitioner”) has filed a suit (OS No. 292 of 2013) against N.
Ravinder, and others (“Respondents”) for the recovery of ₹ 162,366 availed as personal loan, with
interest, before the Court of the Senior Civil Judge, Sangareddy (“Civil Judge”). Further, summons dated
November 4, 2013 were issued for the appearance of defendants before the Court.. The Deputy General
Manager, PIL (“Defendant No. 4”) has filed a written statement dated October 20, 2014 before the Civil
Judge denying the allegations made by the Petitioner and stating that the suit is not maintainable in law
and fact. The matter is currently pending.
2. Andhra Pradesh Grameena Vikas Bank (“Petitioner”) has filed a suit (OS No. 285 of 2013) against G.
Praveen Goud, junior staff of PIL and others for the recovery of ₹ 90,724 availed as personal loan with
interest, before the Court of Junior Civil Judge, Sangareddy (“Civil Judge”) in September, 2013. Further,
summons dated November 21, 2013 were issued for the appearance of defendants before the Court. The
Deputy General Manager, PIL (“Defendant No. 4”) has filed a written statement dated April, 2014
stating that there is no cause of action to file the suit by the Petitioner and is not maintainable against
Defendant No. 4. The matter is currently pending.
V. Details of past penalties imposed on our Promoter
NIL
VI. Proceedings initiated against our Promoter for economic offences
NIL
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VII. Defaults to financial institutions or banks
NIL
VIII. Default and non-payment of statutory dues and dues towards instrument holders
NIL
IX. Adverse findings in respect of the persons/ entities connected to the Promoter as regards
compliance with the securities laws
NIL
X. Litigations/ defaults in respect of companies/firms/ventures with which our Promoter were

associated in the past
NIL
XI. Litigation/ legal action pending or taken by any Ministry or Department of the Government or a
statutory authority against our Promoter
NIL
XII. Disciplinary action taken by the SEBI or recognized stock exchanges against the Promoter
A consent order (CO/DRA II/857/89/2008) dated November 5, 2008 (“Consent Order”) has been issued
by the SEBI in relation to the consent application no. 857/2008 dated July 22, 2008 wherein PIL had
asked for the settlement of the enforcement actions that may have been initiated by the SEBI for
considerable delay in disclosing the shareholding pattern for the year 1997 and the years 1998 to 2004
required to be made under the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997. Through the Consent Order, the SEBI has asked PIL to pay ₹ 325,000 as settlement
charges and ₹ 100,000 as administrative charges. PIL has remitted a sum of ₹ 425,000 vide demand draft
no. 948863 dated October 22, 2008 towards the settlement and administrative charges.
XIII. Outstanding litigation and material developments/ proceedings filed by our Promoter, Pennar
Industries Limited (“PIL”)
Criminal Proceedings
1. PIL has filed a criminal complaint (C.F. No. 4932 of 2013) (“Complaint”) dated September 26, 2013
against Deepa Panels Private Limited (“Accused”) before the Additional Judicial First Class Magistrate,
Sangareddy (“Authority”) for offences under Section 420 of the Indian Penal Code, 1860. The
Complaint has been filed pursuant to the wilful non-payment of an amount of ₹ 5,089,289 due to be paid
by the Accused to PIL. PIL has claimed that the Accused has wilfully not paid the amount due to it with
an intention to cheat. The Authority has referred/ transferred the Complaint for investigation through its
order dated December 3, 2013. The matter is currently pending. Further, in relation to the same PIL has
also filed a petition for winding up (263 of 2013) (“Petition”) against the Accused under Section 433(E)
and (F) read with Section 434 and 439 of the Companies Act, 1956 on December 16, 2012 before the
High Court, Madras. The Petition is currently pending.
2. PIL has filed a criminal complaint (C. F. No. 4262 of 2013) dated August 1, 2013 (“Complaint”) before
the court of Additional Judicial First Class Magistrate, Sangareddy (“AJM”) for offences under Section
420 of the Indian Penal Code, 1860 against Algypug Enclosures Private Limited (“Accused”). The
Complaint has been filed pursuant to the wilful non-payment of an amount of ₹ 4,764,012 liable to be
paid by the Accused to PIL. PIL has claimed that the Accused has wilfully not paid the amount due to
them with an intention to cheat. The matter has been referred to the station house officer, police station
Ramchandrapuram and is currently pending.
279
3. PIL has filed a criminal complaint (C.F. No. 4931 of 2013) dated September 26, 2013 (“Complaint”)
before the court of Additional Judicial First Class Magistrate, Sangareddy (“AJM”) for offences under
Section 420 of the Indian Penal Code, 1860 against Falcon Automotive India Private Limited
(“Accused”). The Complaint has been filed pursuant to the wilful non-payment of an amount of ₹
3,539,918 liable to be paid by the Accused to PIL. PIL has claimed that the Accused has wilfully not paid
the amount due to them with an intention to cheat. The Complaint has been transferred to the Police
Station House, Ramchandrapuram through a notice no. 566/Cr-Rcp-PS/2013 issued by the Sub Inspector
of Police, Ramachandrapuram dated December 10, 2013. The investigation is currently pending.
4. PIL has filed a criminal complaint (C. F. No. 3642 of 2013) dated June 25, 2013 (“Complaint”) before
the court of Additional Judicial First Class Magistrate, Sangareddy (“AJM”) for offences under Section
420 of the Indian Penal Code, 1860 against GEI Industrial System Limited (“Accused”). The Complaint
has been filed pursuant to the wilful non-payment of an amount of ₹ 2,896,760 liable to be paid by the
Accused to PIL. PIL has claimed that the Accused has wilfully not paid the amount due to them with an
intention to cheat. As per the directions of the AJM, the investigation has been transferred to the
Ramachandrapuram Police Station and an FIR No. 305/2013 (“FIR”) has been registered. The Accused
have filed a criminal miscellaneous petition no. 12905 of 2013 dated October 28, 2013 (“Petition”)
before the High Court of Andhra Pradesh at Hyderabad (“High Court”) asking that the FIR be quashed.
A show cause notice dated November 1, 2013 pursuant to the Petition has been issued by the High Court
to PIL asking for an interim stay in the investigation under the FIR. The matter is currently pending.
Civil Proceedings
1. PIL has filed a suit for recovery O.S. 188/2013 (“Suit”) before the Court of the District Judge, Medak
District, Sangareddy (“District Judge”) against Algypug Enclosure Private Limited and another
(“Defendants”). The Suit has been filed for recovery of ₹ 4,896,086 from the Defendants against invoice
numbers 1270111, 1270176, 1270386, 1270440, 1270442, 1270490 and 1270857 issued by PIL for
supply of materials to the Defendant on their request through purchase orders and emails. The Defendants
filed an interim application dated July 13, 2014 bearing number 1177/2014 along with an affidavit
(“Affidavit”) and an accompanying petition (“Petition”) stating that the Suit is not maintainable before
the District Judge and should be transferred to the suitable court in Bangalore. Our Company has filed a
counter affidavit dated as a reply to the Affidavit and prayed that the Petition be dismissed. The matter is
currently pending.
2. PIL has filed a petition (254 of 2013) on December 16, 2012 for winding up of (“Petition”) against
Falcon Automotive India Private Limited (“Respondent”) under Section 433(E) and (F) read with
Section 434 and 439 of the Companies Act, 1956 before the High Court of Chennai. The Petition has
been filed on account of a failure on the part of the Respondent to pay ₹ 3,180,952 to PIL as amounts due
against supply of cold rolled strips by PIL pursuant to purchase orders issued to PIL by the Respondent
from June 16, 2011 to September 13, 2011. In view of the same, a demand of ` 2,946,971 was
communicated to the Respondent by PIL through a legal notice dated July 30, 2012 as a statutory demand
under Section 434(1) of The Companies Act, 1956. The matter is currently pending.
3. PIL has filed a suit for recovery O.S. 189/2013 (“Suit”) before the Court of the Additional District Judge,
Medak District, Sangareddy against GEI Industrial System Limited (“Defendant”). The Suit has been
filed on grounds of a recovery of ₹ 3,351,692 from the Defendant pursuant to invoice numbers 1118243,
1118270, 1118271, 1213707 and 1213708 in relation to supply of materials to the Defendant on their
requests through purchase orders and emails. The Defendant has filed a counter affidavit dated January 3,
2014, against the Suit and written statement on March 4, 2014 replying to the plaint. The matter is
currently pending.
4. PIL has filed a suit for recovery O.S. 153/2013 (“Suit”) dated June 20, 2014 before the Court of the
Preliminary Senior Civil Judge, Medak District, Sangareddy against Hrishyash Engineering Company
and others (“Defendants”). The Suit has been filed for recovery of ₹ 689,358 along with an interest of
24% p.a. from the Defendants pursuant to invoice numbers 1214036 and 1213813 in relation to supply of
materials to the Defendant on their requests through purchase orders. The Suit is currently pending.
5. PIL has filed a suit for recovery O.S. No. 101/2013 (“Suit”) dated April 17, 2013 before the Court of the
Senior Judge, Sangareddy (“Senior Judge”) against Veesons Energy Systems Private Limited
280
(“Defendant”). The Suit has been filed on grounds of a recovery of ₹ 551,505 from the Defendant
pursuant to invoice numbers 1242193 in relation to supply of materials to the Defendant on their requests
through purchase order dated April 10, 2012. The Senior Judge has decreed the suit with costs in favour
of PIL through its order dated September 11, 2013. PIL has filed an affidavit before the Senior Judge for
the realization of the decreed amount from the Defendants. The matter is currently pending.
6. PIL has filed a suit for recovery O.S. No. 248 of 2014 (“Suit”) before the Court of Senior Civil Judge,
Medak District, Sangareddy (“Senior Judge”) for the recovery of ₹ 554,768 including interest against
Ravian Engineers (India) Private Limited and another (“Defendants”). PIL has submitted in the Suit that
they had supplied MS ERW Tubes worth ₹ 379,221 to the Defendants pursuant to purchase orders issued
by the Defendants and the Defendants had failed to make the required payments. The suit is currently
pending before the Senior Judge.
7. PIL has filed a petition (OP No. 2847/2014) (“Petition”) dated December 18, 2014 before the Civil
Court, Hyderabad against Emmvee Energy Private Limited (“Emmvee”) and another (collectively, the
“Respondents”) praying that Emmvee be restrained from invoking a bank guarantee for an amount of ₹
65,188,000 which was issued by Emmvee on behalf of PIL. An order dated December 18, 2014 has been
issued by the III Additional Chief Judge, Civil Court, Hyderabad (“Authority”) granting interim
injunction restraining Emmvee from invoking the said bank guarantee. A counter has been filed by the
Respondents on January 19, 2015 praying that the Petition be dismissed and the amounts under the terms
of the bank guarantee be released. A rejoinder has been filed by PIL praying that the interim injunction be
made absolute. An order dated January 30, 2015 has been issued by the Authority directing PIL to extend
the bank guarantee till February 10, 2015. On February 10, 2015 a final order has been issued by the
Authority restraining Emmvee from invoking the bank guarantee and directing PIL to extend the bank
guarantee. PIL has further filed an appeal (CMA 82/2015) dated February 11, 2015 before the Hyderabad
High Court stating that the Authority had failed to take into account that Emmvee is in a debt of ₹
1,374,545,000 and that the invocation of the bank guarantee was done for the fraudulent purpose of
coercing PIL to execute another agreement with Emmvee. The matter is currently pending.
8. PIL has filed a suit for recovery O.S. No. 75/2014 (“Suit”) dated October 6, 2013 before the Court of the
Prl. District Judge, at Sangareddy (“District Judge”) against M Power Infratech (India) Private Limited,
Hyderabad (“Defendants”). The Suit has been filed on grounds of a recovery of ₹ 3,528,810 along with
interest from the Defendants pursuant to invoice numbers 1160793, 1160794 in relation to supply of
materials to the Defendants on their requests through purchase order dated September 11, 2011 &
November 5 2011. The District Judge has decreed the suit with costs in favour of PIL through its order
dated November 18, 2014. PIL has filed an affidavit before the District Judge for the realization of the
decreed amount from the Defendants. The District Judge has issued a judgment dated November 18, 2014
through which the Suit has been decreed in favour of PIL, without costs.
Cases filed under the Negotiable Instruments Act, 1881
1. PIL has filed a complaint (C. C. No. 402616 of 2014) dated October 28, 2014 (the “Complaint”) against
Deepika Infratech Private Limited and another (“Respondents”) for offences under Section 138 of the
Negotiable Instruments Act, 1881 in the Court of Additional Chief Metropolitan Magistrate, Hyderabad
(“ACMM”). The Complaint is in relation to the dishonour of cheque dated August 28, 2014 bearing
number 064433 for ₹ 1,875,850 issued by the Respondents in favour of PIL for the supply of sheet pile to
the Respondents. The matter is currently pending.
2. PIL has filed a complaint (C. C. No. 323 of 2013) dated August 21, 2012 (the “Complaint”) against
Geneva Industries Limited and another (“Respondents”) for offences under Section 138 of the
(“ACMM”). The Complaint is in relation to the dishonour of cheques bearing numbers 598703 dated
May 4, 2012, 598704 dated May 5, 2014 and 712616 dated May 3, 2012 for an aggregate amount of ₹
1,500,000 towards payment made to PIL by the Respondents. The said cheque was issued in reference to
invoices raised by PIL for supply of material to the Respondents. The ACMM has issued a non-bailable
warrant dated February 22, 2013 (“NBW”) against the Respondents. Pursuant to the issue of the NBW,
the Respondents filed a criminal miscellaneous petition no. 1258 of 2013 dated April 29, 2013 before the
ACMM, praying that the NBW be recalled. The NBW is currently pending.
281
3. PIL has filed a complaint (C. C. No. 631 of 2013) dated July 26, 2013 (the “Complaint”) against KPM
Coated Drums and Barrels and another (“Respondents”) for offences under Section 138 of the
(“ACMM”). The Complaint is in relation to the dishonour of cheque bearing number 698419 dated April
9, 2013 for ₹ 343,296 issued by the Respondents in favour of PIL for supply of cold rolled steel strips to
4. PIL has filed a complaint (C. C. No. 482 (3070) of 2013) dated June 7, 2013 (the “Complaint”) against
KPM Coated Drums and Barrels and another (“Respondents”) for offences under Section 138 of the
(“ACMM”). The Complaint is in relation to the dishonour of cheque bearing number 289127 dated
February 28, 2013 for ₹ 1,026,055 issued by the Respondents in favour of PIL for supply of cold rolled
steel strips to the Respondents. The matter is currently pending.
5. PIL has filed a complaint (C. C. No. 1105 of 2014) dated September 29, 2014 (the “Complaint”) against
New Grace Automech Products Private Limited and another (“Respondents”) for offences under Section
138 of the Negotiable Instruments Act, 1881 in the Court of Additional Judicial First Class Magistrate,
Sangareddy, Medak District (“AJM”). The Complaint is in relation to the dishonour of cheque bearing
number 025249 dated June 26, 2014 for ₹ 1,100,000 issued by the Respondents in favour of PIL for
supply of cold rolled steel strips to the Respondents. The matter is currently pending.
6. PIL has filed a complaint (C. C. No. 978 of 2014) dated November 3, 2014 (the “Complaint”) against
Nuevosol Energy Private Limited and others (“Respondents”) for offences under Section 138 of the
(“ACMM”). The Complaint is in relation to the dishonour of cheque bearing number 187193 dated July
4, 2014 for ₹ 3,582,438 issued by the Respondents in favour of PIL for the manufacture and supply of
material such as galvanized cold formed section and structural material, solar module mounting
structures, parts of solar power generators etc. to the Respondents. The matter is currently pending.
7. PIL has filed a complaint (C. C. No. 1339 of 2014) dated July 21, 2014 (the “Complaint”) against
Precision Engineering Components and others (“Respondents”) for offences under Section 138 of the
26, 2014 for ₹ 227,562 and another cheque bearing number 193945 dated May 26, 2014 for ₹ 200,000
issued by the Respondents in favour of PIL for supply of cold rolled steel strips to the Respondents. The
matter has been transferred to III Special Magistrate at Miyapur, Hyderabad under C.C. No. 142 of 2015.
8. PIL has filed a complaint (C. C. No. 483 of 2013) dated April 9, 2013 (the “Complaint”) against
Polyklad India and others (“Respondents”) for offences under Section 138 of the Negotiable Instruments
Act, 1881 in the Court of Additional Chief Metropolitan Magistrate, Hyderabad (“ACMM”). The
Complaint is in relation to the dishonour of cheque bearing number 148433 dated November 20, 2012 for
₹ 115,000 issued by the Respondents in favour of PIL supply of material such as super deck GI sheets to
the Respondents. In obedience to the judgment dated August 1, 2014 of the Supreme Court in Crl.A.No.
2287/2009, the Complaint has been transferred to XXVII Additional Chief Metropolitan Magistrate,
Bangalore under C.C. No. 28495 of 2014. The matter is currently pending.
9. PIL has filed a complaint (C. C. No. 2671 of 2014) dated May 3, 2014 (the “Complaint”) against Praweg
Conveyors and others (“Respondents”) for offences under Section 138 of the Negotiable Instruments
Complaint is in relation to the dishonour of cheque bearing number 538883 dated April 15, 2014 for ₹
81,293 issued by the Respondents in favour of PIL for supply of material such as purlin sheets, cladding
sheets, ridges to the Respondents. The matter has been transferred to the Court of Judicial Magistrate,
First Class at Ulhasnagar, Thane, Maharashtra under C.C. No. 539 of 2015 on February 17, 2015. The
matter is currently pending.
10. Pennar Industries Limited (“PIL”) has filed a complaint (C. C. No. 4948 of 2014) dated September 24,
2014 (the “Complaint”) against Praweg Conveyors and others (“Respondents”) for offences under
Section 138 of the Negotiable Instruments Act, 1881 in the Court of Additional Judicial First Class
Magistrate, Sangareddy, Medak District (“AJM”). The Complaint is in relation to the dishonour of
cheque bearing number 538886 dated May 10, 2014 for ₹ 100,000 issued by the Respondents in favour
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of PIL for supply of material such as C purlins sheets, cladding sheets, ridges to the Respondents. The
11. PIL has filed a complaint (C. C. No. 2672 of 2014) dated June 6, 2014 (the “Complaint”) against Rai
Engineering and another (“Respondents”) for offences under Section 138 of the Negotiable Instruments
Complaint is in relation to the dishonour of cheque bearing number 001047 dated March 5, 2014 for ₹
100,000 issued by the Respondents in favour of PIL for supply of material such as C channel, C purling,
galvalume roofing sheet to the Respondents. In obedience to the judgment dated August 1, 2014 of the
Supreme Court in Crl.A.No. 2287/2009, the Complaint has been transferred to the court of the III Senior
Civil Judge, Vadodara under C.C. No. 56 of 2015 on January 8, 2015. The matter is currently pending
12. PIL has filed a complaint (C. C. No. 859 of 2014) dated August 4, 2014 (the “Complaint”) against Rays
Power Infra Private Limited and others (“Respondents”) for offences under Section 138 of the
4, 2014 for ₹ 1,197,154 issued by the Respondents in favour of PIL for supply of material such as
module mounting steel structures and other components to the Respondents. The matter is currently
pending.
13. PIL has filed a complaint (C. C. No. 624 of 2013) dated July 26, 2013 (the “Complaint”) against RIBS
Steel Structures Private Limited and another (“Respondents”) for offences under Section 138 of the
(“ACMM”). The Complaint is in relation to the dishonour of cheques bearing numbers 074463 and
074465 both dated April 9, 2013 and a cheque bearing number 000099 dated April 1, 2013 for an
aggregate amount of ₹ 3,000,000 issued by the Respondents in favour of PIL for supply of 26 GA wall
sheeting colour coated flat rolled production (roofing sheets) and angles, shapes, section to the
Respondents. The matter has been transferred to IX Additional Chief Metropolitan Magistrate at Miyapur
under C.C. No. 1370/2014. The matter is currently pending.
14. PIL has filed a complaint (C. C. No. 99 of 2011) dated March 21, 2011 (the “Complaint”) against Sri
Bhavani Poultry Farms and others (“Respondents”) for offences under Section 138 of the Negotiable
Instruments Act, 1881 in the Court of Additional Chief Metropolitan Magistrate, Hyderabad (“ACMM”).
The Complaint is in relation to the dishonour of cheque bearing number 600028 dated September 15,
2010 for ₹ 162,709 and another cheque bearing number 600029 dated September 17, 2010 for ₹663,882
issued by the Respondents in favour of PIL for supply of roofing sheet material, plan ridge material and
profile ridge to the Respondents. In obedience to the judgment dated August 1, 2014 of the Supreme
Court in Crl.A.No. 2287/2009, the Complaint has been transferred to the Court of the Preliminary Judge
and the Judicial Magistrate, First Class at Bellary (“JMFC”) under C.C. No. 1617 of 2014. A summon
has been issued to the Respondents along with a non-bailable warrant on February 26, 2015 by the JMFC.
The matter is currently pending.
Shri Sudarshan Industries and another (“Respondents”) for offences under Section 138 of the Negotiable
Instruments Act, 1881 in the Court of Additional Judicial Magistrate of First Class, Sangareddy, Medak
District (“AJM”). The Complaint is in relation to the dishonour of cheque bearing number 664159 dated
May 7, 2014 for ₹ 200,000 issued by the Respondents in favour of PIL for supply of MS ERW tubes to
16. PIL has filed a complaint (C. C. No. 4699 of 2014) dated May 3, 2014 (the “Complaint”) against Usha
Industries and another (“Respondents”) for offences under Section 138 of the Negotiable Instruments
Complaint is in relation to the dishonour of cheque bearing number 001983 dated March 14, 2014 for ₹
1,761,375 and another cheque bearing number 001981 dated March 28, 2014 for ₹ 1,760,089 issued by
the Respondents in favour of PIL for supply of MS ERW tubes to the Respondents. The matter has been
transferred to XVIII Judicial Magistrate, First Class at Aurangabad under C.C. No. 310715 of 2014. The
283
Vijaynath Interiors and Exteriors Private Limited and another (“Respondents”) for offences under
Section 138 of the Negotiable Instruments Act, 1881 in the Court of Additional Judicial First Class
cheque bearing number 491202 dated May 7, 2014 for ₹ 2,361,284 issued by the Respondents in favour
of PIL for supply of decking sheets/ roofing sheets and galvanized trapezoidal sheets to the Respondents.
The matter is currently pending.
18. PIL has filed a complaint (C. C. No. 1107 of 2014) dated September 29, 2014 (the “Complaint”) against
Vijaynath Interiors and Exteriors Private Limited and another (“Respondents”) for offences under
Section 138 of the Negotiable Instruments Act, 1881 in the Court of the 1st Additional Judicial First Class
cheque bearing number 491200 dated May 1, 2014 and another cheque bearing number 491201 dated
May 5, 2014 for ₹ 1,900,000 and ₹ 2,000,000 respectively, issued by the Respondents in favour of PIL
for supply of decking sheets/ roofing sheets and galvanized trapezoidal sheets to the Respondents. The
19. PIL has filed a complaint (C. C. No. 954 of 2014) dated February 28, 2014 (the “Complaint”) against
Vijsun Engineers Private Limited and others (“Respondents”) for offences under Section 138 of the
November 12, 2013 for ₹ 1,201,746 issued by the Respondents in favour of PIL for supply of pipes and
corton steel to the Respondents. In obedience to the judgment dated August 1, 2014 of the Supreme Court
in Crl.A.No. 2287/2009, the Complaint has been transferred to the court of 13-12th Joint Civil Judge J.D.
& Judicial Magistrate, First Class, Pune under C.C. No. 420057 of 2014. The matter is currently pending.
20. PIL has filed a criminal complaint (C. C. No. 317 of 2012) dated October 16, 2012 (“Complaint”)
against Midfield Industries Limited and others (“Accused”) before the II Additional Chief Metropolitan
Magistrate Court, Hyderabad (“ACMM”) for offences under Section 138 of the Negotiable Instruments
Act, 1881. The Complaint is in relation to the dishonour of cheques bearing numbers 344229, 344230,
344231, 344232 and 344233, all dated June 30, 2012 amounting to ₹ 5,000,000 issued by the Accused in
favour of PIL for supply of material such as CR steel strips to the Accused. The V Additional Chief
Metropolitan Magistrate, Hyderabad has issued a judgment in the Complaint dated April 14, 2014
wherein the Accused have been found guilty and sentenced to undergo imprisonment for a year a
including a fine of ₹ 20,000 to be paid. The Accused have filed an appeal (549/2014) dated June 13, 2014
against the judgment of the ACMM before the Metropolitan Sessions Judge, Nampally, Hyderabad. The
21. PIL has filed a criminal complaint (C. C. No. 896 of 2014) dated March 28, 2014 (“Complaint”) against
Perfect Roofing Solutions Private Limited and another (“Accused”) before the XIV Additional Chief
Metropolitan Magistrate Court, Hyderabad for offences under Section 138 of the Negotiable Instruments
Act, 1881. The Complaint is in relation to the dishonour of a cheque bearing number 042653 dated
January 15, 2014 for an amount of ₹ 645,680 issued by the Accused in favour of PIL for supply of
certain material to the Accused. The matter has been transferred to the Court of 105-31st Joint Civil Judge
J.D. & Judicial Magistrate First Class, Pune under C.C. No. 420031/2014. Summons have been issued to
the Accused and the matter is currently pending.
22. PIL has filed a criminal complaint (CC No. 2102822 of 2014) dated July 22, 2014 (“Complaint”) against
Amba Enterprises and another (“Accused”) before the XIV Additional Chief Metropolitan Magistrate,
Hyderabad (“ACMM”) for offences under Section 138 of the Negotiable Instruments Act, 1881. The
Complaint is in relation to the dishonour of two cheques bearing nos. 076998 and 076999 dated March
11, 2014 for an amount of ₹ 230,360 each issued by the Accused to PIL for the supply of material.
ACMM has returned the Complaint to be filed before the proper court of jurisdiction and has been
transferred to the Court of III Joint Civil Judge at Pimpri, Pune. The matter is currently pending.
23. PIL has filed a criminal complaint (CC No. 1250 of 2014) dated December 1, 2014 (“Complaint”)
against JIT Auto Comp and others (“Accused”) before the Court of the Additional Judicial Magistrate,
Sangareddy (“AJM”) for offences under Section 138 of the Negotiable Instruments Act, 1881. The
Complaint is in relation to the dishonour of a cheque bearing nos. 011442 dated September 23, 2014 for
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an amount of ₹ 50,000 issued by the Accused to PIL for supply of certain material to the Accused. The
24. PIL has filed a complaint dated January 24, 2015 (“Complaint”) against Diamond Engineering
(Chennai) Private Limited and others (“Respondents”) for offences under Section 138 of the Negotiable
Instruments Act, 1881 in the Court of Additional Judicial Magistrate, Chennai (“AJMFC”). The
Complaint is in relation to the dishonour of cheque bearing number 884317 dated August 7, 2014 for ₹
2,500,000 issued by the Respondents in favour of PIL for supply of steel deck profile sheets to the
Respondents. The matter is currently pending.
25. PIL has filed a complaint (C.C. No.258 of 2015) dated December 23, 2014 (the “Complaint”) against
Rithwik Projects Private Limited and others (“Respondents”) for offences under Section 138 of the
August 8, 2014 for ₹ 881,342 issued by the Respondents in favour of PIL for supply of pre galvanized
lipped channels to the Respondents. The matter is currently pending.
Tax Proceedings
PIL has filed a central excise appeal no. 116 of 2006 (“Appeal”) against the order number 868/2006
(“Order”) of Customs, Excise and Service Tax Appellate Tribunal, South Zonal Bench, Bangalore
(“CESTAT”) in Customs/100/2005 dated May 5, 2006. The Appeal has been filed before the High Court
of Andhra Pradesh at Hyderabad (“High Court”). Through its Order, CESTAT had held that PIL is liable
to pay an interest of ₹ 4,470,389 as demanded by the Deputy Commissioner, Customs and Central
Excise, Hyderabad through its notice dated March 29, 2001. PIL has submitted in its Appeal that since
there is no demand under Section 59(1)(b) of the Customs Act, 1962, the said interest demanded cannot
be recovered. The Appeal is pending before the High Court.
LITIGATION INVOLVING OUR DIRECTORS
Except as disclosed in this section, there is no outstanding litigation involving our Directors including criminal
prosecutions or civil proceedings involving our Directors, and there are no material defaults, non-payment of
statutory dues, over dues to banks/financial institutions or defaults against banks/financial institutions by our
Directors (including past cases where penalties may or may not have been awarded and irrespective of whether
they are specified under paragraph (a) of Part I of Schedule V of the Companies Act, 2013).
I. Outstanding litigation and material developments/proceedings including tax proceedings against

our Directors
1. Joginapally Venkata Nrupender Rao
1. The Assistant Commissioner of Income Tax, Circle 2(3), Hyderabad, issued an assessment order dated
April 20, 2005 (the “Order”) against Joginapally Venkata Nrupender Rao (the “Assessee”) imposing a
tax payable under Section 245 D (6A) of the Income Tax Act, 1961 (the “Act”) amounting to ₹
2,238,550 along with an interest payable under Section 244 D (6A) of the Act amounting to ₹ 1,091,293.
The Assessee filed a miscellaneous petition (WPMP No. 17380 of 2005) in writ petition (WP No. 13702
of 2005) before the High Court, Andhra Pradesh at Hyderabad (the “High Court”) under Section 151 of
the Civil Procedure Code, 1908 (the “CPC”) praying that the collection of interest of a sum of ₹
1,091,293 (“Interest”) quantified as payable through the Order, be stayed. The High Court issued an
order dated August 31, 2005 stating that an interim stay as prayed be imposed on the payment of Interest
on the condition that the Assessee deposits an amount of ₹ 300,000 within a period of five weeks. An
amount of ₹ 300,000 was duly deposited by the Assessee on September 16, 2005 through a cheque
bearing number 432147.
2. Joginapally Venkata Nrupender Rao has sent letters to Assistant General Manager, State Bank of
Hyderabad, Industrial Finance Branch, Panjagutta, Hyderabad (“SBH”) dated March 28, 2014, July 18,
2014 and October 20, 2014 and to the Senior Manager, Karur Vysya Bank, S.P. Road Branch,
Secunderabad (“KVB”) dated October 20, 2014, in relation to the removal of his name from the Export
Guarantee Corporation of India’s (“ECGC”) Specific Approval List. In the letters to SBH, Joginapally
Venkata Nrupender Rao has stated that after inquiring with ECGC it appears that the default is in relation
285
to an advance taken in relation to an export shipment of Pennar Profiles Limited (“PPL”) in the year
2000-01. Further, Joginapally Venkata Nrupender Rao has stated that, to the best of his knowledge, there
was a delay in the repayment of the advance and not a default and in any case he had relinquished his
rights and his directorship with PPL in the year 2005, when PPL was acquired by Alumeco India
Extrusion Limited. In his letters to KVB, Joginapally Venkata Nrupender Rao has requested KVB to
verify their records in relation to the aforementioned default and further inform ECGC of the receipt of
payment and removal of his name from the ECGC Specific Approval List. Till the time Joginapally
Venkata Nrupender Rao’s name is appearing in the ECGC Specific Approval List, ECGC will provide
guarantee cover only on a specific application made to ECGC and not automatically, as is the case
generally.
2. Aditya Narsing Rao
NIL
3. Potluri Venkatesvara Rao
NIL
4. Mukul Gulati
NIL
5. Manish Mahendra Sabharwal
NIL
6. Kamalaker Rao Bandari
NIL
7. Varun Chawla
NIL
8. Sita Vanka
NIL
II. Any disciplinary action taken by the SEBI or stock exchanges against our Directors
NIL
III. Proceedings initiated against our Directors for economic offences
NIL
IV. Details of past penalties imposed on our Directors
NIL
V. Outstanding litigation and material developments/proceedings filed by our Directors
1. Joginapally Venkata Nrupender Rao
NIL
2. Aditya Narsing Rao
NIL
286
3. Potluri Venkateswara Rao
NIL
4. Mukul Gulati
NIL
5. Manish Mahendra Sabharwal
NIL
6. Kamalaker Rao Bandari
NIL
7. Varun Chawla
NIL
8. Sita Vanka
NIL
LITIGATION INVOLVING OUR GROUP COMPANY
Except as stated below, there is no outstanding litigation involving our Group Company, including criminal
prosecutions or civil proceedings and there are no material defaults, non-payment of statutory dues, over dues to
banks/ financial institutions or defaults against banks/ financial institutions by our Group Company (including
past cases where penalties may or may not have been awarded and irrespective of whether they are specified
under the paragraph (a) of Part I of Schedule V of the Companies Act, 2013).
I. Outstanding litigation and material developments/ proceedings against our Group Company
NIL
II. Outstanding litigation/ proceedings by our Group Company
NIL
III. Past penalties paid by our Group Company
NIL
IV. Proceedings initiated against our Group Company for economic offences
NIL
V. Defaults to financial institutions or banks
287
NIL
VI. Default and non-payment of statutory dues and dues towards instrument holders
NIL
VII. Proceedings against our Group Company in relation to Labour matters
NIL
XIV. Adverse findings in respect of the persons/ entities connected to the Group Company as regards
compliance with the securities laws
NIL
XV. Any disciplinary action taken by the SEBI or stock exchanges against our Group Company
NIL
288
GOVERNMENT APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the Government and
various governmental agencies required for our present business and except as mentioned below, no further
approvals are required for carrying on our present business.
In view of the approvals listed below, we can undertake this Issue and our current business activities and no
further major approvals from any governmental or regulatory authority or any other entity are required to
undertake the Issue or continue our business activities. Unless otherwise stated, these approvals are all valid as
of the date of this Draft Red Herring Prospectus.
A. Approvals relating to the Fresh Issue
1. The Board, pursuant to its resolution dated November 11, 2014, authorised the Fresh Issue subject to the
approval of the shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013 and
approvals by such other authorities as may be necessary;
2. The shareholders of our Company have, pursuant to their resolution dated March 16, 2015 under Section
62(1)(c) of the Companies Act, 2013, authorised the Fresh Issue;
3. In-principle approval from the NSE dated [●];
4. In-principle approval from the BSE dated [●];
5. The Central Depository Services (India) Limited vide their letter dated March 24, 2015 intimated our
Company about the activation of the International Securities Identification Number (ISIN) for the
purpose of availing depository services. The ISIN number allotted to us is INE455O01019; and
6. The National Securities Depository Limited vide its letter dated February 21, 2013 intimated our
Company about the activation of the International Securities Identification Number (ISIN)
INE455O01019 for our Company being activated in NSDL system.
B. Approvals relating to Offer for Sale
The Offer for Sale has been authorised by the Selling Shareholders as follows: (i) Zephyr Peacock India
Fund III Limited has authorised offer of 3,461,222 Equity Shares in the Offer for Sale by way of the
board resolution dated March 25, 2015; (ii) Zephyr Peacock India III Fund has authorised offer of
1,554,919 Equity Shares in the Offer for Sale by way of resolution of board of directors of ZP India
Advisory Private Limited, its investment manager, dated March 25, 2015; (iii) Usha Ramani Potluri has
authorised offer of 200,000 Equity Shares in the Offer for Sale by way of letter dated March 12, 2015; (iv)
Vikram Chachra has authorised offer of 200,000 Equity Shares in the Offer for Sale by way of letter
dated March 11, 2015; and (v) Eight Finance Private Limited has authorised offer of 100,000 Equity
Shares in the Offer for Sale by way of the board resolution and a letter dated March 11, 2015.
Further, the Board has taken on record the approval of the Offer for Sale by the Selling Shareholders and
has approved this Draft Red Herring Prospectus pursuant to the resolution of the Board of Directors
dated March 25, 2015.
C. Approvals relating to our business and operations
I. Incorporation details
1. Certificate of incorporation dated January 17, 2008 granted to Pennar Engineered Building Systems
Limited by the RoC.
2. Certificate of commencement of business dated February 19, 2008 granted to Pennar Engineered
Building Systems Limited by the RoC.
II. Business approvals
289
General approvals
1. PAN card – Our Company has been issued a permanent account number AAECP6047P by the Income
Tax Department, Government of India.
2. Registration under the Central Excise Act, 1944 – Our Company has been issued a Central Excise
Registration Certificate, dated October 31, 2008 by the Assistant Commissioner of Customs, Central
Excise and Service Tax, Hyderabad with the registration number AAECP6047PXM001 for the
manufacture of excisable goods at its facility at Survey No. 144 and 145, Chandapur Village, Sadashivpet
Mandal, Patan Cheruvu, Medak, Andhra Pradesh, 502 319.
3. Import export code certification – Our Company was issued a Certificate of Importer Exporter Code
bearing number 0908009828 dated September 8, 2008.
4. Value added tax (“VAT”) Registration – Our Company is registered under the VAT statutes of the
following states:
Valid with effect

S. No. Date of issue Issuing authority State TIN/ TRN
from
June 9, 2014 June 2, 2014 Assistant Commercial Tax Telangana 36228921665
Officer, Begumpet Circle,
1. Hyderabad (Commercial
Taxes Department,
Government of Telangana)
July 14, 2011 May 27, 2011 The Local VAT Office 150, Karnataka 29560622056
2. Bangalore (Government of
Karnataka)
October 15, 2014 October 8, 2014 Assistant Commissioner, Tamil Nadu 33856258743
Commercial Taxes
3.
Department, Government of
Tamil Nadu
5. Service tax registration - Our Company has been issued a service tax code (registration number)
AAECP6047PST001 for its premises at Survey No. 144 and 145, Chandapur Village, Sadashivapet
Mandal, Patan Chervu, Medak, Andhra Pradesh, 502 291 and is registered with the Central Excise
Department under the Finance Act, 1994 read with the Service Tax Rules, 1994.
6. Tax deduction account number (“TAN”) registration - Our Company has been allotted a TAN
registration number HYDP05122F by the Income Tax Department, Government of India.
7. Registration under the Central Sales Tax Act, 1956 – Our Company has been issued a registration
certificate dated June 9, 2014 by the Assistant Commercial Tax Officer, Begumpet Circle, Hyderabad.
The certificate is valid from June 2, 2014 until cancelled.
8. Registration for professional tax – Our Company has been registered under the professional tax statutes
of the following States:
S. Description Date of Valid with Issuing authority State PTIN/PTNAN

No. issue effect from
1. Andhra Pradesh June 2, 2008 June 2, 2008 Commercial Taxes Andhra 28719730722
Profession Tax Payer (Date of Department, Pradesh
Registration Certificate Registration) Hyderabad
2. Andhra Pradesh June 2, 2008 June 2, 2008 Commercial Taxes Andhra 28963718856
Profession Tax Payer (Date of Department, Pradesh
Enrolment Certificate Enrolment) Hyderabad
3. Karnataka Professional May 3, 2012 April 13, Professional Tax Karnataka 340449865
Tax 2012 (Date of Officer, 10th Circle,
Registration/Enrolment Registration) Bangalore - 20
Certificate
4. Certificate of September November 1, The Profession Tax Maharashtra 27335283405P
Registration under 3, 2014 2009 Officer (C-001),
Maharashtra State Tax Raigad District, Navi
on Professions, Trades, Mumbai
290
S. Description Date of Valid with Issuing authority State PTIN/PTNAN
No. issue effect from
Callings and
Employments Act,
1975
5. Certificate of July 24, November 1, Profession Tax Officer Maharashtra 99022189397P
Enrolment under 2014 2009 (C-001), Raigad
Maharashtra State Tax District, Navi Mumbai
on Professions, Trades,
Callings and
Employments Act,
1975
6. Form of order May 5, 2014 Half Year II/ Commissioner, Tamil Nadu 08-123-PE-
assigning professional (Date of 2014-15 Corporation of 0115
tax new assessment Assignment) (Effective Chennai
number Period)
Labour related approvals
1. Registration under the Factories Act, 1948 – The Inspector of Factories, Sangareddy-I at
Ramachandrapuram, Hyderabad had issued a license to work a factory, dated December 4, 2010
bearing license number 47947 and registration number 95285 to our Company for our factory
situated at Survey no. 144 and 145, Chandapur Village, Sadashivpet Mandal, Medak District. The
license was amended on May 18, 2011.
2. Approval under the Factories Act, 1948 – The Director of Factories, Andhra Pradesh has
approved the plans of the Company’s manufacturing unit located at Survey No. 89, Ankanpalli
Village, Sadashivpet Mandal, Medak District through its letter Lr. No. D Dis.C2/SR-I/4535/2014
dated April 16, 2014.
3. Registration under the Indian Trade Union Act, 1926 – The Deputy Registrar of Trade Unions and
Deputy Commissioner of Labour, Sangareddy has issued a certificate of registration dated January
18, 2014 bearing no. A/T.U/167/2014 to the “PEBS Pennar Employees Union”.
4. Registration under the Contract Labour (Regulation and Abolition) Act, 1970 and Rules – Our
company is registered under the Contract Labour (Regulation and Abolition) Act, 1970 and Rules
at the following premises:
Location Issuing Authority Date of issue/ License No. Valid up

amendment to
Andhra Pradesh Registering Officer and September 17, JCL-RRZ/428/2011 Valid until
Joint Commissioner of 2014 (PE) cancelled
Labour, Rangareddy Zone,
Hyderabad
Odisha District Labour Officer cum June 25, 2014 CR-469/2014 June 24,
Licensing Officer, 2015
Chatrapur, Ganjam
Kurnool, Andhra Office of the Deputy Chief January 6, 8/2015 January 1,
Pradesh Labour Commissioner 2015 2016
(Central)-I, Hyderabad
Visakhapatnam, Assistant Development September 26, VSEZ, VSP CL August 31,
Karnataka Commissioner (Labour), 2014 661/2014 2015
VSEZ, Duvvada,
Visakhapatnam
Medak District, Office of the Licensing February 20, B/2819/DCL-SRD January 4,
Telangana Officer and Deputy 2015 2016
Commissioner of Labour,
Sangareddy
5. Registration under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952 – The
Assistant Provident Fund Commissioner (Compliance), SRO Patancheru (“Authority”) through
its letter dated August 31, 2010 has allotted a sub code number AP/60750 to our Company,
situated at Survey No. 144 and 145, Chandrapur and Ankanpally (Village), Sadashivpet (Mandal),
291
Medak District with effect from August 1, 2009 in continuation to code number AP/60521
allotted earlier by the Authority through a letter dated December 1, 2008.
6. Registration under the Employee State Insurance Act, 1948 – Our Company has been granted a
code number 52-00-032054-000-0699 by the Deputy Inspector, Employees’ State Insurance
Corporation, Hyderabad-63 through its letter dated October 8, 2009 for the Company’s
establishment at Chandrapur village, Sadashivpet, District Medak.
7. Registration under Shops and Establishment Act, 1988 – Our Company is registered under the
Shops and Establishment statutes of the following States:
S. No. Descri Date of Date of expiry Issuing authority State Reference/

ption issue/ License No.
renewal
1. Andhra January 9, December 31, Labour Andhra NO
Pradesh 2015 2015 Department, Pradesh DCL/RR/20
Shops Government of 4/2009
and Telangana
Establish
ment
Act,
1988
2. Karnatak February December 31, Labour Karnataka 31/20/CE/06
a Shops 26, 2015 2019 Department, 09/2010
and Government of
Commer Karnataka
cial
Establish
ments
Act,
1961
3. Tamil April 10, - Assistant Inspector Tamil RDIS No.
Nadu 2014 of Labour, 22nd Nadu 201/2014
Shops Circle, Chennai -
and 15
Establish
ments
Act
4. Mumbai December Period: 2015 to Government of Maharashtr 1261220122
Shops 23, 2014 2017 Maharashtra a 0000464262
and
Establish
ments
Act,
1948
8. The Andhra Pradesh Disaster Response and Fire Services Department, Government of Andhra
Pradesh had issued a provisional no objection certificate number 82/A1/2009 dated February 10,
2009 to our Company.
9. Approval under the Electricity Act, 2003 – The Deputy Chief Electrical Inspector, Hyderabad
(Rural) through its letter Lr. No. PDEIO Hyd. Rural/Electricity Dept./Medak-1/D.No./1646, 09,
dated November 21, 2009, has granted permission to our Company for the establishment of extra
power supply plant for our Company’s establishment located at Survey No. 144 and 145,
Chandapur Village, Sadashivpet Mandal, Medak District.
10. The Office of the Gram Panchayat, Ankenpalli, Sadashivpet (Mandal), Medak District issued a
permission order through letter number 2/2008 dated August 20, 2008, in our Company’s favour
granting permission for digging a bore well at Survey No. 90, Ankenpalli, Sadashivpet (Mandal),
Medak District.
In addition to the aforesaid license and approvals, our Company from time to time obtains labour licenses
for erection of buildings at the customer’s site. These licenses and approvals are of a temporary nature,
292
the requirement of which is only during the construction phase of the project.
Environment related Approvals
1. The Telangana Pollution Control Board issued a consent order number

TSPCB/ZO/RCP/SANG/194/W&A/2015-384, dated February 23, 2015 for discharge of sewage
and trade effluents under the Water (Prevention and Control of Pollution) Act, 1974 and operation
of the plant under Air (Prevention and Control of Pollution) Act, 1981; and authorization/ renewal
of authorization under the Hazardous Wastes (Management, Handling and Transboundary
Movement) Rules, 2008 bearing no. APPCB/ZO/RCP/SANG/194/HWM/2012, for the Company’s
plant at District Medak. The combined consent is valid till January 31, 2018.
2. The Andhra Pradesh Pollution Control Board issued a consent for establishment to our Company
through its order number 701/PCB/RO-I:SRD/MDK/2014-1493 dated May 31, 2014 for setup of a
solar power generation unit with a capacity of 500 KW located at Survey No. 89, Ankanpally
Village, Sadashivapet Mandal, Medak District under the Water (Prevention and Control of
Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981.
Registered Office and Corporate Office Approvals
The Director, Software Technology Parks of India (“STPI”), Hyderabad has issued a letter of approval to
our Company, dated January 30, 2009 with respect to the setting up of a 100% Export Oriented Unit
under the Software Technology Parks scheme for the development of computer software in the premises
of the Company on 9th Floor (West Wing), DHFLVC Silicon Towers, Kondapur, Hyderabad 500 034.
The same has been renewed by STPI through its letter dated March 13, 2014 up to January 2, 2017.
Pending approvals
1. Our Company has filed an application, bearing form number 2886838 dated January 20, 2015 with
the Register of Trade Marks, Chennai for the registration of the trademark “PEBS Pennar” in Class
6, 37 and 42, under Section 18 (2) of the Trade Marks Act, 1999.
2. Our Company has filed an application, bearing form number 2886839 dated January 20, 2015 with
the Register of Trade Marks, Chennai for the registration of its trademark image in Class 6, 37 and
42, under Section 18 (2) of the Trade Marks Act, 1999.
293
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Our Board of Directors has approved the Issue pursuant to the resolution passed at their meeting held on
November 11, 2014 and our Shareholders have approved the Issue pursuant to a resolution passed at the EGM
held on March 16, 2015.
The Equity Shares being offered by the Selling Shareholders in the Issue, or the compulsorily convertible
preference shares which were converted into such Equity Shares, as the case may be, being included in the Issue,
have been held by them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus
with SEBI and are eligible for being offered for sale in the Issue. The Selling Shareholders have also confirmed
that they are the legal and beneficial owners of the Equity Shares being offered under the Offer for Sale. The
Offer for Sale has been authorised by the Selling Shareholders as follows: (i) Zephyr Peacock India Fund III
Limited has authorised offer of 3,461,222 Equity Shares in the Offer for Sale by way of the board resolution
dated March 25, 2015; (ii) Zephyr Peacock India III Fund has authorised offer of 1,554,919 Equity Shares in the
Offer for Sale by way of resolution of board of directors of ZP India Advisory Private Limited, its investment
manager, dated March 25, 2015; (iii) Usha Ramani Potluri has authorised offer of 200,000 Equity Shares in the
Offer for Sale by way of letter dated March 12, 2015; (iv) Vikram Chachra has authorised offer of 200,000
Equity Shares in the Offer for Sale by way of letter dated March 11, 2015; and (v) Eight Finance Private
Limited has authorised offer of 100,000 Equity Shares in the Offer for Sale by way of letter dated March 11,
2015.
Our Company received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares
pursuant to letters dated [●] and [●], respectively.
Further, the Board has taken on record the approval of the Offer for Sale by the Selling Shareholders and has
approved this Draft Red Herring Prospectus pursuant to the resolution of the Board dated March 25, 2015.
Prohibition by SEBI or other Governmental Authorities
Our Company, our Promoters, our Directors, the members of the Promoter Group, the Group Company, the
persons in control of our Promoter company, PIL and the Selling Shareholders have not been prohibited from
accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.
The companies, with which our Promoter, Directors or persons in control of our Company are or were
associated as promoter, directors or persons in control have not been prohibited from accessing the capital
markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
None of the entities that our Directors are associated with are engaged in securities market related business or
are registered with SEBI.
Prohibition by RBI
Neither our Company, nor our Promoters, relatives of our Promoters (as defined under the Companies Act,
2013), Directors, Group Company, nor the Selling Shareholders have been identified as wilful defaulters by the
RBI or any other governmental authority. There are no violations of securities laws committed by them in the
past or are pending against them.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with the Regulation 26(1) of the SEBI ICDR Regulations as
explained under the eligibility criteria calculated in accordance with the Restated Financial Statements prepared
in accordance with the Companies Act and restated in accordance with the SEBI ICDR Regulations:
 Our Company has net tangible assets of at least ` 30.00 million in each of the preceding three full years
(of 12 months each), of which not more than 50.00% are held in monetary assets;
294
 Our Company has a minimum average pre-tax operating profit of ` 150.00 million, calculated on a
restated basis, during the three most profitable years out of the immediately preceding five years;
 Our Company has a net worth of at least ` 10 million in each of the three preceding full years (of 12
months each);
 The aggregate size of the proposed Issue and all previous issues made in the same financial years in
terms of the Issue size is not expected to exceed five times the pre-Issue net worth of our Company; and
 Our Company has not changed its name in the last one year.
The net tangible assets, monetary assets, monetary assets as a percentage of net tangible assets, pre-tax operating
profit on a restated basis (along with the average pre-tax operating profit on a restated basis during the three
most profitable years) and net worth derived from the restated financial statements, as at and for the last five
financial years i.e., financial years 2014, 2013, 2012, 2011 and 2010 are set forth below:
Particulars Fiscal Fiscal Fiscal Fiscal Fiscal
2014 2013 2012 2011 2010
Net tangible assets(1) 1,059.39 686.94 399.61 297.93 239.14
Monetary Assets(2) 20.09 258.99 60.85 54.20 69.24
Monetary Assets as a % of Net 1.90% 37.70% 15.23% 18.19% 28.95%
tangible assets
Pre-tax operating profit on a restated 336.82 329.76 262.81 153.64 18.42
basis(3)
Net Worth(4) 1,075.98 703.92 416.85 311.03 252.36
(1) ‘Net tangible assets’ mean the sum of all net assets of the Issuer, excluding intangible assets as defined in Accounting
Standard 26 issued by the Institute of Chartered Accountants of India..
(2) ‘Monetary Assets’ comprise cash and bank balances.
(3) Pre-tax operating profits comprise of profit before other income, interest and tax. Accordingly, the average pre-tax
operating profit of the Issuer during the three most profitable years, being financial years 2012, 2013 and 2014 is `
309.80 million as on date.
(4) ‘Net Worth’ means the aggregate of the paid up share capital, share premium account, and reserves and surplus
(excluding revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted
or written off) and the debit balance of the profit and loss account.
Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000,
otherwise the entire application money will be refunded. In case of delay, if such money is not repaid within 12
Working Days of the Bid/Issue Closing Date or within such timeline as prescribed by SEBI, whichever is
earlier, then our Company and every officer of our Company and the Selling Shareholders, shall pay interest at
the rate of 15.00% per annum for the delayed period.
This Issue is being made for at least 25.00% of the post-Issue capital, pursuant to Rule 19(2)(b)(i) of the SCRR
read with Regulation 41 of the SEBI ICDR Regulations. Our Company is eligible for the Issue in accordance
with Regulation 26(1) of the SEBI ICDR Regulations. Further, this Issue is being made through the Book
Building Process wherein not more than 50.00% of the Issue shall be available for allocation to QIBs on a
proportionate basis. Our Company and the Selling Shareholders may, in consultation with the Book Running
Lead Managers, allocate up to 60.00% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation
Price, on a discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual
Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance of
Equity Shares shall be added to the Net QIB Portion. Such number of Equity Shares representing 5.00% of the
Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder 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 15.00% of the Issue will
be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35.00% of the
Issue will be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price. For further details, see the section
titled “Issue Procedure” on Page 316.
295
Our Company is in compliance with the following conditions specified under Regulation 4(2) of the SEBI ICDR
Regulations:
(a) Our Company, the Selling Shareholders, our Directors, our Promoters, the members of our Promoter
Group, the persons in control of our Company and the companies with which our Directors, Promoters
or persons in control are associated as directors or promoters or persons in control have not been
prohibited from accessing or operating in the capital markets under any order or direction passed by
SEBI;
(b) Our Company has applied to the BSE and the NSE for obtaining their in-principle listing approval for
listing of the Equity Shares under this Issue and has received the in-principle approvals from the BSE
and the NSE pursuant to their letters dated [●] and [●], respectively. For the purposes of this Issue, the
[●] shall be the Designated Stock Exchange;
(c) Our Company (along with the Registrar to the Issue) has entered into agreements dated February 25,
2015 and March 12, 2015 with NSDL and CDSL, respectively, for dematerialisation of the Equity
Shares; and
(d) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
filing this Draft Red Herring Prospectus.
We propose to meet our expenditure towards the Objects of the Issue entirely out of the proceeds of the Issue,
and hence, no amount is proposed to be raised through any other means of finance. Accordingly, Clause VII C
(1) of Part A of Schedule VIII of the SEBI ICDR Regulations (which requires firm arrangements of finance
through verifiable means for 75.00% of the stated means of finance, excluding the amount to be raised through
the proposed issue) does not apply. For further details in this regard, see the section titled “Objects of the Issue”
DISCLAIMER CLAUSE OF SEBI
AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED
TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED
HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, MOTILAL OSWAL INVESTMENT
ADVISORS PRIVATE LIMITED, AXIS CAPITAL LIMITED AND KARVY INVESTOR SERVICES
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN
INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY AND THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY
ADEQUATELY IN THIS REGARD AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH
27, 2015 WHICH READS AS FOLLOWS:
WE, BOOK RUNNING LEAD MANAGERS TO THE ABOVE MENTIONED FORTHCOMING ISSUE,
STATE AND CONFIRM AS FOLLOWS:
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
296
COLLABORATORS, ETC. AND OTHER MATERIAL DOCUMENTS IN CONNECTION
WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING
TO THE SAID ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,
ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,
PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER
PAPERS FURNISHED BY THE COMPANY AND THE SELLING SHAREHOLDERS, WE
CONFIRM THAT:
A. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (“SEBI”) IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
B. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE
SECURITIES AND EXCHANGE BOARD OF INDIA, THE CENTRAL GOVERNMENT
AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY
COMPLIED WITH; AND
C. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE

TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL
INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND
SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE
COMPANIES ACT, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS
AMENDED (THE “SEBI (ICDR) REGULATIONS”) AND OTHER APPLICABLE
LEGAL REQUIREMENTS.
3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT
TILL DATE SUCH REGISTRATION IS VALID. – NOTED FOR COMPLIANCE
4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS

TO FULFIL THEIR UNDERWRITING COMMITMENTS. - NOTED FOR COMPLIANCE
5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS’
CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO
FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE
DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD
STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS
WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA TILL THE DATE OF
COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING
PROSPECTUS.
6. WE CERTIFY THAT REGULATION 33 OF THE SEBI (ICDR) REGULATIONS, WHICH

RELATES TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS’
CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE
IN THE DRAFT RED HERRING PROSPECTUS.
7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C)

AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI (ICDR)
REGULATIONS SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE
RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE
UNDERTAKE THAT AUDITOR’S CERTIFICATE TO THIS EFFECT SHALL BE DULY
SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN
297
MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION SHALL BE KEPT IN AN
ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE
RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE.
NOT APPLICABLE
8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE
FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN
OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION
OR OTHER CHARTER OF THE COMPANY AND THAT THE ACTIVITIES WHICH HAVE
BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF
ITS MEMORANDUM OF ASSOCIATION.
9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE
BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES
ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY
AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED
IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED
INTO BETWEEN THE BANKERS TO THE ISSUE AND THE COMPANY SPECIFICALLY
CONTAINS THIS CONDITION. - NOTED FOR COMPLIANCE. ALL MONIES RECEIVED
OUT OF THE ISSUE SHALL BE CREDITED/TRANSFERRED TO A SEPARATE BANK
ACCOUNT AS REFERRED TO IN SUB-SECTION (3) OF SECTION 40 OF THE COMPANIES
ACT, 2013.
10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE
SHARES IN DEMAT OR PHYSICAL MODE. - NOT APPLICABLE. UNDER SECTION 29 OF
THE COMPANIES ACT, 2013, EQUITY SHARES IN THE ISSUE HAVE TO BE ISSUED IN
DEMATERIALISED FORM ONLY.
11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI
(ICDR) REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN
OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL
INFORMED DECISION.
12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE
DRAFT RED HERRING PROSPECTUS:
A. AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE

SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE
COMPANY; AND
B. AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO
TIME.
13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SEBI (ICDR) REGULATIONS WHILE MAKING
THE ISSUE. –NOTED FOR COMPLIANCE
14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS
BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS
BACKGROUND OF THE COMPANY, SITUATION AT WHICH THE PROPOSED BUSINESS
STANDS, THE RISK FACTORS, PROMOTERS’ EXPERIENCE, ETC.
15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SEBI (ICDR) REGULATIONS, CONTAINING
DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF
COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE
THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.
298
16. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY
MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE ISSUE)’, AS PER
FORMAT SPECIFIED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA
THROUGH CIRCULAR.
17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN
FROM LEGITIMATE BUSINESS TRANSACTIONS. – COMPLIED WITH TO THE EXTENT
OF THE RELATED PARTY TRANSACTIONS REPORTED, IN ACCORDANCE WITH
ACCOUNTING STANDARD 18, IN THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE DRAFT RED HERRING PROSPECTUS
The filing of this Draft Red Herring Prospectus does not, however, absolve any person who has authorised the
issue of this Draft Red Herring Prospectus from any liabilities under Section 34 or Section 36 of Companies Act,
2013 or from the requirement of obtaining such statutory and/or other clearances as may be required for the
purpose of the Issue. SEBI further reserves the right to take up at any point of time, with BRLMs, any
irregularities or lapses in this Draft Red Herring Prospectus.
All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining
to the Issue will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections
26, 32, 33(1) and 33(2) of the Companies Act, 2013.
Caution - Disclaimer from our Company, the Selling Shareholders, our Directors and the BRLMs
Our Company, the Directors, the Selling Shareholders and BRLMs accept no responsibility for statements made
otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or
at our Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website, www.pebspennar.in, would be doing so at his or her own risk. The Selling Shareholders,
their directors, affiliates, associates and their respective directors and officers accept no responsibility for any
statements made other than those made in relation to them and/or to the Equity Shares offered by them
respectively, through the Offer for Sale.
BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholders and our
Company.
All information shall be made available by our Company, the Selling Shareholders and the BRLMs to the public
and investors at large and no selective or additional information would be available for a section of the investors
in any manner whatsoever, including at road show presentations, in research or sales reports, at bidding centres
or elsewhere.
None among our Company, the Selling Shareholders or any member of the Syndicate is liable for any failure in
downloading the Bids due to faults in any software/hardware system or otherwise.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling
Shareholders, Underwriters and their respective directors, officers, agents, affiliates, and representatives that
they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the
Selling Shareholders, Underwriters and their respective directors, officers, agents, affiliates, and representatives
accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the
Equity Shares.
The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, the Selling Shareholders and their respective group companies, affiliates or associates or
third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial
banking and investment banking transactions with our Company, the Selling Shareholders and their respective
group companies, affiliates or associates or third parties, for which they have received, and may in the future
receive, compensation.
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Disclaimer in respect of Jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who
are competent to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies
and societies registered under the applicable laws in India and authorised to invest in shares, Indian Mutual
Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their
constitution to hold and invest in shares, permitted insurance companies and pension funds, insurance funds set
up and managed by the army and navy and insurance funds set up and managed by the Department of Posts,
India) and to FIIs, Eligible NRIs, QFIs and FPIs. This Draft Red Herring Prospectus does not, however,
constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to
whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this
Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in
Mumbai only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that this Draft Red Herring Prospectus had been filed with SEBI for its
observations. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or
indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red
Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our Company since the date hereof or that the information contained herein is
correct as of any time subsequent to this date.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities
Act, 1933 (“U.S. Securities Act”) or any state securities laws in the United States, and unless so registered
may not be offered or sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state
securities laws. Accordingly, such Equity Shares are being offered and sold outside of the United States in
offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of
the jurisdiction where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any single bid from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law.
Disclaimer Clause of BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
Disclaimer Clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
Filing
A copy of this Draft Red Herring Prospectus has been filed with SEBI at SEBI Southern Regional Office,
Overseas Towers, 7th Floor, 756-L, Anna Salai, Chennai - 600 002, Tamil Nadu, India.
A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 32 of the
Companies Act, 2013 would be delivered for registration to the RoC at Hyderabad and a copy of the Prospectus
300
to be filed under Section 26 of the Companies Act, 2013 would be delivered for registration with RoC at the
Office of the Registrar of Companies, 2nd Floor, CPWD Building, Kendriya Sadan, Sultan Bazar, Koti,
Hyderabad – 500195, Telangana, India.
Listing
Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of
the Equity Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be
finalised.
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the
Stock Exchanges mentioned above, our Company and the Selling Shareholders will forthwith repay, all moneys
received from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within the
prescribed time, then our Company, the Selling Shareholders and every officer in default shall be liable to repay
the money, with interest, as prescribed under applicable law.
Our Company and the Selling Shareholders shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading at all Stock Exchanges mentioned above are taken within
12 Working Days of the Bid/Issue Closing Date.
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Price information of past issues handled by the BRLMs
1. Motilal Oswal Investment Advisors Private Limited (“MOIAPL”)
(i) Price information of past issues handled by MOIAPL:
S. Issue name Issue Issue Listing date Opening Closing % Benchmark Closing Benchmark Closing Benchmark Closing Benchmark
No. size price (`) price on price on Change index on price as index as on price as index as on price as index as on
(` mm) listing date listing in price listing date on 10th 10th calendar on 20th 20th calendar on 30th 30th calendar
(`) (BSE date on listing (closing) calendar day from calendar day from calendar day from
Data) (`)(BSE date (Sensex) day from listing day day from listing day day from listing day
Data) (closing) listing day (closing) listing day (closing) listing day (closing) (1)
vs. issue (`) (`) (`)
price
(BSE
Data)
1. Nil N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
(ii) Summary statement of price information of past issues handled by MOIAPL:
Financial year Total Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
no. of raised (` discount on listing date premium on listing datediscount as on 30th calendar premium as on 30th calendar
IPOs mm) day from listing day day from listing day
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25%- 25% 25%- 25% 25%- 25% 25%- 25%
50% 50% 50% 50%
April 1, 2014 – January 31, 2015 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
FY 13-14 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
302
2. Axis Capital Limited (“Axis”)
(i) Price information of past issues handled by Axis:
S. Issue name Issue size Issue Listing date Opening Closing % Benchmark Closing Benchmark Closing Benchmark Closing Benchmark
No. (` mm) price (`) price on price on Change index on price as index as on price as index as on price as index as on
listing listing in price listing date on 10th 10th calendar on 20th 20th calendar on 30th 30th
date (`) date (`) on listing (closing) calendar day from calendar day from calendar calendar day
date day from listing day day from listing day day from from listing
(closing) listing day (closing) listing day (closing) listing day day (closing)
vs. issue (`) (`) (`)
price
Monte Carlo
1. Fashions 3504.30 645.00 December 19, 2014 584.00 567.30 12.05% 8225.20 526.55 8246.30 511.35 8234.60 476.00 8550.70
Limited
2. Bharti Infratel
41,727.60 220.00 200.00 191.65 -12.89% 5,908.35 207.4 5,988.4 204.95 6039.20 210.30 6074.80
Limited1 December 28, 2012
3. Tara Jewels
2,200.00 230.00 242.00 229.9 -0.04% 5,930.90 230.25 5,857.9 223.75 5,905.6 235.30 6016.15
Limited December 6, 2012
4. MT Educare
9,90.00 80.00 86.05 90.35 12.94% 5,276.85 107.9 5,200.6 107.1 5,239.15 91.15 4,928.90
Limited April 12, 2012
5. NBCC
1,249.70 106.00 101.00 96.95 -8.54% 5,276.85 96.35 5,200.6 94.75 5,239.15 86.55 4,928.90
Limited2 April 12, 2012
Source: www.nseindia.com
1
Price for retail individual bidders was ` 210.00 per equity share and for anchor investors was ` 230.00.
2
Price for retail individual bidders and eligible employees was ` 100.70 per equity share.
Notes:
a. The S&P CNX NIFTY is considered as the Benchmark Index.
b. Price on NSE is considered for all of the above calculations.
In case 10th/20th/30th day is not a trading day, closing price on NSE of the next trading day has been considered.
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(ii) Summary statement of price information of past issues handled by Axis:
Financial Total Total Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
year no. of funds discount on listing date premium on listing date discount as on 30th premium as on 30th
IPOs raised (` calendar day from listing calendar day from listing
mm) day day
Over 50% Between Less Over 50% Between Less Over 50% Between Less Over 50% Between Less
25%- than 25%- than 25%- than 25%- than
50% 25% 50% 25% 50% 25% 50% 25%
April 1, 2014 – January 31, 2015 1 3504.30 - - 1 - - - - 1 - - - -
FY 13-14 - - - - - - - - - - - - - -
FY 12-13 4 46,167.30 - - 3 - - 1 - - 2 - - 2
Note: In the event that any day falls on a holiday, the price/ index of the next trading day has been considered.
The information for each of the financial years is based on issues listed during such financial year.
3. Karvy Investor Services Limited (“Karvy”)
(i) Price information of past issues handled by Karvy:
S. Issue name Issue Issue Listing date Opening Closing % Benchmark Closing Benchmark Closing Benchmark Closing Benchmark
No. size price (`) price on price on Change index on price as index as on price as index as on price as index as on
(` mm) listing date listing in price listing date on 10th 10th calendar on 20th 20th calendar on 30th 30th calendar
(`) (BSE date on listing (closing) calendar day from calendar day from calendar day from
Data) (`)(BSE date (Sensex) day from listing day day from listing day day from listing day
Data) (closing) listing day (closing) listing day (closing) listing day (closing) (1)
vs. issue (`) (`) (`)
price
(BSE
Data)
1. Nil N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
(ii) Summary statement of price information of past issues handled by Karvy:
Financial year Total Total funds Nos. of IPOs trading at Nos. of IPOs trading atNos. of IPOs trading at Nos. of IPOs trading at
no. of raised (` discount on listing date premium on listing date
discount as on 30th calendar premium as on 30th calendar
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25%- 25% 25%- 25% 25%- 25% 25%- 25%
50% 50% 50% 50%
April 1, 2014 – January 31, 2015 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
304
Financial year Total Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
no. of raised (` discount on listing date premium on listing date discount as on 30th calendar premium as on 30th calendar
Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs to the Issue as specified in Circular reference CIR/MIRSD/1/ 2012 dated January 10, 2012 issued by the SEBI, please
refer to the websites of the BRLMs as set forth in the table below:
S. No Name of the BRLM Website

1. MOIAPL www.motilaloswal.com
2. Axis www.axiscapital.co.in
3. Karvy www.karvy.com
305
Consents
Consents in writing of: (a) the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, Statutory Auditors, legal advisors, banker/lenders to our Company have been obtained and consents in
writing of (b) the BRLMs, the Syndicate Members, the Escrow Collection Banks and the Registrar to the Issue to
act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with
the RoC as required under the Companies Act. Further, such consents have not been withdrawn up to the time of
filing of this Draft Red Herring Prospectus with SEBI.
In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, our Statutory Auditors, Deloitte
Haskins & Sells, have given their written consent for inclusion of their report dated February 11, 2015 on the
Restated Financial Statements of our Company and the statement of tax benefits dated March 26, 2015 in the
form and context, included in this Draft Red Herring Prospectus and such consent has not been withdrawn up to
the time of delivery of this Draft Red Herring Prospectus for filing with SEBI.
Expert to the Issue
Except as stated below, our Company has not obtained any expert opinions:
1. Our Company has received consent dated March 26, 2015 from the statutory auditors of our Company
namely, Deloitte Haskins & Sells, to include their name as an expert under Section 26 of the Companies
Act, 2013 in this Draft Red Herring Prospectus in relation to the their report dated February 11, 2015 and
statement of tax benefits dated March 26, 2015 included in this Draft Red Herring Prospectus and such
consent has not been withdrawn as of the date of this Draft Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the Securities Act; and
2. Our Company has received consent from M/s. Servel Associates, a chartered engineer vide their certificate
dated March 18, 2015, to include their name as an “expert” under Section 26 of the Companies Act, 2013
in this Draft Red Herring Prospectus in relation to their certificate on detailed status of completed projects
and total built-up area from January 2010 to March 2015 and the details or extracts thereof included in this
Draft Red Herring Prospectus; and
3. CARE has given its written consent dated March 19, 2015 to be named as an expert under Section 26 of
the Companies Act, 2013 in this Draft Red Herring Prospectus and to the inclusion of its report in the
form and in the context it appears in this Draft Red Herring Prospectus and such consent and report has
not been withdrawn as on the date of this Draft Red Herring Prospectus.
Issue Expenses
The expenses of this Issue include, among others, underwriting and management fees, selling commissions,
brokerage, printing and distribution expenses, commission payable to Registered Broker, SCSBs’ fees, legal fees,
statutory advertisement expenses, registrar and depository fees and listing fees. For further details of Issue
expenses, see the sub-section titled “Objects of the Issue- Issue Expenses” on Page 99.
The Issue expenses as mentioned above will be shared between our Company and the Selling Shareholders in
proportion of the Equity Shares offered in the Issue.
Fees Payable to the Syndicate
The total fees payable to the Syndicate (including underwriting commission and selling commission and
reimbursement of their out-of-pocket expense) will be as per the engagement letter dated [●], a copy of which is
available for inspection at the Registered Office from 10 A.M. to 5 P.M. on Working Days from the date of this
Draft Red Herring Prospectus until the Bid/ Issue Closing Date.
Commission payable to the Registered Brokers
For details of the commission payable to the Registered Brokers, see the section titled “Objects of the Issue” on
Page 99.
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Fees Payable to the Registrar to the Issue
The fees payable by our Company to the Registrar to the Issue for processing of application, data entry, printing
of Allotment Advice/CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing
register will be as per the agreement dated March 26, 2015 entered into, between our Company, the Selling
Shareholders and the Registrar to the Issue.
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,
stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable
it to send refund orders or Allotment advice by registered post/speed post/under certificate of posting. The
Selling Shareholders will reimburse our Company a part of the expenses incurred proportionately.
Particulars regarding public or rights issues by our Company during the last five years
Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red
Herring Prospectus.
Previous issues of securities otherwise than for cash
Our Company has not issued any securities for consideration other than cash.
Commission and Brokerage paid on previous issues of the Equity Shares
Since this is the initial public issue of Equity Shares, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since
our Company’s inception.
Previous capital issue during the previous three years by our Company, listed Group Companies and
associates of our Company
Except as disclosed in “Capital Structure” on Page 80, our Company has not made any capital issue of any kind
or class of securities since its incorporation. Our Group Company is not listed and has not undertaken a capital
issue in the last three years preceding the date of this Draft Red Herring Prospectus. Our Company does not have
any associate companies.
Performance vis-à-vis objects – Public/rights issue of our Company and/or listed Group Companies and
associates of our Company
Our Company has not undertaken any previous public or rights issue. Our Group Company is not listed nor has
undertaken a public or rights issue in the last ten years preceding the date of this Draft Red Herring Prospectus.
Our Company does not have any associate companies.
Outstanding Debentures or Bonds
There are no outstanding debentures or bonds as of the date of filing this Draft Red Herring Prospectus.
Outstanding Preference Shares
Our Company has outstanding CCPS as on date of this Draft Red Herring Prospectus which shall be converted
into Equity Shares prior to filing of the RHP. See “Capital Structure” on Page 80.
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange.
Mechanism for Redressal of Investor Grievances
The agreement between the Registrar to the Issue, Selling Shareholders and our Company will provide for
retention of records with the Registrar to the Issue for a period of at least three years from the last date of
307
dispatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the
Registrar to the Issue for redressal of their grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as
name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank
branch or collection centre where the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the
relevant SCSB and the Syndicate Members at the Specified Locations with whom the Bid cum Application Form
was submitted. In addition to the information indicated above, the ASBA Bidder should also specify the
Designated Branch or the collection centre of the SCSB or the address of the centre of the Syndicate Member at
the Specified Locations where the Bid cum Application Form was submitted by the ASBA Bidder.
Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor shall
also enclose the acknowledgment from the Registered Broker in addition to the documents/information
mentioned hereinabove.
Disposal of Investor Grievances by our Company
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB
in case of ASBA Bidders, for the redressal of routine investor grievances shall be ten (10) Working Days from
the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies
are involved, our Company will seek to redress these complaints as expeditiously as possible.
Our Company has appointed a Stakeholders’ Relationship Committee comprising Kamalaker Rao Bandari,
Varun Chawla, Aditya Narsing Rao and Mukul Gulati as members. For details, see the sub-section titled “Our
Management- Committees of the Board” on Page 171.
Our Company has also appointed Namrata Maheshwari, Company Secretary of our Company as the Compliance
Officer for the Issue and she may be contacted in case of any pre-Issue or post-Issue related problems at the
following address:

Telangana, India
Tel: +91 40 4021 0525
Fax: +91 40 40 4018 6992
Change in Auditors
There have been no changes in the auditors of our Company during the last three years.
Capitalisation of Reserves or Profits
Our Company has not capitalised its reserves or profits at any time during the last five years.
Revaluation of Assets
Our Company has not re-valued its assets since its incorporation.
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SECTION VII: ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued and transferred pursuant to the Issue shall be subject to the provisions of the
Companies Act, the Memorandum and Articles of Association, the terms of the Red Herring Prospectus and the
Prospectus, Bid cum Application Form, the Revision Form, the CAN, the Allotment Advice and other terms and
conditions as may be incorporated in the Allotment Advices and other documents/ certificates that may be
executed in respect of the Issue. The Equity Shares shall also be subject to laws, guidelines, notifications and
regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI,
the Government, Stock Exchanges, RoC, RBI and/or other authorities, as in force on the date of the Issue and to
the extent applicable, or such other conditions as may be prescribed by SEBI, RBI, the Government of India, the
Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Issue.
Ranking of Equity Shares
The Equity Shares being issued and transferred in the Issue shall be subject to the provisions of the Companies
Act and Memorandum and Articles of Association and shall rank pari-passu with the existing Equity Shares
including rights in respect of dividend. The Allottees will be entitled to dividends and other corporate benefits, if
any, declared by our Company after the date of Allotment in accordance with the provisions of the Companies
Act and the Articles. For further details, see the section titled “Main Provisions of the Articles of Association” on
Page 366. In relation to the Offer for Sale, the dividend for the entire year shall be payable to the transferees.
Mode of Payment of Dividend
Our Company shall pay dividends to its shareholders in accordance with the provisions of the Companies Act,
Memorandum and Articles of Association and provisions of the Listing Agreement. For further details in relation
to dividends, see the sections titled “Dividend Policy” and “Main Provisions of the Articles of Association”
beginning on Pages 189 and 366, respectively.
Face Value and Issue Price
The face value of the Equity Shares is ` 10 each and the Issue Price at the lower end of the Price Band is ` [●]
per Equity Share and at the higher end of the Price Band is ` [●] per Equity Share. The Anchor Investor
Allocation Price is ` [●] per Equity Share.
At any given point of time there shall be only one denomination for the Equity Shares.
The Price Band and the minimum Bid Lot size will be decided by our Company and the Selling Shareholders in
consultation with the BRLMs, and published by our Company at least five Working Days prior to the Bid/Issue
Opening Date, in [●] editions of [●], [●] editions of [●] and [●] editions of [●] (which are widely circulated
English, Hindi and Telugu newspapers, Telugu being the regional language of Telangana where our Registered
Office is located), and shall be made available to the Stock Exchanges for the purpose of uploading on their
websites.
Compliance with regulations issued by SEBI
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholder
Subject to applicable laws, the equity shareholders shall have the following rights:
 Right to receive dividend, if declared;

 Right to attend general meetings and exercise voting powers, unless prohibited by law;
 Right to vote on a poll either in person or by proxy;
 Right to receive offers for rights shares and be allotted bonus shares, if announced;
 Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
 Right of free transferability subject to applicable law, including RBI rules and regulations; and
 Such other rights, as may be available to a shareholder of a listed public company under the Companies
309
Act, the terms of the Listing Agreements, and our Company’s Memorandum and Articles.
For a detailed description of the main provisions of the Articles relating to voting rights, dividend, forfeiture and
lien and/or consolidation/splitting, see the section titled “Main Provisions of the Articles of Association”
Market Lot and Trading Lot
In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised
form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form.
In this context, our Company has entered into an agreement dated February 25, 2015 with NSDL and an
agreement dated March 12, 2015 with CDSL for dematerialisation of our Equity Shares.
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in
this Issue will be only in electronic form in multiples of [●] Equity Share subject to a minimum Allotment of [●]
Equity Shares.
Joint Holders
Subject to our Articles, where two or more persons are registered as the holders of the Equity Shares, they shall
be entitled to hold the same as joint tenants with benefits of survivorship.
Jurisdiction
Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai.
Nomination Facility to Investor
In accordance with Section 72 of the Companies Act, 2013 the sole Bidder, or the first Bidder along with other
joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint
Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person,
being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to
the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be
entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at our Registered Office or to the Registrar to the Issue.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by the Board, elect either:
(i) to register himself or herself as the holder of the Equity Shares; or

(ii) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with respective depository participant of
the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their
respective depository participant.
Period of operation of subscription list
See the sub-section titled “Issue Structure – Bid/ Issue Programme” on Page 314.
310
Minimum Subscription
If our Company does not receive the minimum subscription of 90% of the Fresh Issue, including through
devolvement to the Underwriters, as applicable, our Company shall forthwith refund the entire subscription
amount received no later than 15 days from the Bid/Issue Closing Date, failing which, the directors of our
Company who are officers in default shall jointly and severally be liable to repay that money with interest at the
rate of 15.00% per annum. Further, in terms of Regulation 26(4) of the SEBI ICDR Regulations, our Company
shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall not be less
than 1,000. In terms of Rule 19(2)(b)(i) of the SCRR, this Issue is being made for at least 25.00% of the fully
diluted post Issue paid-up Equity Share capital of our Company. The requirement for minimum subscription is
not applicable to the Offer for Sale.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Any expense incurred by our Company on behalf of the Selling Shareholders with regard to refunds, interest for
delays, etc., for the Equity Shares being offered in the Issue, will be reimbursed by the Selling Shareholders to
our Company, in proportion of the Equity Shares being offered for sale by the Selling Shareholders in the Issue.
Arrangement for disposal of Odd Lots
There are no arrangements for disposal of odd lots.
Restriction on transfer and transmission of the Equity Shares
Except for lock-in of the pre-Issue Equity Shares, Promoter’s minimum contribution and Anchor Investor lock-in
in the Issue as detailed in the sub-section titled “Capital Structure- History of Build-up, Contribution and Lock in
of Promoter’s Shareholding ” on Page 83, and except as provided in the Articles of Association, there are no
restrictions on transfers of the Equity Shares. There are no restrictions on transmission of Equity Shares and on
their consolidation/ splitting, except as provided in the Articles of Association. For details, see the section titled
“Main Provisions of the Articles of Association” beginning on Page 366.
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ISSUE STRUCTURE
Issue of [●] Equity Shares for cash at a price of ` [●] per Equity Share (including share premium of ` [●] per
Equity Share) aggregating up to ` 580 million. The Issue consists of a Fresh Issue of [●] Equity Shares
aggregating up to ` [] million and an Offer for Sale of up to 5,516,141 Equity Shares by the Selling
Shareholders aggregating up to ` [●] million, respectively. The Issue will constitute [●]% of the fully diluted
post-Issue paid-up Equity Share capital of our Company.
The Issue is being made through the Book Building Process.
QIBs(1) Non-Institutional Retail Individual Bidders

Bidders
Number of Equity Shares Not more than [●] Equity Shares Not less than [●] Equity Not less than [●] Equity Shares
available for allocation(2) Shares available for available for allocation or Issue
allocation or Issue less less allocation to QIB Bidders and
allocation to QIB Non-Institutional Bidders
Bidders and Retail
Individual Bidders
Percentage of Issue size Not more than 50.00% of the Issue Not less than 15.00% of Not less than 35.00% of the Issue
available for size being available for allocation the Issue or the Issue or Issue less allocation to QIBs and
Allotment/allocation to QIBs. However, up to 5.00% of less allocation to QIBs Non-Institutional Bidders
the QIB Portion (excluding the and Retail Individual
Anchor Investor Portion) will be Bidders
available for allocation
proportionately to Mutual Funds
only. Mutual Funds participating in
the Mutual Fund Portion will also
be eligible for allocation in the
remaining balance QIB Portion
Basis of Proportionate as follows: Proportionate The allotment to each Retail
Allotment/Allocation if (excluding the Anchor Investor Individual Bidder shall not be less
respective category is Portion) than the minimum Bid lot, subject
oversubscribed (a) [●] Equity Shares shall be to availability of Equity Shares in
allocated on a proportionate basis the Retail Portion, and the
to Mutual Funds only; and remaining available Equity Shares,
; and if any, shall be allotted on a
(b) [●] Equity Shares shall be proportionate basis.
allotted on a proportionate basis to
all QIBs including Mutual Funds
receiving allocation as per (a)
above.
[●] Equity Shares may be allocated

on a discretionary basis to Anchor
Investors
Mode of Bidding Through ASBA process only Through ASBA process Both the ASBA process and the
only non-ASBA process are available
to Retail Individual Investors
Minimum Bid Such number of Equity Shares that Such number of Equity [●] Equity Shares and in multiples
the Bid Amount exceeds ` Shares that the Bid of [●] Equity Shares thereafter
200,000 and in multiples of [●] Amount exceeds `
Equity Shares thereafter 200,000 and in
multiples of [●] Equity
Shares thereafter
Maximum Bid Such number of Equity Shares not Such number of Equity Such number of Equity Shares,
exceeding the Issue, subject to Shares not exceeding whereby the Bid Amount does not
applicable limits to the Bidder the Issue, subject to exceed ` 200,000 net of Retail
applicable limits to the Discount
Bidder
Mode of Allotment Compulsorily in dematerialised Compulsorily in Compulsorily in dematerialised
form dematerialised form form
Bid Lot [●] Equity Shares and in multiples [●] Equity Shares and in [●] Equity Shares and in multiples
of [●] Equity Shares thereafter multiples of [●] Equity of [●] Equity Shares thereafter
Shares thereafter
Allotment Lot [●] Equity Shares and in multiples [●] Equity Shares and in [●] Equity Shares and in multiples
312
QIBs(1) Non-Institutional Retail Individual Bidders
Bidders
of one Equity Share thereafter multiples of one Equity of one Equity Share thereafter
Share thereafter
Trading Lot One Equity Share One Equity Share One Equity Share
Who can Apply(3) Public financial institutions as Resident Indian Resident Indian individuals,
specified in Section 2(72) of the individuals, Eligible Eligible NRIs and HUFs (in the
Companies Act, 2013, scheduled NRIs, HUFs (in the name of Karta)
commercial banks, mutual fund name of Karta),
registered with SEBI, FPIs other companies, corporate
than Category III foreign portfolio bodies, scientific
investors, VCFs, AIFs, FVCIs, institutions, societies
multilateral and bilateral and trusts, Category III
development financial institutions, foreign portfolio
state industrial development investors registered with
corporation, insurance company SEBI
registered with IRDA, provident
fund (subject to applicable law)
with minimum corpus of ` 250.00
million, pension fund with
minimum corpus of ` 250.00
million, in accordance with
applicable law and National
Investment Fund set up by the
Government of India, insurance
funds set up and managed by army,
navy or air force of the Union of
India and insurance funds set up
and managed by the Department of
Posts, India
Terms of Payment Full Bid Amount shall be payable Full Bid Amount shall Full Bid Amount shall be payable
at the time of submission of Bid be payable at the time of at the time of submission of Bid
cum Application Form. (including submission of Bid cum cum Application Form.(4)(5)
for Anchor Investors(3))(4) Application Form(4)
(1) Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60.00% of the QIB Portion to
Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third will be available
for allocation to domestic Mutual Funds only. For details, see the section titled “Issue Procedure” beginning on Page 316.
(2) Subject to valid Bids being received at or above the Issue Price. This Issue is being made for at least 25.00% of the fully diluted
post-Issue Equity Share capital, pursuant to Rule 19(2)(b)(i) of SCRR read with Regulation 41 of the SEBI ICDR Regulations. Our
Company is eligible for this Issue in accordance with Regulation 26(1) of the SEBI ICDR Regulations. Further, this Issue is being
made through the Book Building Process wherein not more than 50.00% of the Issue shall be available for allocation to QIBs on a
proportionate basis. Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60.00% of the
QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third
will be available for allocation to domestic Mutual Funds only. In the event of undersubscription or non-allocation in the Anchor
Investor Portion, the balance of Equity Shares shall be added to the QIB Portion. Such number of Equity Shares representing 5.00%
of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder 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 15.00% of the Issue will be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35.00% of the Issue will be available for allocation to Retail Individual Bidders in
accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price, such that subject to
availability of Equity Shares, each Retail Individual Bidder shall be allotted not less than the minimum Bid Lot, and the remaining
Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis.
(3) Bid Amount shall be payable by the Anchor Investors at the time of submission of the Bid cum Application Forms. The balance, if
any, shall be paid within the two Working Days of the Bid/Issue Closing Date.
(4) In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the Bidder that are specified in
the Bid cum Application Form.
(5) If the Bid is submitted in joint names, the Bid cum Application Form should contain only the name of the first Bidder whose name
should also appear as the first holder of the depository account held in joint names. The signature of only the first Bidder would be
required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the BRLMs,
their respective directors, officers, agents and representatives that they are eligible under applicable laws, rules and regulations,
guidelines and approvals to acquire the Equity Shares in the Issue. SCSBs applying in the Issue must apply through an ASBA
Account maintained with any other SCSB.
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Institutional Portion and Retail Portion would be allowed to be met with spill-over from other categories or a
combination of categories at the discretion of our Company and the Selling Shareholders in consultation with the
BRLMs and the Designated Stock Exchange. However, under-subscription, if any, in the QIB Portion will not be
allowed to be met with spill-over from other categories or a combination of categories.
Withdrawal of the Issue
Our Company and and the Selling Shareholders, in consultation with the BRLMs, reserve the right not to
proceed with the Issue at any time after the Bid/Issue Opening Date but before Allotment of Equity Shares. If
our Company and the Selling Shareholders withdraw the Issue, our Company will issue a public notice within
two days of such decision, providing reasons for not proceeding with the Issue. The BRLMs, through the
Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one Working Day from the
day of receipt of such instruction. The notice of withdrawal will be issued in the same newspapers where the pre-
Issue advertisements have appeared and the Stock Exchanges will also be informed promptly.
If our Company and the Selling Shareholders withdraw the Issue after the Bid/Issue Closing Date and thereafter
determine that they will proceed with the issue of our Company’s Equity Shares, our Company will file a fresh
draft red herring prospectus with SEBI and the stock exchanges where the Equity Shares may be proposed to be
listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
Prospectus after it is filed with the RoC.
Bid/Issue Programme
BID/ISSUE OPENS ON [●]*

BID/ISSUE CLOSES ON For QIB Bidders [●], 2015**
For Retail Individual Bidders and Non Institutional Bidders:

[●], 2015
* Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor
Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date in accordance with SEBI ICDR Regulations.
** Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one day
prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date

Bid/Issue Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock Exchange [●]
Initiation of refunds [●]
Credit of the Equity Shares to demat accounts of Allottees [●]
Commencement of trading of the Equity Shares on the Stock Exchanges [●]
The above timetable is indicative and does not constitute any obligation on our Company or the Selling
Shareholders or the BRLMs. Whilst our Company shall ensure that all steps for the completion of the
necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock
Exchanges are taken within 12 Working Days of the Bid/Issue Closing Date, the timetable may change due
to various factors, such as extension of the Bid/Issue Period by our Company and the Selling
Shareholders, revision of the Price Band or any delays in receiving the final listing and trading approval
from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the
discretion of the Stock Exchanges and in accordance with the applicable laws. The Selling Shareholders
confirm that they shall extend all reasonable co-operation required by our Company and the BRLMs for
the completion of the necessary formalities for listing and commencement of trading of the Equity Shares
(offered by each such Selling Shareholder in the Issue) at all the Stock Exchanges within 12 Working Days
from the Bid/Issue Closing Date.
Except in relation to Anchor Investors, Bids and revision of Bids, shall be accepted only between 10.00 a.m.
and 5.00 p.m. (IST) during the Bid/Issue Period as mentioned above at the Bidding centres and designated
314
branches of SCSBs as mentioned in the Bid cum Application Form. On the Bid/Issue Closing Date, the Bids and
any revision in the Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded
until (i) 4.00 p.m. (IST) in case of Bids by QIB Bidders and Non-Institutional Bidders, and (ii) until 5.00 p.m.
(IST) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders
after taking into account the total number of applications received up to the closure of timings and reported by
the BRLMs to the Stock Exchanges. It is clarified that Bids not uploaded on the electronic bidding system would
be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are
advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than 1.00 p.m.
(IST) on the Bid/ Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received
on the Bid/ Issue Closing Date, as is typically experienced in IPOs, which may lead to some Bids not being
uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for
Allotment in the Issue. If such Bids are not uploaded, our Company, the Selling Shareholders and the Syndicate
shall not be responsible. Bids will be accepted only on Working Days. None among our Company, the Selling
Shareholders, or any member of Syndicate is liable for any failure in uploading Bids due to faults in any
software/hardware system or otherwise.
On Bid/ Issue Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Bidders after taking into account the total number of Bids received and as reported
by BRLMs to the Stock Exchanges within half an hour of such closure.
Our Company and the Selling Shareholders in consultation with BRLMs, reserve the right to revise the Price
Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to 120.00% of the
Floor Price and Floor Price shall not be less than the Face Value of the Equity Shares. The revision in Price Band
shall not exceed 20.00% on the either side, i.e., the floor price can move up or down to the extent of 20.00% of
the Floor Price and the Cap Price will be revised accordingly.
In case of revision in the Price Band, the Bid/Issue Period will be extended for at least three (3) additional
Working Days after 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 Stock Exchanges, by issuing a press release, and also by
indicating the change on the websites of the BRLMs at the terminals of the other members of the
Syndicate.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the
electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form, for a
particular ASBA Bidder, the Registrar to the Issue shall ask the relevant SCSB or the member of the Syndicate
for rectified data.
315
ISSUE PROCEDURE
All Bidders should review the General Information Document for Investing in public issues prepared and issued
in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (“General
Information Document”) included below under “Part B – General Information Document”, which highlights
the key rules, processes and procedures applicable to public issues in general in accordance with the provisions
of the Companies Act, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957 and the SEBI ICDR Regulations. The General Information Document has been updated to include
reference to the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 and
certain notified provisions of the Companies Act 2013, to the extent applicable to a public issue. The General
Information Document is also available on the websites of the Stock Exchanges and the BRLMs. Please refer to
the relevant provisions of the General Information Document which are applicable to the Issue.
Our Company, the Selling Shareholders and the BRLMs do not accept any responsibility for the completeness
and accuracy of the information stated in this section and shall not be liable for any amendment, modification or
change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be
held by them under applicable law or as specified in this Draft Red Herring Prospectus.
Please note that QIBs (other than Anchor Investors) and Non-Institutional Investors can participate in the Issue
only through the ASBA process. Retail Individual Investors can participate in the Issue through the ASBA
process as well as the non ASBA process. ASBA Bidders should note that the ASBA process involves application
procedures that are different from the procedure applicable to non-ASBA Bidders. However, there is a common
Bid cum Application Form for ASBA Bidders (submitted to SCSBs or to the Syndicate at the Specified Cities or
to the Registered Brokers at the Broker Centres) as well as for non-ASBA Bidders. Bidders applying through the
ASBA process should carefully read the provisions applicable to such applications before making their
application through the ASBA process. Please note that all Bidders are required to make payment of the full Bid
Amount along with the Bid cum Application Form. In case of ASBA Bidders, an amount equivalent to the full Bid
Amount will be blocked by the SCSBs.
ASBA Bidders may submit ASBA Bids to a Designated Branch (a list of such branches is available on the website
of the SEBI (www.sebi.gov.in) or to the Syndicate at the Specified Cities or to the Registered Brokers at the
Broker Centres. Non-ASBA Bidders are required to submit Bids to the Syndicate, only on a Bid cum Application
Form bearing the stamp of a member of the Syndicate or the Registered Broker. ASBA Bidders are advised not
to submit Bid cum Application Forms to Escrow Collection Banks, unless such Escrow Collection Banks are also
SCSBs.
All Bidders are required to pay the full Bid Amount or, in case of ASBA Bids, ensure that the ASBA Account has
sufficient credit balance such that the full Bid Amount can be blocked by the SCSB at the time of submitting the
Bid.
SEBI by its circular (CIR/CFD/DIL/1/2011) dated April 29, 2011 (“2011 Circular”) has made it mandatory for
QIBs (other than Anchor Investors) and Non Institutional Investors to make use of the facility of ASBA for
making applications for public issues. Further, the 2011 Circular also provides a mechanism to enable the
Syndicate and sub-Syndicate Members to procure Bid cum Application Forms submitted under the ASBA process
from prospective Bidders. SEBI by its circular (CIR/CFD/14/2012) dated October 4, 2012 (“2012 Circular”),
has introduced an additional mechanism for prospective Bidders to submit Bid cum Application Forms (ASBA
and non-ASBA applications) using the stock broker network of Stock Exchanges, who may not be Syndicate
Members in the Issue. Further, SEBI by its circular (CIR/CFD/DIL/ 4 /2013) dated January 23, 2013 (“2013
Circular”), in partial modification of the 2011 Circular, mandates that in order to facilitate Syndicate/sub-
syndicate/ non-syndicate members to accept Bid-cum-Application Forms from prospective ASBA Bidders in the
locations, all the SCSBs having a branch in the location of Broker Centres, notified in terms of the 2012 Circular
are required to name at least one branch before March 1, 2013, where Syndicate/sub-syndicate/ nonsyndicate
members can submit such Bid-cum-Application Forms.
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PART A
BOOK BUILDING PROCEDURE
The Issue is being made through the Book Building Process wherein 50.00% of the Issue shall be available for
allocation to QIBs on a proportionate basis, provided that our Company and the Selling Shareholders may, in
consultation with the BRLMs, allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary
basis of which one third will be reserved for domestic Mutual Funds only. Out of the QIB Portion (excluding the
Anchor Investor Portion), 5.00% will be available for allocation on a proportionate basis to Mutual Funds only.
The remainder will be available for allocation on a proportionate basis to all QIBs, including Mutual Funds,
subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15.00% of the
Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than
35.00% of the Issue will be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill
over from any other category or combination of categories at the discretion of our Company the Selling
Shareholders in consultation with the BRLMs and the Designated Stock Exchange.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
In case of QIBs (other than Anchor Investors) Bidding through the Syndicate ASBA, the Book Running Lead
Managers and the members of the Syndicate, may reject Bids at the time of acceptance of the Bid cum
Application Form, provided that the reasons for such rejection shall be disclosed to such Bidder in writing.
Further, Bids from QIBs can also be rejected on technical grounds. In case of Non-Institutional Investors and
Retail Individual Investors, our Company has a right to reject Bids based on technical grounds only. However,
our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers reserve
the right to reject any Bid received from Anchor Investors without assigning any reason.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in
dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders
depository account, including DP ID, Client ID and PAN (other than Bids made on behalf of the Central
and the State Governments, residents of the state of Sikkim and official appointed by the courts), shall be
treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form. On Allotment, the Equity Shares will be traded only on the dematerialized
segment of the Stock Exchanges.
Bid cum Application Form
Please note that there is a common Bid cum Application Form for ASBA Bidders as well as for non-ASBA
Bidders. Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of
the BRLMs, the Syndicate Members, the Registered Brokers, the SCSBs and the Registered Office of our
Company. An electronic copy of the Bid cum Application Form will also be available on the websites of the
SCSBs, the NSE (www.nseindia.com) and the BSE (www.bseindia.com) and the terminals of the Registered
Brokers. Physical Bid cum Application Forms for Anchor Investors shall be made available at the offices of the
BRLMs. QIBs (other than Anchor Investors) and Non-Institutional Investors shall mandatorily participate in the
Issue only through the ASBA process. Retail Individual Investors can participate in the Issue through the ASBA
process as well as the non-ASBA process.
ASBA Bidders must provide bank account details in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that does not contain such details are liable to be rejected. In relation to
non-ASBA Bidders, the bank account details shall be available from the depository account on the basis of the
DP ID, Client ID and PAN provided by the non-ASBA Bidders in their Bid cum Application Form. Bidders are
requested to note that refunds through the modes mentioned in this section shall be credited only to the bank
account from which the Bid Amount was remitted to the Escrow Collection Bank.
Bidders shall ensure that the Bids are made on Bid cum Application Forms bearing the stamp of a member of the
Syndicate or the Registered Broker or the SCSBs, as the case may be, submitted at the Bidding centres only
(except in case of electronic Bid cum Application Forms) and the Bid cum Application Forms not bearing such
specified stamp are liable to be rejected.
317
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum

Application Form*
Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Eligible NRIs, FPIs or FVCIs, registered Multilateral and Bilateral Development Financial Blue
Institutions applying on a repatriation basis
Anchor Investors [As specified by the Issuer]
*
Excluding electronic Bid cum Application
Who can Bid?
In addition to the category of Bidders set forth under “– General Information Document for Investing in Public
Issues – Category of Investors Eligible to Participate in an Issue”, the following persons are also eligible to
invest in the Equity Shares under all applicable laws, regulations and guidelines, including:
 FPIs other than Category III foreign portfolio investor;
 Category III foreign portfolio investors, which are foreign corporates or foreign individuals only under
the Non Institutional Investors category; and
 Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares.
Participation by associates and affiliates of the BRLMs and the Syndicate Members
The BRLMs and the Syndicate Members shall not be allowed to subscribe to the Issue in any manner except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and
Syndicate Members may subscribe to or purchase Equity Shares in the Issue, either in the QIB Portion or in
Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis
and such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of BRLMs and Syndicate Members, shall be treated equally for the purpose of
allocation to be made on a proportionate basis.
The BRLMs and any persons related to the BRLMs or our Promoter and our Promoter Group cannot apply in the
Issue under the Anchor Investor Portion.
Bids by Mutual Funds
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
No Mutual Fund scheme shall invest more than 10.00% of its net asset value in equity shares or equity
related instruments of any single company provided that the limit of 10.00% shall not be applicable for
investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes
should own more than 10.00% of any company’s paid-up share capital carrying voting rights.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid
has been made.
Bids by Eligible NRIs
NRI may obtain copies of Bid cum Application Form from the offices of the BRLMs, the Syndicate Members,
the Registered Brokers and the SCSBs. Only Bids accompanied by payment in Indian Rupees or freely
convertible foreign exchange will be considered for Allotment. Eligible NRIs intending to make payment
through freely convertible foreign exchange and bidding on a repatriation basis could make payments through
Indian Rupee drafts purchased abroad or cheques or bank drafts or by debits to their non-resident external
(“NRE”) accounts or foreign currency non-resident (“FCNR”) accounts, maintained with banks authorized by
the RBI to deal in foreign exchange. Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum
Application Form meant for Non-Residents (blue in colour), accompanied by a bank certificate confirming that
the payment has been made by debiting to the NRE or FCNR account, as the case may be. Payment for Bids by
318
non-resident Bidder bidding on a repatriation basis will not be accepted out of non-resident ordinary (“NRO”)
accounts.
Non ASBA Bids by NRIs shall be submitted only in the locations specified in the Bid cum Application Form.
Bids by FPIs (including FIIs and QFIs)
On January 7, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio
investors namely ‘foreign institutional investors’ and ‘qualified foreign investors’ will be subsumed under a new
category namely ‘foreign portfolio investors’ or ‘FPIs’. RBI on March 13, 2014 amended the FEMA Regulations
and laid down conditions and requirements with respect to investment by FPIs in Indian companies.
In terms of the SEBI FPI Regulations, any QFI or FII who holds a valid certificate of registration from SEBI
shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the
SEBI FII Regulations. An FII or a sub-account may participate in this Issue, in accordance with Schedule 2 of
the FEMA Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not
be eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations. Further, a QFI can buy,
sell or otherwise deal in securities if such QFI obtains a certificate of registration as FPI. Such QFIs shall be
eligible to participate in this Issue in accordance with Schedule 8 of the FEMA Regulations and are required to
Bid under the Non-Institutional Bidders category.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated
depository participant under the FPI Regulations is required to be attached to the Bid cum Application Form,
failing which our Company reserves the right to reject any Bid without assigning any reason. An FII or sub-
account may, subject to payment of conversion fees under the SEBI FPI Regulations, participate in the Issue,
until the expiry of its registration as a FII or sub-account, or until it obtains a certificate of registration as FPI,
whichever is earlier. Further, in case of Bids made by SEBI-registered FIIs or sub-accounts, which are not
registered as FPIs, a certified copy of the certificate of registration as an FII issued by SEBI is required to be
attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid
without assigning any reason.
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed
10.00% of our post-Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding by
each FPI shall be below 10.00% of the total paid-up Equity Share capital of our Company and the total holdings
of all FPIs put together shall not exceed 24.00% of the paid-up Equity Share capital of our Company. The
aggregate limit of 24.00% may be increased up to the sectoral cap by way of a resolution passed by the Board of
Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior
intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a
company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. The
existing individual and aggregate investment limits an FII or sub account in our Company is 10.00% and 24.00%
of the total paid-up Equity Share capital of our Company, respectively.
Further, the existing individual and aggregate investment limits for QFIs in an Indian company are 5.00% and
10.00% of the paid up capital of an Indian company, respectively. FPIs are permitted to participate in the Issue
subject to compliance with conditions and restrictions which may be specified by the Government from time to
time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated
broad based funds, which are classified as Category II foreign portfolio investor by virtue of their investment
manager being appropriately regulated, may issue or otherwise deal in offshore derivative instruments (as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas
by a FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange in
India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are
issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative
instruments are issued after compliance with ‘know your client’ norms. An FPI is also required to ensure that no
further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are
not regulated by an appropriate foreign regulatory authority.
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FPIs who wish to participate in the Issue are advised to use the Bid-cum-Application Form for Non-Residents
([●] in colour). FPIs are required to Bid through the ASBA process to participate in the Issue.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI VCF Regulations and SEBI FVCI Regulations, inter alia prescribe the investment restrictions on
VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the
investment restrictions on AIFs.
Accordingly, the holding by any individual VCF registered with SEBI in one venture capital undertaking should
not exceed 25.00% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds by way of subscription to an initial public offering.
The category I and II AIFs cannot invest more than 25.00% of the corpus in one investee company. A category
III AIF cannot invest more than 10.00% of the corpus in one investee company. A venture capital fund registered
as a category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way
of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have
not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF
Regulations.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must
be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve
the right to reject any Bid without assigning any reason thereof.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company and
the Selling Shareholders reserve the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2000, as amended, are broadly set forth below:
(i) equity shares of a company: the least of 10.00% of the investee company’s subscribed capital (face value)
or 10.00% of the respective fund in case of life insurer or 10.00% of investment assets in case of general
insurer or reinsurer;
(ii) the entire group of the investee company: the least of 10.00% of the respective fund in case of a life
insurer or 10.00% of investment assets in case of a general insurer or reinsurer (25.00% in case of
ULIPs); and
(iii) the industry sector in which the investee company operates: 10.00% of the insurer’s total investment
exposure to the industry sector (25.00% in case of ULIPs).
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of `
250.00 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company and the Selling
Shareholders reserve the right to reject any Bid, without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form, failing which our Company and the Selling Shareholders
reserve the right to reject any Bid without assigning any reason.
The investment limit for banking companies as per the Banking Regulation Act, 1949, as amended, is 30.00% of
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the paid up share capital of the investee company or 30.00% of the banks’ own paid up share capital and
reserves, whichever is less (except in certain specified exceptions, such as setting up or investing in a subsidiary,
which requires RBI approval). Further, the RBI Master Circular of July 1, 2014 sets forth prudential norms
required to be followed for classification, valuation and operation of investment portfolio of banking companies.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, the
BRLMs and the Syndicate Members are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of the Red Herring Prospectus. Bidders are
advised to make their independent investigations and Bidders are advised to ensure that any single Bid
from them does not exceed the applicable investment limits or maximum number of Equity Shares that
can be held by them under applicable law or regulation or as specified in the Red Herring Prospectus.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, FIIs, Mutual Funds, Eligible QFIs, insurance companies and provident funds with a minimum corpus
of ` 250 million (subject to applicable law) and pension funds with a minimum corpus of ` 250 million, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged
along with the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserves the
right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof.
In addition to the above, certain additional documents are required to be submitted by the following entities:
(a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must
be lodged along with the Bid cum Application Form.
(b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the
Insurance Regulatory and Development Authority must be lodged along with the Bid cum Application
Form.
(c) With respect to Bids made by provident funds with a minimum corpus of ` 250 million (subject to
applicable law) and pension funds with a minimum corpus of ` 250 million, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
lodged along with the Bid cum Application Form.
(d) With respect to Bids made by limited liability partnerships registered under the Limited Liability
Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability
Partnership Act, 2008, must be attached to the Bid cum Application Form.
(e) Our Company and the Selling Shareholders, in its absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form,
subject to such terms and conditions that our Company, the Selling Shareholders and the BRLMs may
deem fit.
Restriction on foreign ownership of Indian securities
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which
foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner
in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign
investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. The
government bodies responsible for granting foreign investment approvals are FIPB and the RBI.
The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government
of India (“DIPP”), issued Circular 1 of 2014 (“Circular 1 of 2014”), which with effect from April 17, 2014,
consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP
that were in force and effect as on April 16, 2014. The Government proposes to update the consolidated circular
on FDI Policy once every year and therefore, Circular 1 of 2014 will be valid until the DIPP issues an updated
circular.
The transfer of shares between an Indian resident and a Non-Resident does not require the prior approval of the
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FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the
FDI Policy and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the
guidelines prescribed by the SEBI/RBI.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
General Instructions
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository
account is active, as Allotment of the Equity Shares will be in the dematerialised form only;
5. Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of the
Syndicate (except in case of electronic forms) or with respect to ASBA Bidders, ensure that your Bid is
submitted either to a member of the Syndicate (in the Specified Locations), a Designated Branch of the
SCSB where the ASBA Bidder or the person whose bank account will be utilised by the ASBA Bidder
for bidding has a bank account, or to a Registered Broker at the Broker Centres;
6. In relation to the ASBA Bids, ensure that your Bid cum Application Form is submitted either at a
Designated Branch of a SCSB where the ASBA Account is maintained or with the Syndicate in the
Specified Locations or with a Registered Broker at the Broker Centres, and not to the Escrow Collection
Banks (assuming that such bank is not a SCSB) or to our Company or the Selling Shareholders or the
Registrar to the Issue;
7. With respect to the ASBA Bids, ensure that the Bid cum Application Form is signed by the account
holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank
account number in the Bid cum Application Form;
8. QIBs (other than Anchor Investors) and the Non-Institutional Investors should submit their Bids through
the ASBA process only;
9. With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any other
SCSB having clear demarcated funds for applying under the ASBA process and that such separate
account (with any other SCSB) is used as the ASBA Account with respect to your Bid;
10. Ensure that you request for and receive a TRS for all your Bid options;
11. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to the respective member of
the Syndicate (in the Specified Locations), the SCSBs or the Registered Broker (at the Broker Centres);
12. Ensure that you have funds equal to the Bid Amount in your bank account before submitting the Bid cum
Application Form under non-ASBA process to the Syndicate or the Registered Brokers;
13. With respect to non-ASBA Bids, ensure that the full Bid Amount is paid for the Bids and with respect to
ASBA Bids, ensure funds equivalent to the Bid Amount are blocked;
14. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA
process;
15. Submit revised Bids to the same member of the Syndicate, SCSB or Registered Broker, as applicable,
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through whom the original Bid was placed and obtain a revised TRS;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN
for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in
terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting
in the securities market, all Bidders should mention their PAN allotted under the I.T. Act. The exemption
for the Central or the State Government and officials appointed by the courts and for investors residing in
the State of Sikkim is subject to (a) the demographic details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and
the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the
address as per the demographic details evidencing the same;
17. Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all
respects;
18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;
19. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
20. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;
21. Ensure that the category and sub-category is indicated;
22. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant
documents are submitted;
23. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
24. Ensure that the DP ID, the Client ID and the PAN mentioned in the Bid cum Application Form and
entered into the online IPO system of the stock exchanges by the Syndicate, the SCSBs or the Registered
Brokers, as the case may be, match with the DP ID, Client ID and PAN available in the Depository
database;
25. In relation to the ASBA Bids, ensure that you use the Bid cum Application Form bearing the stamp of the
Syndicate (in the Specified Locations) and/or relevant SCSB and/ or the Designated Branch and/ or the
Registered Broker at the Broker Centres (except in case of electronic forms);
26. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per
the Bid cum Application Form and the Red Herring Prospectus;
27. ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application
Form is submitted to a member of the Syndicate only in the Specified Locations and that the SCSB where
the ASBA Account, as specified in the Bid cum Application Form, is maintained has named at least one
branch at that location for the Syndicate to deposit Bid cum Application Forms (a list of such branches is
available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries). ASBA Bidders bidding through a Registered Broker should ensure that the SCSB where
the ASBA Account, as specified in the Bid cum Application Form, is maintained has named at least one
branch at that location for the Registered Brokers to deposit Bid cum Application Forms;
28. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;
29. In relation to the ASBA Bids, ensure that you have correctly signed the authorization/undertaking box in
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the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form; and
30. In relation to the ASBA Bids, ensure that you receive an acknowledgement from the Designated Branch
of the SCSB or from the member of the Syndicate in the Specified Locations or from the Registered
Broker at the Broker Centres, as the case may be, for the submission of your Bid cum Application Form.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Syndicate, the
SCSBs or the Registered Brokers, as applicable;
4. Do not pay the Bid Amount in cash, by money order or by postal order or by stockinvest;
5. Do not send Bid cum Application Forms by post; instead submit the same to the Syndicate, the SCSBs or
the Registered Brokers only;
6. Do not submit the Bid cum Application Forms to the Escrow Collection Bank(s), our Company, the
Selling Shareholders or the Registrar to the Issue;
7. Do not Bid on a Bid cum Application Form that does not have the stamp of the Syndicate, the Registered
Brokers or the SCSBs;
8. Anchor Investors should not Bid through the ASBA process;
9. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
10. Do not Bid for a Bid Amount exceeding ` 200,000 (for Bids by Retail Individual Investors);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size
and/ or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations;
12. Do not submit the Bid cum Application Form if you are a Non-Resident, except for: (i) an FPI (investing
under the foreign portfolio investment scheme in accordance with Schedule 2A of the FEMA
Regulations); (ii) an FII (investing under the portfolio investment scheme in accordance with Schedule 2
of the FEMA Regulations); (iii) an Eligible NRI investing on non-repatriation basis in accordance with
Schedule 4 of the FEMA Regulations; or (iv) an Eligible QFI investing in accordance with Schedule 8 of
the FEMA Regulations;
13. Do not submit the GIR number instead of the PAN;
14. Do not submit the Bids without the full Bid Amount;
15. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
16. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;
17. If you are a QIB, do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date for QIBs;
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18. If you are a Non-Institutional Investor or Retail Individual Investor, do not submit your Bid after 3.00 pm
on the Bid/Issue Closing Date;
19. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872;
20. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor;
21. Do not submit more than five Bid cum Application Forms per ASBA Account;
22. Do not submit ASBA Bids to a member of the Syndicate at a location other than the Specified Locations
or to the brokers other than the Registered Brokers at a location other than the Broker Centres;
23. Do not submit ASBA Bids to a member of the Syndicate in the Specified Locations unless the SCSB
where the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at
least one branch in the relevant Specified Location, for the Syndicate to deposit Bid cum Application
Forms (a list of such branches is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/ list/5/33/0/0/Recognised-Intermediaries); and
24. Do not submit ASBA Bids to a Registered Broker unless the SCSB where the ASBA Account is
maintained, as specified in the Bid cum Application Form, has named at least one branch in that location
for the Registered Broker to deposit the Bid cum Application Forms.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Payment instructions
In terms of RBI circular no. DPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013, non-CTS cheques
are processed in three CTS centres three days of the week. In order to enable listing and trading of Equity Shares
within 12 Working Days of the Bid/Issue Closing Date, investors are advised to use CTS cheques or use the
ASBA facility to make payment. Investors are cautioned that Bid cum Application Forms accompanied by non-
CTS cheques are liable to be rejected due to any delay in clearing beyond six Working Days from the Bid/Issue
Closing Date.
The Registrar to the Issue shall keep a proper record of applications and monies received from investors and paid
to the Company/ the Selling Shareholders/ Escrow collection Account/ Bankers to the Issue and report the
amount of Bids collected and the amount deposited in the Escrow Collection Account at the end of the Bid/Issue
to the Company, the Selling Shareholders and the BRLMs.
Payment into Escrow Account for non-ASBA Bidders
The payment instruments for payment into the Escrow Account should be drawn in favour of:
(a) In case of resident Retail Individual Investors: “[●]”
(b) In case of Non-Resident Retail Individual Investors: “[●]”
For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in favour
of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Pre- Issue Advertisement
Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring
Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR
Regulations, in [●] edition of English national newspaper [●], [●] edition of Hindi national newspaper [●], and
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[●] edition of a Telugu newspaper, each with wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company, the Selling Shareholders and the Syndicate intend to enter into an Underwriting
Agreement after the finalisation of the Issue Price.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC
in accordance with the applicable law, which then would be termed as the ‘Prospectus’. The Prospectus
will contain details of the Issue Price, the Anchor Investor Allocation Price, Issue size, and underwriting
arrangements and will be complete in all material respects.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
 That if our Company or Selling Shareholders does not proceed with the Issue after the Bid/Issue Closing
Date, the reason thereof shall be given as a public notice within two days of the Bid/Issue Closing Date.
The public notice shall be issued in the same newspapers where the pre-Issue advertisements were
published. The stock exchanges on which the Equity Shares are proposed to be listed shall also be
informed promptly;
 That if the Company and/or the Selling Shareholders withdraw the Issue after the Bid/Issue Closing Date,
our Company shall be required to file a fresh offer document with the RoC/ SEBI, in the event our
Company subsequently decides to proceed with the Issue;
 That the complaints received in respect of the Issue shall be attended to by our Company expeditiously
and satisfactorily;
 That all steps for completion of the necessary formalities for listing and commencement of trading at all
the Stock Exchanges where the Equity Shares are proposed to be listed are taken within 12 Working Days
of the Bid/Issue Closing Date;
 That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company;
 That where refunds are made through electronic transfer of funds, a suitable communication shall be sent
to the applicant within 15 days from the Bid/Issue Closing Date, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;
 That the certificates of the securities/ refund orders to Eligible NRIs shall be dispatched within specified
time;
 That no further Issue of Equity Shares shall be made till the Equity Shares offered through the Red
Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-
subscription etc.;
 That adequate arrangement shall be made to collect all Bid cum Application Forms under the ASBA
process and to consider them similar to non-ASBA Bids while finalising the Basis of Allotment; and
 Our Company shall not have recourse to the proceeds of the Issue until final approval for trading of the
Equity Shares from all Stock Exchanges where listing is sought has been received.
UNDERTAKINGS BY THE SELLING SHAREHOLDERS
Each Selling Shareholder undertakes that:
 the Equity Shares being sold by it pursuant to the Issue, have been held by it for a continuous period of at
least one year prior to the date of filing the Draft Red Herring Prospectus with SEBI, are fully paid-up
and are in physical form and shall be dematerialised prior to filing of the Red Herring Prospectus with the
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RoC and SEBI ;
 it is the legal and beneficial owner of, and has full title to, the Equity Shares being sold in the Issue;
 the Equity Shares being sold by it pursuant to the Issue are free and clear of any liens or encumbrances
and shall be transferred to the eligible investors within the specified time under applicable law;
 it shall provide all reasonable cooperation as requested by our Company in relation to the completion of
allotment and dispatch of the allotment advice and Anchor Investor allocation note, if required, and
refund orders to the extent of the Equity Shares offered by it pursuant to the Issue;
 it shall provide such reasonable support and extend such reasonable cooperation as may be required by
our Company and the BRLMs in redressal of such investor grievances that pertain to the Equity Shares
held by it and being offered pursuant to the Issue;
 that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by the Selling Shareholders, to the extent applicable;
 it shall provide such reasonable support and extend such reasonable cooperation as may be required by
our Company in sending a suitable communication, where refunds are made through electronic transfer of
funds, to the applicant within 15 days from the Bid/Issue Closing Date, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
 it shall not have recourse to the proceeds of the Issue until final approval for trading of the Equity Shares
from all Stock Exchanges where listing is sought has been received;
 if the Selling Shareholders does not proceed with the Issue after the Bid/Issue Closing Date, the reason
thereof shall be given by our Company as a public notice within two days of the Bid/Issue Closing Date.
The public notice shall be issued in the same newspapers where the pre-Issue advertisements were
published. The stock exchanges on which the Equity Shares are proposed to be listed shall also be
informed promptly. It shall extend all reasonable cooperation requested by our Company and the BRLMs
in this regard;
 it shall not further transfer the Equity Shares during the period commencing from submission of the Draft
Red Herring Prospectus with SEBI until the final trading approvals from all the Stock Exchanges have
been obtained for the Equity Shares Allotted/ to be Allotted pursuant to the Issue and shall not sell,
dispose of in any manner or create any lien, charge or encumbrance on the Equity Shares offered by it in
the Issue;
 it shall take all such steps as may be required to ensure that the Equity Shares being sold by it pursuant to
the Issue are available for transfer in the Issue within the time specified under the applicable; and
 it shall comply with all applicable laws, in India, including the Companies Act, the SEBI ICDR
Regulations, the FEMA and the applicable circulars, guidelines and regulations issued by SEBI and RBI,
each in relation to the Equity Shares offered by it in the Issue.
Utilisation of Issue proceeds
Our Board of Directors certify that:
 all monies received out of the Issue shall be credited/transferred to a separate bank account other than the
bank account referred to in sub-section (3) of Sec. 40 of the Companies Act, 2013;
 details of all monies utilised out of Issue shall be disclosed, and continue to be disclosed till the time any
part of the issue proceeds remains unutilised, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilised;
 details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate
head in the balance sheet indicating the form in which such unutilised monies have been invested;
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 the utilisation of monies received under Promoter’s Contribution shall be disclosed, and continue to be
disclosed till the time any part of the Issue proceeds remains unutilised, under an appropriate head in the
balance sheet of our Company indicating the purpose for which such monies have been utilised; and
 the details of all unutilised monies out of the funds received under Promoter’s Contribution shall be
disclosed under a separate head in the balance sheet of our Company indicating the form in which such
unutilised monies have been invested.
The Selling Shareholders along with our Company declare that all monies received out of the Issue shall be
credited/ transferred to a separate bank account other than the bank account referred to in sub-section (3) of
Section 40 of the Companies Act, 2013.
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PART B
GENERAL INFORMATION DOCUMENT FOR INVESTING IN PUBLIC ISSUES
This General Information Document highlights the key rules, processes and procedures applicable to public
issues in accordance with the provisions of the Companies Act, 1956, as amended or replaced by the Companies
Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957
and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009. Bidders/Applicants should not construe the contents of this General Information Document as legal advice
and should consult their own legal counsel and other advisors in relation to the legal matters concerning the
Issue. For taking an investment decision, the Bidders/Applicants should rely on their own examination of the
Issuer and the Issue, and should carefully read the Red Herring Prospectus/Prospectus before investing in the
Issue.
SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)
This document is applicable to the public issues undertaken through the Book-Building process as well as to the
Fixed Price Issues. The purpose of the “General Information Document for Investing in Public Issues” is to
provide general guidance to potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures
governing IPOs and FPOs, undertaken in accordance with the provisions of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations, 2009”).
Bidders/Applicants should note that investment in equity and equity related securities involves risk and
Bidder/Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their
investment. The specific terms relating to securities and/or for subscribing to securities in an Issue and the
relevant information about the Issuer undertaking the Issue are set out in the Red Herring Prospectus (“RHP”)/
Prospectus filed by the Issuer with the Registrar of Companies (“RoC”). Bidders/Applicants should carefully
read the entire RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged
Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in
interpretation or conflict and/or overlap between the disclosure included in this document and the
RHP/Prospectus, the disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is
available on the websites of stock exchanges, on the website(s) of the BRLM(s) to the Issue and on the website
of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in.
For the definitions of capitalized terms and abbreviations used herein Bidders/Applicants may refer to the section
“Glossary and Abbreviations”.
SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs
2.1 Initial public offer (IPO)
An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may
include an Offer for Sale of specified securities to the public by any existing holder of such securities in
an unlisted Issuer.
For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of in
terms of either Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009. For details of
compliance with the eligibility requirements by the Issuer Bidders/Applicants may refer to the
RHP/Prospectus.
2.2 Further public offer (FPO)
An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may
include Offer for Sale of specified securities to the public by any existing holder of such securities in a
listed Issuer.
For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in
terms of Regulation 26/27 of SEBI ICDR Regulations, 2009. For details of compliance with the eligibility
requirements by the Issuer Bidders/Applicants may refer to the RHP/Prospectus.
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2.3 Other Eligibility Requirements:
In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to
undertake an IPO or an FPO is required to comply with various other requirements as specified in the
SEBI ICDR Regulations, 2009, the Companies Act, 1956, as amended or replaced by the Companies Act
2013, the Securities Contracts (Regulation) Rules, 1957 (the “SCRR”), industry-specific regulations, if
any, and other applicable laws for the time being in force.
For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.
2.4 Types of Public Issues – Fixed Price Issues and Book Built Issues
In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine
the Issue Price through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price Issue
(“Fixed Price Issue”). An Issuer may mention Floor Price or Price Band in the RHP (in case of a Book
Built Issue) and a Price or Price Band in the Draft Prospectus (in case of a fixed price Issue) and
determine the price at a later date before registering the Prospectus with the Registrar of Companies.
The cap on the Price Band should be less than or equal to 120.00% of the Floor Price. The Issuer shall
announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in which
the pre-issue advertisement was given at least five Working Days before the Bid/Issue Opening Date, in
case of an IPO and at least one Working Day before the Bid/Issue Opening Date, in case of an FPO.
The Floor Price or the Issue price cannot be lesser than the face value of the securities.
Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the
Issue is a Book Built Issue or a Fixed Price Issue.
2.5 ISSUE PERIOD
The Issue may be kept open for a minimum of three Working Days (for all category of
Bidders/Applicants) and not more than ten Working Days. Bidders/Applicants are advised to refer to the
Bid cum Application Form and Abridged Prospectus or RHP/Prospectus for details of the Bid/Issue
Period. Details of Bid/Issue Period are also available on the website of Stock Exchange(s).
In case of a Book Built Issue, the Issuer may close the Bid/Issue Period for QIBs one Working Day prior
to the Bid/Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision of the
Floor Price or Price Band in Book Built Issues the Bid/Issue Period may be extended by at least three
Working Days, subject to the total Bid/Issue Period not exceeding 10 Working Days. For details of any
revision of the Floor Price or Price Band, Bidders/Applicants may check the announcements made by the
Issuer on the websites of the Stock Exchanges and the BRLM(s), and the advertisement in the
newspaper(s) issued in this regard.
2.6 FLOWCHART OF TIMELINES
A flow chart of process flow in Fixed Price and Book Built Issues is as follows. [Bidders/Applicants may
note that this is not applicable for Fast Track FPOs.]:
 In case of Issue other than Book Build Issue (Fixed Price Issue) the process at the following of the
below mentioned steps shall be read as:
(i) Step 7 : Determination of Issue Date and Price

(ii) Step 10: Applicant submits ASBA Application Form with Designated Branch of SCSB and
Non-ASBA forms directly to collection Bank and not to Broker.
(iii) Step 11: SCSB uploads ASBA Application details in Stock Exchange Platform
(iv) Step 12: Issue period closes
(v) Step 15: Not Applicable
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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE
Each Bidder/Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain
categories of Bidders/Applicants, such as NRIs, FII’s, QFIs and FVCIs may not be allowed to Bid/Apply in the
Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Bidders/Applicants are
requested to refer to the RHP/Prospectus for more details.
Subject to the above, an illustrative list of Bidders/Applicants is as follows:
 Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in
single or joint names (not more than three);
 Bids/Applications belonging to an account for the benefit of a minor (under guardianship);
 Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application
Form as follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at
par with Bids/Applications from individuals;
 Companies, corporate bodies and societies registered under applicable law in India and authorised to
invest in equity shares;
 QIBs;
 NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
 Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the
SEBI ICDR Regulations, 2009 and other laws, as applicable);
 Qualified Foreign Investors subject to applicable law;
 FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or
foreign individual, bidding under the QIBs category;
 Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under
the Non Institutional Investors (NIIs) category;
 Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to
trusts/societies and who are authorised under their respective constitutions to hold and invest in equity
shares;
 Limited liability partnerships registered under the Limited Liability Partnership Act, 2008;
 Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and
policies applicable to them and under Indian laws; and
 As per the existing regulations, OCBs are not allowed to participate in an Issue.
SECTION 4: APPLYING IN THE ISSUE
Book Built Issue: Bidders should only use the specified Bid cum Application Form either bearing the stamp of a
member of the Syndicate or bearing a stamp of the Registered Broker or stamp of SCSBs as available or
downloaded from the websites of the Stock Exchanges.
Bid cum Application Forms are available with the members of the Syndicate, Registered Brokers, Designated
Branches of the SCSBs and at the registered office of the Issuer. Electronic Bid cum Application Forms will be
available on the websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date. For
further details regarding availability of Bid cum Application Forms, Bidders may refer to the RHP/Prospectus.
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Fixed Price Issue: Applicants should only use the specified cum Application Form either bearing the stamp of
Collection Bank(s) or SCSBs as available or downloaded from the websites of the Stock Exchanges. Application
Forms are available with the Branches of Collection Banks or Designated Branches of the SCSBs and at the
registered office of the Issuer. For further details regarding availability of Application Forms, Applicants may
refer to the Prospectus.
Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed colour of the Bid
cum Application Form for various categories of Bidders/Applicants is as follows:
Category Colour of the Bid cum

Application Form
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FVCIs, FPIs, on a repatriation basis Blue
Anchor Investors (where applicable) & Bidders/Applicants bidding/applying [As specified by the Issuer]
in the reserved category
Securities Issued in an IPO of Issue size equal to rupees ten crores or more can only be in dematerialized form in
compliance with Section 29 of the Companies Act, 2013. Bidders/Applicants will not have the option of getting
the allotment of specified securities in physical form. However, they may get the specified securities
rematerialised subsequent to allotment.
4.1 INSTRUCTIONS FOR FILING THE BID CUM APPLICATION FORM/ APPLICATION FORM
Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided in
this GID, the RHP and the Bid cum Application Form/Application Form are liable to be rejected.
Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the Bid
cum Application Form. Specific instructions for filling various fields of the Resident Bid cum Application
Form and Non-Resident Bid cum Application Form and samples are provided below.
The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form for
non-resident Bidders are reproduced below:
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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST
BIDDER/APPLICANT
(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the
name in which the Depository Account is held.
(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are
compulsory and e-mail and/or telephone number/mobile number fields are optional.
Bidders/Applicants should note that the contact details mentioned in the Bid-cum Application
Form/Application Form may be used to dispatch communications(including refund orders and
letters notifying the unblocking of the bank accounts of ASBA Bidders/Applicants) in case the
communication sent to the address available with the Depositories are returned undelivered or are
not available. The contact details provided in the Bid cum Application Form may be used by the
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Issuer, the members of the Syndicate, the Registered Broker and the Registrar to the Issue only for
correspondence(s) related to an Issue and for no other purposes.
(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids /Applications should be
made in the name of the Bidder/Applicant whose name appears first in the Depository account.
The name so entered should be the same as it appears in the Depository records. The signature of
only such first Bidder/Applicant would be required in the Bid cum Application Form/Application
Form and such first Bidder/Applicant would be deemed to have signed on behalf of the joint
holders All payments may be made out in favor of the Bidder/Applicant whose name appears in
the Bid cum Application Form/Application Form or the Revision Form and all communications
may be addressed to such Bidder/Applicant and may be dispatched to his or her address as per the
Demographic Details received from the Depositories.
(d) Impersonation
Attention of the Bidders/Applicants is specifically drawn to the provisions of sub-section (1) of

Section 38 of the Companies Act, 2013, which is reproduced below:
“Any person who –
(i) makes or abets making of an application in a fictitious name to a company for acquiring,
or subscribing for, its securities; or
(ii) makes or abets making of multiple applications to a company in different names or in

different combinations of his name or surname for acquiring or subscribing for its
securities; or
(iii) otherwise induces directly or indirectly a company to allot, or register any transfer of,
securities to him, or to any other person in a fictitious name,
shall be liable for action under Sec. 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for
a term of not less than six months extending up to ten years (provided that where the fraud
involves public interest, such term shall not be less than three years) and fine of an amount not less
than the amount involved in the fraud, extending up to three times of such amount.
(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance with

the provisions of Section 109A of the Companies Act, 1956. In case of allotment of the Equity
Shares in dematerialized form, there is no need to make a separate nomination as the nomination
registered with the Depository may prevail. For changing nominations, the Bidders/Applicants
should inform their respective DP.
4.1.2 FIELD NUMBER 2: PAN NUMBER OF SOLE/FIRST BIDDER/APPLICANT
(a) PAN (of the sole/ first Bidder/Applicant) provided in the Bid cum Application Form/Application
Form should be exactly the same as the PAN of the person(s) in whose name the relevant
beneficiary account is held as per the Depositories’ records.
(b) PAN is the sole identification number for participants transacting in the securities market
irrespective of the amount of transaction except for Bids/Applications on behalf of the Central or
State Government, Bids/Applications by officials appointed by the courts and Bids/Applications
by Bidders/Applicants residing in Sikkim (“PAN Exempted Bidders/Applicants”). Consequently,
all Bidders/Applicants, other than the PAN Exempted Bidders/Applicants, are required to disclose
their PAN in the Bid cum Application Form/Application Form, irrespective of the Bid/Application
Amount. A Bid cum Application Form/Application Form without PAN, except in case of
Exempted Bidders/Applicants, is liable to be rejected. Bids/Applications by the
Bidders/Applicants whose PAN is not available as per the Demographic Details available in their
Depository records, are liable to be rejected.
(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic
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Details received from the respective Depositories confirming the exemption granted to the
beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining
in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic
Details evidencing the same.
(d) Bid cum Application Forms/Application Forms which provide the General Index Register Number
instead of PAN may be rejected.
(e) Bids/Applications by Bidders whose demat accounts have been ‘suspended for credit’ are liable to
be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number
CIR/MRD/DP/22/2010. Such accounts are classified as “Inactive demat accounts” and
demographic details are not provided by depositories.
4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS
(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid cum
Application Form/Application Form. The DP ID and Client ID provided in the Bid cum
Application Form/Application Form should match with the DP ID and Client ID available in the
Depository database, otherwise, the Bid cum Application Form/Application Form is liable to
be rejected.
(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum
Application Form/Application Form is active.
(c) Bidders/Applicants should note that on the basis of DP ID and Client ID as provided in the Bid
cum Application Form/Application Form, the Bidder/Applicant may be deemed to have authorized
the Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the
Bidder/Applicant as available on the records of the depositories. These Demographic Details may
be used, among other things, for giving refunds and allocation advice (including through physical
refund warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for
other correspondence(s) related to an Issue.
(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as available
in the records of the Depository Participant to ensure accuracy of records. Any delay resulting
from failure to update the Demographic Details would be at the Bidders/Applicants’ sole risk.
4.1.4 FIELD NUMBER 4: BID OPTIONS
(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be
disclosed in the Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor Price
or Price Band, minimum Bid Lot and Discount (if applicable) by way of an advertisement in at
least one English, one Hindi and one regional newspaper, with wide circulation, at least five
Working Days before Bid/Issue Opening Date in case of an IPO, and at least one Working Day
before Bid/Issue Opening Date in case of an FPO.
(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs /FPOs undertaken
through the Book Building Process. In the case of Alternate Book Building Process for an FPO,
the Bidders may Bid at Floor Price or any price above the Floor Price (For further details bidders
may refer to (Section 5.6 (e))
(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders can
Bid at the Cut-off Price indicating their agreement to Bid for and purchase the Equity Shares at the
Issue Price as determined at the end of the Book Building Process. Bidding at the Cut-off Price is
prohibited for QIBs and NIIs and such Bids from QIBs and NIIs may be rejected.
(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the BRLMs may
decide the minimum number of Equity Shares for each Bid to ensure that the minimum application
value is within the range of ` 10,000 to ` 15,000. The minimum Bid Lot is accordingly
determined by an Issuer on basis of such minimum application value.
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(e) Allotment: The allotment of specified securities to each RII shall not be less than the minimum
Bid Lot, subject to availability of shares in the RII category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. For details of the Bid Lot, bidders may to the
RHP/Prospectus or the advertisement regarding the Price Band published by the Issuer.
4.1.4.1 Maximum and Minimum Bid Size
(a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by Retail
Individual Investors, employees and Retail Individual Shareholders must be for such number of
shares so as to ensure that the Bid Amount less Discount (as applicable), payable by the Bidder
does not exceed ` 200,000.
In case the Bid Amount exceeds ` 200,000 due to revision of the Bid or any other reason, the Bid
may be considered for allocation under the Non-Institutional Category, with it not being eligible
for Discount then such Bid may be rejected if it is at the Cut-off Price.
(b) For NRIs, a Bid Amount of up to ` 200,000 may be considered under the Retail Category for the
purposes of allocation and a Bid Amount exceeding ` 200,000 may be considered under the Non-
Institutional Category for the purposes of allocation.
(c) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid Amount
exceeds ` 200,000 and in multiples of such number of Equity Shares thereafter, as may be
disclosed in the Bid cum Application Form and the RHP/Prospectus, or as advertised by the Issuer,
as the case may be. Non-Institutional Bidders and QIBs are not allowed to Bid at ‘Cut-off Price’.
(d) RII may revise their bids till closure of the bidding period or withdraw their bids until finalization
of allotment. QIBs and NII’s cannot withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after bidding and are required to pay the Bid Amount upon
submission of the Bid.
(e) In case the Bid Amount reduces to ` 200,000 or less due to a revision of the Price Band, Bids by
the Non-Institutional Bidders who are eligible for allocation in the Retail Category would be
considered for allocation under the Retail Category.
(f) For Anchor Investors, if applicable, the Bid Amount shall be least ` 100 million. One-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being done to
other Anchor Investors. Bids by various schemes of a Mutual Fund shall be aggregated to
determine the Bid Amount. A Bid cannot be submitted for more than 60.00% of the QIB Portion
under the Anchor Investor Portion. Anchor Investors cannot withdraw their Bids or lower the size
of their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the
Anchor Investor Bid/ Issue Period and are required to pay the Bid Amount at the time of
submission of the Bid. In case the Anchor Investor Allocation Price is lower than the Issue Price,
the balance amount shall be payable as per the pay-in-date mentioned in the revised CAN. In case
the Issue Price is lower than the Anchor Investor Allocation Price, the amount in excess of the
Issue Price paid by the Anchor Investors shall not be refunded to them.
(g) A Bid cannot be submitted for more than the Issue size.
(h) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits
prescribed for them under the applicable laws.
(i) The price and quantity options submitted by the Bidder in the Bid cum Application Form may be
treated as optional bids from the Bidder and may not be cumulated. After determination of the
Issue Price, the number of Equity Shares Bid for by a Bidder at or above the Issue Price may be
considered for allotment and the rest of the Bid(s), irrespective of the Bid Amount may
automatically become invalid. This is not applicable in case of FPOs undertaken through Alternate
Book Building Process (For details of bidders may refer to (Section 5.6 (e))
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4.1.4.2 Multiple Bids
(a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a
maximum of Bids at three different price levels in the Bid cum Application Form and such options
are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member of the
Syndicate, SCSB or Registered Broker and duplicate copies of Bid cum Application Forms
bearing the same application number shall be treated as multiple Bids and are liable to be rejected.
(b) Bidders are requested to note the following procedures may be followed by the Registrar to the
Issue to detect multiple Bids:
(i) All Bids may be checked for common PAN as per the records of the Depository. For
Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may be
treated as multiple Bids by a Bidder and may be rejected.
(ii) For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well
as Bids on behalf of the PAN Exempted Bidders, the Bid cum Application Forms may be
checked for common DP ID and Client ID. Such Bids which have the same DP ID and
Client ID may be treated as multiple Bids and are liable to be rejected.
(c) The following Bids may not be treated as multiple Bids:
(i) Bids by Reserved Categories bidding in their respective Reservation Portion as well as bids
made by them in the Net Issue portion in public category.
(ii) Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund
provided that the Bids clearly indicate the scheme for which the Bid has been made.
(iii) Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted
with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs.
(iv) Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.
4.1.5 FIELD NUMBER 5 : CATEGORY OF BIDDERS
(a) The categories of Bidders identified as per the SEBI ICDR Regulations, 2009 for the purpose of
Bidding, allocation and allotment in the Issue are RIIs, NIIs and QIBs.
(b) Upto 60.00% of the QIB Category can be allocated by the Issuer, on a discretionary basis [subject
to the criteria of minimum and maximum number of anchor investors based on allocation size], to
the Anchor Investors, in accordance with SEBI ICDR Regulations, 2009, with one-third of the
Anchor Investor Portion reserved for domestic Mutual Funds subject to valid Bids being received
at or above the Issue Price. For details regarding allocation to Anchor Investors, bidders may refer
to the RHP/Prospectus.
(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted under the
SEBI ICDR Regulations, 2009. For details of any reservations made in the Issue,
Bidders/Applicants may refer to the RHP/Prospectus.
(d) The SEBI ICDR Regulations, 2009, specify the allocation or allotment that may be made to
various categories of Bidders in an Issue depending upon compliance with the eligibility
conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form. For
Issue specific details in relation to allocation Bidder/Applicant may refer to the RHP/Prospectus.
4.1.6 FIELD NUMBER 6: INVESTOR STATUS
Each Bidder/Applicant should check whether it is eligible to apply under applicable law and
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ensure that any prospective allotment to it in the Issue is in compliance with the investment
restrictions under applicable law.
(a) Certain categories of Bidders/Applicants, such as NRIs, FIIs and FVCIs may not be allowed to
Bid/Apply in the Issue or hold Equity Shares exceeding certain limits specified under applicable
law. Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.
(b) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis or
repatriation basis and should accordingly provide the investor status. Details regarding investor
status are different in the Resident Bid cum Application Form and Non-Resident Bid cum
Application Form.
(c) Bidders/Applicants should ensure that their investor status is updated in the Depository records.
4.1.7 FIELD NUMBER 7: PAYMENT DETAILS
(a) All Bidders are required to make payment of the full Bid Amount (net of any Discount, as
applicable) along-with the Bid cum Application Form. If the Discount is applicable in the Issue,
the RIIs should indicate the full Bid Amount in the Bid cum Application Form and the payment
shall be made for Bid Amount net of Discount. Only in cases where the RHP/Prospectus indicates
that part payment may be made, such an option can be exercised by the Bidder. In case of Bidders
specifying more than one Bid Option in the Bid cum Application Form, the total Bid Amount may
be calculated for the highest of three options at net price, i.e. Bid price less Discount offered, if
any.
(b) Bidders who Bid at Cut-off price shall deposit the Bid Amount based on the Cap Price.
(c) QIBs and NIIs can participate in the Issue only through the ASBA mechanism.
(d) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either
through the ASBA mechanism or by paying the Bid Amount through a cheque or a demand draft
(“Non-ASBA Mechanism”).
(e) Bid Amount cannot be paid in cash, through money order or through postal order.
4.1.7.1 Instructions for non-ASBA Bidders:
(a) Non-ASBA Bidders may submit their Bids with a member of the Syndicate or any of the
Registered Brokers of the Stock Exchange. The details of Broker Centres along with names and
contact details of the Registered Brokers are provided on the websites of the Stock Exchanges.
(b) For Bids made through a member of the Syndicate: The Bidder may, with the submission of the
Bid cum Application Form, draw a cheque or demand draft for the Bid Amount in favour of the
Escrow Account as specified under the RHP/Prospectus and the Bid cum Application Form and
submit the same to the members of the Syndicate at Specified Locations.
(c) For Bids made through a Registered Broker: The Bidder may, with the submission of the Bid
cum Application Form, draw a cheque or demand draft for the Bid Amount in favour of the
Escrow Account as specified under the RHP/Prospectus and the Bid cum Application Form and
submit the same to the Registered Broker.
(d) If the cheque or demand draft accompanying the Bid cum Application Form is not made favoring
the Escrow Account, the Bid is liable to be rejected.
(e) Payments should be made by cheque, or demand draft drawn on any bank (including a co-
operative bank), which is situated at, and is a member of or sub-member of the bankers’ clearing
house located at the centre where the Bid cum Application Form is submitted. Cheques/bank drafts
drawn on banks not participating in the clearing process may not be accepted and applications
accompanied by such cheques or bank drafts are liable to be rejected.
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(f) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf
of the Bidders until the Designated Date.
(g) Bidders are advised to provide the number of the Bid cum Application Form and PAN on the
reverse of the cheque or bank draft to avoid any possible misuse of instruments submitted.
4.1.7.2 Payment instructions for ASBA Bidders
(a) ASBA Bidders may submit the Bid cum Application Form either
(i) in physical mode to the Designated Branch of an SCSB where the Bidders/Applicants have
ASBA Account; or
(ii) in electronic mode through the internet banking facility offered by an SCSB authorizing
blocking of funds that are available in the ASBA account specified in the Bid cum
Application Form; or
(iii) in physical mode to a member of the Syndicate at the Specified Locations; or
(iv) Registered Brokers of the Stock Exchange.
(b) ASBA Bidders may specify the Bank Account number in the Bid cum Application Form. The Bid
cum Application Form submitted by an ASBA Bidder and which is accompanied by cash, demand
draft, money order, postal order or any mode of payment other than blocked amounts in the ASBA
Account maintained with an SCSB, may not be accepted.
(c) Bidders should ensure that the Bid cum Application Form is also signed by the ASBA Account
holder(s) if the Bidder is not the ASBA Account holder;
(d) Bidders shall note that that for the purpose of blocking funds under ASBA facility clearly
demarcated funds shall be available in the account.
(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
(f) ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum
Application Form is submitted to a member of the Syndicate only at the Specified locations.
ASBA Bidders should also note that Bid cum Application Forms submitted to a member of the
Syndicate at the Specified locations may not be accepted by the Member of the Syndicate if the
SCSB where the ASBA Account, as specified in the Bid cum Application Form, is maintained has
not named at least one branch at that location for the members of the Syndicate to deposit Bid cum
Application Forms (a list of such branches is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).
(g) ASBA Bidders bidding through a Registered Broker should note that Bid cum Application
Forms submitted to the Registered Brokers may not be accepted by the Registered Broker, if the
SCSB where the ASBA Account, as specified in the Bid cum Application Form, is maintained has
not named at least one branch at that location for the Registered Brokers to deposit Bid cum
Application Forms.
(h) ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum Application
Form is submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.
(i) Upon receipt of the Bid cum Application Form, the Designated Branch of the SCSB may verify if
sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the
Bid cum Application Form.
(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent
to the Bid Amount mentioned in the Bid cum Application Form and for application directly
submitted to SCSB by investor, may enter each Bid option into the electronic bidding system as a
separate Bid.
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(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB
may not upload such Bids on the Stock Exchange platform and such bids are liable to be rejected.
(l) Upon submission of a completed Bid cum Application Form each ASBA Bidder may be deemed
to have agreed to block the entire Bid Amount and authorized the Designated Branch of the SCSB
to block the Bid Amount specified in the Bid cum Application Form in the ASBA Account
maintained with the SCSBs.
(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the
Basis of allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares
to the Public Issue Account, or until withdrawal or failure of the Issue, or until withdrawal or
rejection of the Bid, as the case may be.
(n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB; else
their Bids are liable to be rejected.
4.1.7.2.1 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar
to the Issue may provide the following details to the controlling branches of each SCSB,
along with instructions to unblock the relevant bank accounts and for successful
applications transfer the requisite money to the Public Issue Account designated for this
purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted
against each Bid, (ii) the amount to be transferred from the relevant bank account to the
Public Issue Account, for each Bid, (iii) the date by which funds referred to in (ii) above
may be transferred to the Public Issue Account, and (iv) details of rejected ASBA Bids, if
any, along with reasons for rejection and details of withdrawn or unsuccessful Bids, if any,
to enable the SCSBs to unblock the respective bank accounts.
(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the
requisite amount against each successful ASBA Bidder to the Public Issue Account and
may unblock the excess amount, if any, in the ASBA Account.
(c) In the event of withdrawal or rejection of the Bid cum Application Form and for
unsuccessful Bids, the Registrar to the Issue may give instructions to the SCSB to unblock
the Bid Amount in the relevant ASBA Account within 12 Working Days of the Bid/Issue
Closing Date.
4.1.7.3 Additional Payment Instructions for NRIs
The Non-Resident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts
shall use the form meant for Resident Indians (non-repatriation basis). In the case of Bids by NRIs
applying on a repatriation basis, payment shall not be accepted out of NRO Account.
4.1.7.4 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) Bidders applying under RII category, Retail Individual Shareholder and employees are only
eligible for discount. For Discounts offered in the Issue, Bidders may refer to the RHP/Prospectus.
(c) The Bidders entitled to the applicable Discount in the Issue may make payment for an amount i.e.
the Bid Amount less Discount (if applicable).
Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the bidding
system automatically considers such applications for allocation under Non-Institutional Category. These
applications are neither eligible for Discount nor fall under RII category.
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4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS
(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/Application
Form. Bidders/Applicants should ensure that signatures are in one of the languages specified in the
Eighth Schedule to the Constitution of India.
(b) If the ASBA Account is held by a person or persons other than the ASBA Bidder/Applicant., then
the Signature of the ASBA Account holder(s) is also required.
(c) In relation to the ASBA Bids/Applications, signature has to be correctly affixed in the
authorization/undertaking box in the Bid cum Application Form/Application Form, or an
authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in the
ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application
Form/Application Form.
(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without signature
of Bidder/Applicant and /or ASBA Account holder is liable to be rejected.
4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
(a) Bidders should ensure that they receive the acknowledgment duly signed and stamped by a
member of the Syndicate, Registered Broker or SCSB, as applicable, for submission of the Bid
cum Application Form.
(b) Applicants should ensure that they receive the acknowledgment duly signed and stamped by an
Escrow Collection Bank or SCSB, as applicable, for submission of the Application Form.
(c) All communications in connection with Bids/Applications made in the Issue should be addressed
as under:
(i) In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted
equity shares, refund orders, the Bidders/Applicants should contact the Registrar to the
Issue.
(ii) In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the
Bidders/Applicants should contact the relevant Designated Branch of the SCSB.
(iii) In case of queries relating to uploading of Syndicate ASBA Bids, the Bidders/Applicants
should contact the relevant Syndicate Member.
(iv) In case of queries relating to uploading of Bids by a Registered Broker, the

Bidders/Applicants should contact the relevant Registered Broker
(v) Bidder/Applicant may contact the Company Secretary and Compliance Officer or BRLM(s)
in case of any other complaints in relation to the Issue.
(d) The following details (as applicable) should be quoted while making any queries –
(i) full name of the sole or First Bidder/Applicant, Bid cum Application Form number,
Applicants’/Bidders’ DP ID, Client ID, PAN, number of Equity Shares applied for, amount
paid on application.
(ii) name and address of the member of the Syndicate, Registered Broker or the Designated
Branch, as the case may be, where the Bid was submitted-
 In case of Non-ASBA bids cheque or draft number and the name of the issuing bank
thereof
 In case of ASBA Bids, ASBA Account number in which the amount equivalent to
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the Bid Amount was blocked.
For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum
Application Form.
4.2 INSTRUCTIONS FOR FILING THE REVISION FORM
(a) During the Bid/Issue Period, any Bidder/Applicant (other than QIBs and NIIs, who can only revise
their bid upwards) who has registered his or her interest in the Equity Shares at a particular price
level is free to revise his or her Bid within the Price Band using the Revision Form, which is a part
of the Bid cum Application Form.
(b) RII may revise their bids till closure of the bidding period or withdraw their bids until finalization
of allotment.
(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using
the Revision Form.
(d) The Bidder/Applicant can make this revision any number of times during the Bid/ Issue Period.
However, for any revision(s) in the Bid, the Bidders/Applicants will have to use the services of the
same member of the Syndicate, the Registered Broker or the SCSB through which such
Bidder/Applicant had placed the original Bid. Bidders/Applicants are advised to retain copies of
the blank Revision Form and the Bid(s) must be made only in such Revision Form or copies
thereof.
A sample Revision form is reproduced below:
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Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision Form.
Other than instructions already highlighted at paragraph 4.1 above, point wise instructions regarding
filling up various fields of the Revision Form are provided below:
4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST

BIDDER/APPLICANT, PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY
ACCOUNT DETAILS OF THE BIDDER/APPLICANT
Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
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4.2.2 FIELD 4 & 5: BID OPTIONS REVISION ‘FROM’ AND ‘TO’
(a) Apart from mentioning the revised options in the Revision Form, the Bidder/Applicant must also
mention the details of all the bid options given in his or her Bid cum Application Form or earlier
Revision Form. For example, if a Bidder/Applicant has Bid for three options in the Bid cum
Application Form and such Bidder/Applicant is changing only one of the options in the Revision
Form, the Bidder/Applicant must still fill the details of the other two options that are not being
revised, in the Revision Form. The members of the Syndicate, the Registered Brokers and the
Designated Branches of the SCSBs may not accept incomplete or inaccurate Revision Forms.
(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order as
provided in the Bid cum Application Form.
(c) In case of revision of Bids by RIIs, Employees and Retail Individual Shareholders, such
Bidders/Applicants should ensure that the Bid Amount, subsequent to revision, does not exceed `
200,000. In case the Bid Amount exceeds ` 200,000 due to revision of the Bid or for any other
reason, the Bid may be considered, subject to eligibility, for allocation under the Non-Institutional
Category, not being eligible for Discount (if applicable) and such Bid may be rejected if it is at the
Cut-off Price. The Cut-off Price option is given only to the RIIs, Employees and Retail Individual
Shareholders indicating their agreement to Bid for and purchase the Equity Shares at the Issue
Price as determined at the end of the Book Building Process.
(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds ` 200,000,
the Bid will be considered for allocation under the Non-Institutional Portion in terms of the
RHP/Prospectus. If, however, the RII does not either revise the Bid or make additional payment
and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity
Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional
payment would be required from the RII and the RII is deemed to have approved such revised Bid
at Cut-off Price.
(e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the
Reservation Portion, who have bid at the Cut-off Price could either revise their Bid or the excess
amount paid at the time of bidding may be unblocked in case of ASBA Bidders or refunded from
the Escrow Account in case of non-ASBA Bidder.
4.2.3 FIELD 6: PAYMENT DETAILS
(a) With respect to the Bids, other than Bids submitted by ASBA Bidders/Applicants, any revision of
the Bid should be accompanied by payment in the form of cheque or demand draft for the amount,
if any, to be paid on account of the upward revision of the Bid.
(b) All Bidders/Applicants are required to make payment of the full Bid Amount (less Discount (if
applicable) along with the Bid Revision Form. In case of Bidders/Applicants specifying more than
one Bid Option in the Bid cum Application Form, the total Bid Amount may be calculated for the
highest of three options at net price, i.e. Bid price less discount offered, if any.
(c) In case of Bids submitted by ASBA Bidder/Applicant, Bidder/Applicant may Issue instructions to
block the revised amount based on cap of the revised Price Band (adjusted for the Discount (if
applicable) in the ASBA Account, to the same member of the Syndicate/Registered Broker or the
same Designated Branch (as the case may be) through whom such Bidder/Applicant had placed
the original Bid to enable the relevant SCSB to block the additional Bid Amount, if any.
(d) In case of Bids, other than ASBA Bids, Bidder/Applicant, may make additional payment based on
the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus
additional payment does not exceed ` 200,000 if the Bidder/Applicant wants to continue to Bid at
the Cut-off Price), with the members of the Syndicate / Registered Broker to whom the original
Bid was submitted.
(e) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional
payment) exceeds ` 200,000, the Bid may be considered for allocation under the Non-Institutional
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Category in terms of the RHP/Prospectus. If, however, the Bidder/Applicant does not either revise
the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band
prior to revision, the number of Equity Shares Bid for may be adjusted downwards for the purpose
of allotment, such that no additional payment is required from the Bidder/Applicant and the
Bidder/Applicant is deemed to have approved such revised Bid at the Cut-off Price.
(f) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual
Shareholders, who have bid at the Cut-off Price, could either revise their Bid or the excess amount
paid at the time of bidding may be unblocked in case of ASBA Bidders/Applicants or refunded
from the Escrow Account in case of non-ASBA Bidder/Applicant.
4.2.4 FIELDS 7 : SIGNATURES AND ACKNOWLEDGEMENTS
Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.
4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN
THROUGH THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE)
4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANT,

PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF THE
BIDDER/APPLICANT
Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT
(a) The Issuer may mention Price or Price band in the draft Prospectus. However a prospectus
registered with RoC contains one price or coupon rate (as applicable).
(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead Manager to
the Issue (LM) may decide the minimum number of Equity Shares for each Bid to ensure that the
minimum application value is within the range of ` 10,000 to ` 15,000. The minimum Lot size is
accordingly determined by an Issuer on basis of such minimum application value.
(c) Applications by RIIs, Employees and Retail Individual Shareholders, must be for such number of
shares so as to ensure that the application amount payable does not exceed ` 200,000.
(d) Applications by other investors must be for such minimum number of shares such that the
application amount exceeds ` 200,000 and in multiples of such number of Equity Shares
thereafter, as may be disclosed in the application form and the Prospectus, or as advertised by the
Issuer, as the case may be.
(e) An application cannot be submitted for more than the Issue size.
(f) The maximum application by any Applicant should not exceed the investment limits prescribed for
them under the applicable laws.
(g) Multiple Applications: An Applicant should submit only one Application Form. Submission of a
second Application Form to either the same or to Collection Bank(s) or SCSB and duplicate copies
of Application Forms bearing the same application number shall be treated as multiple applications
and are liable to be rejected.
(h) Applicants are requested to note the following procedures may be followed by the Registrar to the
Issue to detect multiple applications:
(i) All applications may be checked for common PAN as per the records of the Depository.
For Applicants other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN
may be treated as multiple applications by a Bidder/Applicant and may be rejected.
(ii) For applications from Mutual Funds and FII sub-accounts, submitted under the same PAN,
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as well as Bids on behalf of the PAN Exempted Applicants, the Application Forms may be
checked for common DP ID and Client ID. In any such applications which have the same
DP ID and Client ID, these may be treated as multiple applications and may be rejected.
(i) The following applications may not be treated as multiple Bids:
(i) Applications by Reserved Categories in their respective reservation portion as well as that
made by them in the Net Issue portion in public category.
(ii) Separate applications by Mutual Funds in respect of more than one scheme of the Mutual
Fund provided that the Applications clearly indicate the scheme for which the Bid has been
made.
(iii) Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts)
submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs.
4.3.3 FIELD NUMBER 5 : CATEGORY OF APPLICANTS
(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the purpose of
Bidding, allocation and allotment in the Issue are RIIs, individual applicants other than RII’s and
other investors (including corporate bodies or institutions, irrespective of the number of specified
securities applied for).
(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI
ICDR Regulations, 2009. For details of any reservations made in the Issue, applicants may refer to
the Prospectus.
(c) The SEBI ICDR Regulations, 2009 specify the allocation or allotment that may be made to various
categories of applicants in an Issue depending upon compliance with the eligibility conditions.
Details pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue
specific details in relation to allocation applicant may refer to the Prospectus.
4.3.4 FIELD NUMBER 6: INVESTOR STATUS
Applicants should refer to instructions contained in paragraphs 4.1.6.
4.3.5 FIELD 7: PAYMENT DETAILS
(a) All Applicants are required to make payment of the full Amount (net of any Discount, as
applicable) along-with the Application Form. If the Discount is applicable in the Issue, the RIIs
should indicate the full Amount in the Application Form and the payment shall be made for an
Amount net of Discount. Only in cases where the Prospectus indicates that part payment may be
made, such an option can be exercised by the Applicant.
(b) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either
through the ASBA mechanism or by paying the Bid Amount through a cheque or a demand draft
(“Non-ASBA Mechanism”).
(c) Application Amount cannot be paid in cash, through money order or through postal order or
through stock invest.
4.3.5.1 Instructions for non-ASBA Applicants:
(a) Non-ASBA Applicants may submit their Application Form with the Collection Bank(s).
(b) For Applications made through a Collection Bank(s): The Applicant may, with the submission of
the Application Form, draw a cheque or demand draft for the Bid Amount in favor of the Escrow
Account as specified under the Prospectus and the Application Form and submit the same to the
escrow Collection Bank(s).
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(c) If the cheque or demand draft accompanying the Application Form is not made favoring the
Escrow Account, the form is liable to be rejected.
(d) Payments should be made by cheque, or demand draft drawn on any bank (including a co-
operative bank), which is situated at, and is a member of or sub-member of the bankers’ clearing
house located at the centre where the Application Form is submitted. Cheques/bank drafts drawn
on banks not participating in the clearing process may not be accepted and applications
accompanied by such cheques or bank drafts are liable to be rejected.
(e) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf
of the Applicants until the Designated Date.
(f) Applicants are advised to provide the number of the Application Form and PAN on the reverse of
the cheque or bank draft to avoid any possible misuse of instruments submitted.
4.3.5.2 Payment instructions for ASBA Applicants
(a) ASBA Applicants may submit the Application Form in physical mode to the Designated Branch of
an SCSB where the Applicants have ASBA Account.
(b) ASBA Applicants may specify the Bank Account number in the Application Form. The
Application Form submitted by an ASBA Applicant and which is accompanied by cash, demand
draft, money order, postal order or any mode of payment other than blocked amounts in the ASBA
Account maintained with an SCSB, may not be accepted.
(c) Applicants should ensure that the Application Form is also signed by the ASBA Account holder(s)
if the Applicant is not the ASBA Account holder;
(d) Applicants shall note that that for the purpose of blocking funds under ASBA facility clearly
demarcated funds shall be available in the account.
(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
(f) ASBA Applicants bidding directly through the SCSBs should ensure that the Application Form is
submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.
(g) Upon receipt of the Application Form, the Designated Branch of the SCSB may verify if sufficient
funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form.
(h) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent
to the Application Amount mentioned in the Application Form and may upload the details on the
Stock Exchange Platform.
(i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB
may not upload such Applications on the Stock Exchange platform and such Applications are
liable to be rejected.
(j) Upon submission of a completed Application Form each ASBA Applicant may be deemed to have
agreed to block the entire Application Amount and authorized the Designated Branch of the SCSB
to block the Application Amount specified in the Application Form in the ASBA Account
maintained with the SCSBs.
(k) The Application Amount may remain blocked in the aforesaid ASBA Account until finalisation of
the Basis of allotment and consequent transfer of the Application Amount against the Allotted
Equity Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until
withdrawal or rejection of the Application, as the case may be.
(l) SCSBs applying in the Issue must apply through an ASBA Account maintained with any other
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SCSB; else their Applications are liable to be rejected.
4.3.5.2.1 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar
to the Issue may provide the following details to the controlling branches of each SCSB,
along with instructions to unblock the relevant bank accounts and for successful
applications transfer the requisite money to the Public Issue Account designated for this
purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted
against each Application, (ii) the amount to be transferred from the relevant bank account to
the Public Issue Account, for each Application, (iii) the date by which funds referred to in
(ii) above may be transferred to the Public Issue Account, and (iv) details of rejected ASBA
Applications, if any, along with reasons for rejection and details of withdrawn or
unsuccessful Applications, if any, to enable the SCSBs to unblock the respective bank
accounts.
(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the
requisite amount against each successful ASBA Application to the Public Issue Account
and may unblock the excess amount, if any, in the ASBA Account.
(c) In the event of withdrawal or rejection of the Application Form and for unsuccessful
Applications, the Registrar to the Issue may give instructions to the SCSB to unblock the
Application Amount in the relevant ASBA Account within 12 Working Days of the Issue
Closing Date.
4.3.5.3 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) RIIs, Employees and Retail Individual Shareholders are only eligible for discount. For Discounts
offered in the Issue, applicants may refer to the Prospectus.
(c) The Applicants entitled to the applicable Discount in the Issue may make payment for an amount
i.e. the Application Amount less Discount (if applicable).
4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS &

ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.
4.4 SUBMISSION OF BID CUM APPLICATION FORM/ REVISION FORM/APPLICATION FORM
4.4.1 Bidders/Applicants may submit completed Bid-cum-application form / Revision Form in the
following manner:-
Mode of Application Submission of Bid cum Application Form

Non-ASBA 1) To members of the Syndicate at the Specified Locations mentioned in the Bid
Application cum Application Form
2) To Registered Brokers
ASBA Application (a) To members of the Syndicate in the Specified Locations or Registered Brokers
at the Broker Centres
(b) To the Designated branches of the SCSBs where the ASBA Account is
maintained
(a) Bidders/Applicants should not submit the bid cum application forms/ Revision Form directly to the
escrow collection banks. Bid cum Application Form/ Revision Form submitted to the escrow
collection banks are liable for rejection.
(b) Bidders/Applicants should submit the Revision Form to the same member of the Syndicate, the
Registered Broker or the SCSB through which such Bidder/Applicant had placed the original Bid.
(c) Upon submission of the Bid-cum-Application Form, the Bidder/Applicant will be deemed to have
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authorized the Issuer to make the necessary changes in the RHP and the Bid cum Application
Form as would be required for filing Prospectus with the Registrar of Companies (RoC) and as
would be required by the RoC after such filing, without prior or subsequent notice of such changes
to the relevant Bidder/Applicant.
(d) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid-cum-
Application Form will be considered as the application form.
SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE
Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or
above the Floor Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of
SEBI ICDR Regulations, 2009. The Issue Price is finalised after the Bid/Issue Closing Date. Valid Bids received
at or above the Issue Price are considered for allocation in the Issue, subject to applicable regulations and other
terms and conditions.
5.1 SUBMISSION OF BIDS
(a) During the Bid/Issue Period, ASBA Bidders/Applicants may approach the members of the
Syndicate at the Specified Cities or any of the Registered Brokers or the Designated Branches to
register their Bids. Non-ASBA Bidders/Applicants who are interested in subscribing for the Equity
Shares should approach the members of the Syndicate or any of the Registered Brokers, to register
their Bid.
(b) Non-ASBA Bidders/Applicants (RIIs, Employees and Retail Individual Shareholders) bidding at
Cut-off Price may submit the Bid cum Application Form along with a cheque/demand draft for the
Bid Amount less discount (if applicable) based on the Cap Price with the members of the
Syndicate/ any of the Registered Brokers to register their Bid.
(c) In case of ASBA Bidders/Applicants (excluding NIIs and QIBs) bidding at Cut-off Price, the
ASBA Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap Price
less discount (if applicable). ASBA Bidders/Applicants may approach the members of the
Syndicate or any of the Registered Brokers or the Designated Branches to register their Bids.
(d) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders/Applicants are requested to refer to the RHP.
5.2 ELECTRONIC REGISTRATION OF BIDS
(a) The Syndicate, the Registered Brokers and the SCSBs may register the Bids using the on-line
facilities of the Stock Exchanges. The Syndicate, the Registered Brokers and the Designated
Branches of the SCSBs can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the on-line facilities
for Book Building on a regular basis before the closure of the issue.
(b) On the Bid/Issue Closing Date, the Syndicate, the Registered Broker and the Designated Branches
of the SCSBs may upload the Bids till such time as may be permitted by the Stock Exchanges.
(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/
Allotment. The members of the Syndicate, the Registered Brokers and the SCSBs are given up to
one day after the Bid/Issue Closing Date to modify select fields uploaded in the Stock Exchange
Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid information
to the Registrar for validation of the electronic bid details with the Depository’s records.
5.3 BUILD UP OF THE BOOK
(a) Bids received from various Bidders/Applicants through the Syndicate, Registered Brokers and the
SCSBs may be electronically uploaded on the Bidding Platform of the Stock Exchanges’ on a
regular basis. The book gets built up at various price levels. This information may be available
with the BRLMs at the end of the Bid/Issue Period.
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(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform, a
graphical representation of consolidated demand and price as available on the websites of the
Stock Exchanges may be made available at the bidding centres during the Bid/Issue Period.
5.4 WITHDRAWAL OF BIDS
(a) RIIs can withdraw their Bids until finalization of Basis of Allotment. In case a RII applying
through the ASBA process wishes to withdraw the Bid during the Bid/Issue Period, the same can
be done by submitting a request for the same to the concerned SCSB or the Syndicate Member or
the Registered Broker, as applicable, who shall do the requisite, including unblocking of the funds
by the SCSB in the ASBA Account.
(b) In case a RII wishes to withdraw the Bid after the Bid/Issue Period, the same can be done by
submitting a withdrawal request to the Registrar to the Issue until finalization of Basis of
Allotment. The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA
Account on the Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their
Bids at any stage.
5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS
(a) The members of the Syndicate, the Registered Broker and/or SCSBs are individually responsible
for the acts, mistakes or errors or omission in relation to
(i) the Bids accepted by the members of the Syndicate, the Registered Broker and the SCSBs,
(ii) the Bids uploaded by the members of the Syndicate, the Registered Broker and the SCSBs,
(iii) the Bid cum application forms accepted but not uploaded by the members of the Syndicate,
the Registered Broker and the SCSBs, or
(iv) With respect to Bids by ASBA Bidders/Applicants, Bids accepted and uploaded by SCSBs
without blocking funds in the ASBA Accounts. It may be presumed that for Bids uploaded
by the SCSBs, the Bid Amount has been blocked in the relevant Account.
(b) The BRLMs and their affiliate Syndicate Members, as the case may be, may reject Bids if all the
information required is not provided and the Bid cum Application Form is incomplete in any
respect.
(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in
the ASBA account or on technical grounds.
(d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors); and
(ii) BRLMs and their affiliate Syndicate Members (only in the specified locations) have the right
to reject bids. However, such rejection shall be made at the time of receiving the Bid and only after
assigning a reason for such rejection in writing.
(e) All bids by QIBs, NIIs & RIIs Bids can be rejected on technical grounds listed herein.
5.5.1 GROUNDS FOR TECHNICAL REJECTIONS
Bid cum Application Forms/Application Form can be rejected on the below mentioned technical grounds
either at the time of their submission to the (i) authorised agents of the BRLMs, (ii) Registered Brokers,
or (iii) SCSBs, or (iv) Collection Bank(s), or at the time of finalisation of the Basis of Allotment.
Bidders/Applicants are advised to note that the Bids/Applications are liable to be rejected, inter-alia, on
the following grounds, which have been detailed at various placed in this GID:-
(a) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as
amended, (other than minors having valid Depository Account as per Demographic Details
provided by Depositories);
(b) Bids/Applications by OCBs;
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(c) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm.
However, a limited liability partnership can apply in its own name;
(d) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust etc.,
relevant documents are not being submitted along with the Bid cum application form/Application
Form;
(e) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly or
indirectly by SEBI or any other regulatory authority;
(f) Bids/Applications by any person outside India if not in compliance with applicable foreign and
Indian laws;
(g) DP ID and Client ID not mentioned in the Bid cum Application Form/Application Form;
(h) PAN not mentioned in the Bid cum Application Form/Application Form except for
Bids/Applications by or on behalf of the Central or State Government and officials appointed by
the court and by the investors residing in the State of Sikkim, provided such claims have been
verified by the Depository Participant;
(i) In case no corresponding record is available with the Depositories that matches the DP ID, the
Client ID and the PAN;
(j) Bids/Applications for lower number of Equity Shares than the minimum specified for that category
of investors;
(k) Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than the
Cap Price;
(l) Bids/Applications at Cut-off Price by NIIs and QIBs;
(m) Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid
for. With respect to Bids/Applications by ASBA Bidders, the amounts mentioned in the Bid cum
Application Form/Application Form does not tally with the amount payable for the value of the
Equity Shares Bid/Applied for;
(n) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by the
regulations;
(o) In relation to ASBA Bids/Applications, submission of more than five Bid cum Application
Forms/Application Form as per ASBA Account;
(p) Bids/Applications for a Bid/Application Amount of more than ` 200,000 by RIIs by applying
through non-ASBA process;
(q) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares which are
not in multiples as specified in the RHP;
(r) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;
(s) Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants within
the time prescribed as per the Bid cum Application Forms/Application Form, Bid/Issue Opening
Date advertisement and as per the instructions in the RHP and the Bid cum Application Forms;
(t) With respect to ASBA Bids/Applications, inadequate funds in the bank account to block the
Bid/Application Amount specified in the Bid cum Application Form/ Application Form at the time
of blocking such Bid/Application Amount in the bank account;
(u) Bids/Applications where sufficient funds are not available in Escrow Accounts as per final
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certificate from the Escrow Collection Banks;
(v) With respect to ASBA Bids/Applications, where no confirmation is received from SCSB for
blocking of funds;
(w) Bids/Applications by QIBs (other than Anchor Investors) and Non Institutional Bidders not
submitted through ASBA process or Bids/Applications by QIBs (other than Anchor Investors) and
Non Institutional Bidders accompanied with cheque(s) or demand draft(s);
(x) ASBA Bids/Applications submitted to a BRLM at locations other than the Specified Cities and
Bid cum Application Forms/Application Forms, under the ASBA process, submitted to the Escrow
Collecting Banks (assuming that such bank is not a SCSB where the ASBA Account is
maintained), to the issuer or the Registrar to the Issue;
(y) Bids/Applications not uploaded on the terminals of the Stock Exchanges; and
(z) Bids/Applications by SCSBs wherein a separate account in its own name held with any other
SCSB is not mentioned as the ASBA Account in the Bid cum Application Form/Application Form.
5.6 BASIS OF ALLOCATION
(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to
various categories of Bidders/Applicants in an Issue depending on compliance with the eligibility
conditions. Certain details pertaining to the percentage of Issue size available for allocation to each
category is disclosed overleaf of the Bid cum Application Form and in the RHP / Prospectus. For
details in relation to allocation, the Bidder/Applicant may refer to the RHP / Prospectus.
(b) Under-subscription in Retail Category is allowed to be met with spill-over from any other category
or combination of categories at the discretion of the Issuer and in consultation with the BRLMs
and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, 2009.
Unsubscribed portion in QIB category is not available for subscription to other categories.
(c) In case of under subscription in the Net Issue, spill-over to the extent of such under-subscription
may be permitted from the Reserved Portion to the Net Issue. For allocation in the event of an
under-subscription applicable to the Issuer, Bidders/Applicants may refer to the RHP.
(d) Illustration of the Book Building and Price Discovery Process
Bidders should note that this example is solely for illustrative purposes and is not specific to the
Issue; it also excludes bidding by Anchor Investors.
Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ` 20 to `
24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of
which are shown in the table below. The illustrative book given below shows the demand for the
Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.
Bid Quantity Bid Amount (`) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer
is able to Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., `
22 in the above example. The Issuer, in consultation with the BRLMs, may finalise the Issue Price
at or below such Cut-Off Price, i.e., at or below ` 22. All Bids at or above this Issue Price and cut-
off Bids are valid Bids and are considered for allocation in the respective categories.
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(e) Alternate Method of Book Building
In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the Floor
Price is specified for the purposes of bidding (“Alternate Book Building Process”).
The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one
Working Day prior to the Bid/Issue Opening Date. QIBs may Bid at a price higher than the Floor
Price and the Allotment to the QIBs is made on a price priority basis. The Bidder with the highest
Bid Amount is allotted the number of Equity Shares Bid for and then the second highest Bidder is
Allotted Equity Shares and this process continues until all the Equity Shares have been allotted.
RIIs, NIIs and Employees are Allotted Equity Shares at the Floor Price and allotment to these
categories of Bidders is made proportionately. If the number of Equity Shares Bid for at a price is
more than available quantity then the allotment may be done on a proportionate basis. Further, the
Issuer may place a cap either in terms of number of specified securities or percentage of issued
capital of the Issuer that may be allotted to a single Bidder, decide whether a Bidder be allowed to
revise the bid upwards or downwards in terms of price and/or quantity and also decide whether a
Bidder be allowed single or multiple bids.
SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE
Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price is
mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so
submitted is considered as the application form.
Applicants may only use the specified Application Form for the purpose of making an Application in terms of
the Prospectus which may be submitted through Syndicate Members/SCSB and/or Bankers to the Issue or
Registered Broker.
ASBA Applicants may submit an Application Form either in physical form to the Syndicate Members or
Registered Brokers or the Designated Branches of the SCSBs or in the electronic form to the SCSB or the
Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account specified
in the Application Form only (“ASBA Account”). The Application Form is also made available on the websites
of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date.
In a fixed price Issue, allocation in the net offer to the public category is made as follows: minimum fifty per
cent to Retail Individual Investors; and remaining to (i) individual investors other than Retail Individual
Investors; and (ii) other Applicants including corporate bodies or institutions, irrespective of the number of
specified securities applied for. The unsubscribed portion in either of the categories specified above may be
allocated to the Applicants in the other category.
For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant
section the GID.
SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The allotment of Equity Shares to Bidders/Applicants other than Retail Individual Investors and Anchor
Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may
refer to RHP/Prospectus. No Retail Individual Investor is will be allotted less than the minimum Bid Lot subject
to availability of shares in Retail Individual Investor Category and the remaining available shares, if any will be
allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90.00% of the
Issue (excluding any Offer for Sale of specified securities). However, in case the Issue is in the nature of Offer
for Sale only, then minimum subscription may not be applicable. The requirement for minimum subscription is
not applicable to the Offer for Sale.
7.1 ALLOTMENT TO RIIs
Bids received from the RIIs at or above the Issue Price may be grouped together to determine the total
demand under this category. If the aggregate demand in this category is less than or equal to the Retail
Category at or above the Issue Price, full Allotment may be made to the RIIs to the extent of the valid
Bids. If the aggregate demand in this category is greater than the allocation to in the Retail Category at or
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above the Issue Price, then the maximum number of RIIs who can be Allotted the minimum Bid Lot will
be computed by dividing the total number of Equity Shares available for Allotment to RIIs by the
minimum Bid Lot (“Maximum RII Allottees”). The Allotment to the RIIs will then be made in the
following manner:
(a) In the event the number of RIIs who have submitted valid Bids in the Issue is equal to or less than
Maximum RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii) the
balance available Equity Shares, if any, remaining in the Retail Category shall be Allotted on a
proportionate basis to the RIIs who have received Allotment as per (i) above for the balance
demand of the Equity Shares Bid by them (i.e. who have Bid for more than the minimum Bid Lot).
(b) In the event the number of RIIs who have submitted valid Bids in the Issue is more than Maximum
RII Allottees, the RIIs (in that category) who will then be allotted minimum Bid Lot shall be
determined on the basis of draw of lots.
7.2 ALLOTMENT TO NIIs
Bids received from NIIs at or above the Issue Price may be grouped together to determine the total
demand under this category. The allotment to all successful NIIs may be made at or above the Issue Price.
If the aggregate demand in this category is less than or equal to the Non-Institutional Category at or above
the Issue Price, full allotment may be made to NIIs to the extent of their demand. In case the aggregate
demand in this category is greater than the Non-Institutional Category at or above the Issue Price,
allotment may be made on a proportionate basis up to a minimum of the Non-Institutional Category.
7.3 ALLOTMENT TO QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR
Regulations, 2009 or RHP / Prospectus. Bids received from QIBs bidding in the QIB Category (net of
Anchor Portion) at or above the Issue Price may be grouped together to determine the total demand under
this category. The QIB Category may be available for allotment to QIBs who have Bid at a price that is
equal to or greater than the Issue Price. Allotment may be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5.00% of the QIB Category may be
determined as follows: (i) In the event that Bids by Mutual Fund exceeds 5.00% of the QIB
Category, allocation to Mutual Funds may be done on a proportionate basis for up to 5.00% of the
QIB Category; (ii) In the event that the aggregate demand from Mutual Funds is less than 5.00%
of the QIB Category then all Mutual Funds may get full allotment to the extent of valid Bids
received above the Issue Price; and (iii) Equity Shares remaining unsubscribed, if any and not
allocated to Mutual Funds may be available for allotment to all QIBs as set out at paragraph 7.4(b)
below;
(b) In the second instance, allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue Price
may be Allotted Equity Shares on a proportionate basis for up to 95.00% of the QIB Category; (ii)
Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity
Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with
other QIBs; and (iii) Under-subscription below 5.00% of the QIB Category, if any, from Mutual
Funds, may be included for allocation to the remaining QIBs on a proportionate basis.
7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at
the discretion of the issuer subject to compliance with the following requirements:
(i) not more than 60.00% of the QIB Portion will be allocated to Anchor Investors;
(ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the price at
which allocation is being done to other Anchor Investors; and
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(iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:
 a maximum number of two Anchor Investors for allocation up to ` 100 million;
 a minimum number of two Anchor Investors and maximum number of 15 Anchor
Investors for allocation of more than ` 100 million and up to ` 2500 million subject
to minimum allotment of ` 50 million per such Anchor Investor; and
 a minimum number of five Anchor Investors and maximum number of 25 Anchor
Investors for allocation of more than ` 2500 million subject to minimum allotment
of ` 50 million per such Anchor Investor.
(b) A physical book is prepared by the Registrar on the basis of the Bid cum Application Forms
received from Anchor Investors. Based on the physical book and at the discretion of the issuer in
consultation with the BRLMs, selected Anchor Investors will be sent a CAN and if required, a
revised CAN.
(c) In the event that the Issue Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the
number of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the
balance amount. Anchor Investors are then required to pay any additional amounts, being the
difference between the Issue Price and the Anchor Investor Allocation Price, as indicated in the
revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors.
(d) In the event the Issue Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIIs AND
RESERVED CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE
In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in
consultation with the Designated Stock Exchange in accordance with the SEBI ICDR Regulations, 2009.
The allocation may be made in marketable lots, on a proportionate basis as explained below:
(a) Bidders may be categorized according to the number of Equity Shares applied for;
(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at on
a proportionate basis, which is the total number of Equity Shares applied for in that category
(number of Bidders in the category multiplied by the number of Equity Shares applied for)
multiplied by the inverse of the over-subscription ratio;
(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a
proportionate basis, which is total number of Equity Shares applied for by each Bidder in that
category multiplied by the inverse of the over-subscription ratio;
(d) In all Bids where the proportionate allotment is less than the minimum bid lot decided per Bidder,
the allotment may be made as follows: the successful Bidders out of the total Bidders for a
category may be determined by a draw of lots in a manner such that the total number of Equity
Shares Allotted in that category is equal to the number of Equity Shares calculated in accordance
with (b) above; and each successful Bidder may be Allotted a minimum of such Equity Shares
equal to the minimum Bid Lot finalised by the Issuer;
(e) If the proportionate allotment to a Bidder is a number that is more than the minimum Bid lot but is
not a multiple of one (which is the marketable lot), the decimal may be rounded off to the higher
whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it may be rounded
off to the lower whole number. Allotment to all bidders in such categories may be arrived at after
such rounding off; and
(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity
Shares Allotted to the Bidders in that category, the remaining Equity Shares available for allotment
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may be first adjusted against any other category, where the Allotted Equity Shares are not
sufficient for proportionate allotment to the successful Bidders in that category. The balance
Equity Shares, if any, remaining after such adjustment may be added to the category comprising
Bidders applying for minimum number of Equity Shares.
7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES
(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds
represented by allocation of Equity Shares (other than ASBA funds with the SCSBs) from the
Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account with
the Bankers to the Issue. The balance amount after transfer to the Public Issue Account shall be
transferred to the Refund Account. Payments of refund to the Bidders shall also be made from the
Refund Account as per the terms of the Escrow Agreement and the RHP.
(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock
Exchange, the Registrar shall upload the same on its website. On the basis of the approved Basis of
Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment and credit of
Equity Shares. Bidders/Applicants are advised to instruct their Depository Participant to
accept the Equity Shares that may be allotted to them pursuant to the Issue.
Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice
to the Bidders/Applicants who have been Allotted Equity Shares in the Issue.
(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.
(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the successful
Bidders/Applicants Depository Account will be completed within 12 Working Days of the Bid/
Issue Closing Date. The Issuer also ensures the credit of shares to the successful Applicant’s
depository account is completed within two Working Days from the date of Allotment, after the
funds are transferred from the Escrow Account to the Public Issue Account on the Designated
Date.
SECTION 8: INTEREST AND REFUNDS
8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING
The Issuer may ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within 12 Working Days of the Bid/Issue
Closing Date. The Registrar to the Issue may give instructions for credit to Equity Shares the beneficiary
account with DPs, and dispatch the Allotment Advice within 12 Working Days of the Bid/Issue Closing
Date.
8.2 GROUNDS FOR REFUND
8.2.1 NON RECEIPT OF LISTING PERMISSION
An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an official
quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought are
disclosed in RHP/Prospectus. The Designated Stock Exchange may be as disclosed in the
RHP/Prospectus with which the Basis of Allotment may be finalised.
If the Issuer fails to make application to the Stock Exchange(s) and obtain permission for listing of the
Equity Shares, in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer
may be punishable with a fine which shall not be less than five lakh rupees but which may extend to fifty
lakh rupees and every officer of the Issuer who is in default shall be punishable with imprisonment for a
term which may extend to one year or with fine which shall not be less than fifty thousand rupees but
which may extend to three lakh rupees, or with both.
If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of
the Stock Exchange(s), the Issuer may forthwith repay, without interest, all moneys received from the
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Bidders/Applicants in pursuance of the RHP/Prospectus.
If such money is not repaid within the eight days after the Issuer becomes liable to repay it, then the
Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of eight
days, be liable to repay the money, with interest at such rate, as prescribed under Section 73 of the
Companies Act, and as disclosed in the RHP/Prospectus.
8.2.2 NON RECEIPT OF MINIMUM SUBSCIPTION
If the Issuer does not receive a minimum subscription of 90.00% of the Net Issue (excluding any offer for
sale of specified securities), including devolvement to the Underwriters, within 60 days from the
Bid/Issue Closing Date, the Issuer may forthwith, without interest refund the entire subscription amount
received. In case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be
applicable.
If there is a delay beyond the prescribed time, then the Issuer and every director of the Issuer who is an
officer in default may be liable to repay the money, with interest at the rate of 15.00% per annum.
8.2.3 MINIMUM NUMBER OF ALLOTTEES
The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be allotted
may not be less than 1,000 failing which the entire application monies may be refunded forthwith.
8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING
In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for an
Issue under Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to allot at least 75.00% of the
Net Issue to QIBs, in such case full subscription money is to be refunded.
8.3 MODE OF REFUND
(a) In case of ASBA Bids/Applications: Within 12 Working Days of the Bid/Issue Closing Date, the
Registrar to the Issue may give instructions to SCSBs for unblocking the amount in ASBA
Account on unsuccessful Bid/Application and also for any excess amount blocked on
Bidding/Application.
(b) In case of Non-ASBA Bid/Applications: Within 12 Working Days of the Bid/Issue Closing Date,
the Registrar to the Issue may dispatch the refund orders for all amounts payable to unsuccessful
Bidders/Applicants and also for any excess amount paid on Bidding/Application, after adjusting
for allocation/ allotment to Bidders/Applicants.
(c) In case of non-ASBA Bidders/Applicants, the Registrar to the Issue may obtain from the
depositories the Bidders/Applicants’ bank account details, including the MICR code, on the basis
of the DP ID, Client ID and PAN provided by the Bidders/Applicants in their Bid cum Application
Forms for refunds. Accordingly, Bidders/Applicants are advised to immediately update their
details as appearing on the records of their DPs. Failure to do so may result in delays in dispatch of
refund orders or refunds through electronic transfer of funds, as applicable, and any such delay
may be at the Bidders/Applicants’ sole risk and neither the Issuer, the Registrar to the Issue, the
Escrow Collection Banks, or the Syndicate, may be liable to compensate the Bidders/Applicants
for any losses caused to them due to any such delay, or liable to pay any interest for such delay.
(d) In the case of Bids from Eligible NRIs and FIIs, refunds, if any, may generally be payable in
Indian Rupees only and net of bank charges and/or commission. If so desired, such payments in
Indian Rupees may be converted into U.S. Dollars or any other freely convertible currency as may
be permitted by the RBI at the rate of exchange prevailing at the time of remittance and may be
dispatched by registered post. The Issuer may not be responsible for loss, if any, incurred by the
Bidder/Applicant on account of conversion of foreign currency.
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8.3.1 Mode of making refunds for Bidders/Applicants other than ASBA Bidders/Applicants
The payment of refund, if any, may be done through various modes as mentioned below:
(a) NECS—Payment of refund may be done through NECS for Bidders/Applicants having an account
at any of the centers specified by the RBI. This mode of payment of refunds may be subject to
availability of complete bank account details including the nine-digit MICR code of the
Bidder/Applicant as obtained from the Depository;
(b) NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the
Bidders/Applicants’ bank is NEFT enabled and has been assigned the Indian Financial System
Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC Code may
be obtained from the website of RBI as at a date prior to the date of payment of refund, duly
mapped with MICR numbers. Wherever the Bidders/Applicants have registered their nine-digit
MICR number and their bank account number while opening and operating the demat account, the
same may be duly mapped with the IFSC Code of that particular bank branch and the payment of
refund may be made to the Bidders/Applicants through this method. In the event NEFT is not
operationally feasible, the payment of refunds may be made through any one of the other modes as
discussed in this section;
(c) Direct Credit—Bidders/Applicants having their bank account with the Refund Banker may be
eligible to receive refunds, if any, through direct credit to such bank account;
(d) RTGS—Bidders/Applicants having a bank account at any of the centers notified by SEBI where
clearing houses are managed by the RBI, may have the option to receive refunds, if any, through
RTGS; and
(e) For all the other Bidders/Applicants, including Bidders/Applicants who have not updated their
bank particulars along with the nine-digit MICR code, the refund orders may be dispatched
through speed post or registered post for refund orders. Such refunds may be made by cheques,
pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids
are received.
For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing such
cheques, pay orders or demand drafts at other centers etc Bidders/Applicants may refer to
RHP/Prospectus.
8.3.2 Mode of making refunds for ASBA Bidders/Applicants
In case of ASBA Bidders/Applicants, the Registrar to the Issue may instruct the controlling branch of the
SCSB to unblock the funds in the relevant ASBA Account for any withdrawn, rejected or unsuccessful
ASBA Bids or in the event of withdrawal or failure of the Issue.
8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
The Issuer may pay interest at the rate of 15.00% per annum if refund orders are not dispatched or if, in a
case where the refund or portion thereof is made in electronic manner, the refund instructions have not
been given to the clearing system in the disclosed manner and/or demat credits are not made to
Bidders/Applicants or instructions for unblocking of funds in the ASBA Account are not dispatched
within the 12 Working days of the Bid/Issue Closing Date.
The Issuer may pay interest at 15.00% per annum for any delay beyond 15 days from the Bid/ Issue
Closing Date, if Allotment is not made.
SECTION 9: GLOSSARY AND ABBREVIATIONS
Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document
may have the meaning as provided below. References to any legislation, act or regulation may be to such
legislation, act or regulation as amended from time to time.
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Term Description
Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful Bidders/Applicants
Allottee A Bidder/Applicant to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who have
been allotted Equity Shares after the Basis of Allotment has been approved by the
designated Stock Exchanges
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in SEBI ICDR Regulations
Anchor Investor Portion Up to 60.00% of the QIB Category which may be allocated by the Issuer in
consultation with the BRLMs, 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 price at which
allocation is being done to Anchor Investors
Application Form The form in terms of which the Applicant should make an application for Allotment
in case of issues other than Book Built Issues, includes Fixed Price Issue
Application Supported by Blocked A process of submitting the Bid cum Application Form, whether physical or
Amount/ (ASBA)/ASBA electronic, used by Bidders, other than Anchor Investors, to make a Bid authorising a
SCSB to block the Bid Amount in the ASBA Account maintained with the SCSB.
ASBA is mandatory for QIBs (except Anchor Investors) and the Non-Institutional
Bidders participating in the Issue
ASBA Account An account maintained with the SCSB and specified in the Bid cum Application
Form submitted by an ASBA Bidder for blocking the Bid Amount mentioned in the
Bid cum Application Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder/Applicant Prospective investors (except Anchor Investors) in this Issue who intend to submit
Bid through the ASBA process
Banker(s) to the Issue/ Escrow The banks which are clearing members and registered with SEBI as Banker to the
Collection Bank(s)/ Collecting Issue with whom the Escrow Account(s) may be opened, and as disclosed in the
Banker RHP/Prospectus and Bid cum Application Form of the Issuer
Basis of Allotment The basis on which the Equity Shares may be Allotted to successful
Bidders/Applicants under the Issue
Bid An indication to make an offer during the Bid/Issue Period by a prospective Bidder
pursuant to submission of Bid cum Application Form or during the Anchor Investor
Bid/Issue Period by the Anchor Investors, to subscribe for or purchase the Equity
Shares of the Issuer at a price within the Price Band, including all revisions and
modifications thereto. In case of issues undertaken through the fixed price process, all
references to a Bid should be construed to mean an Application
Bid /Issue Closing Date The date after which the Syndicate, Registered Brokers and the SCSBs may not
accept any Bids for the Issue, which may be notified in an English national daily, a
Hindi national daily and a regional language newspaper at the place where the
registered office of the Issuer is situated, each with wide circulation.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Closing Date
Bid/Issue Opening Date The date on which the Syndicate and the SCSBs may start accepting Bids for the
Issue, which may be the date notified in an English national daily, a Hindi national
daily and a regional language newspaper at the place where the registered office of
the Issuer is situated, each with wide circulation. Applicants/bidders may refer to the
RHP/Prospectus for the Bid/ Issue Opening Date
Bid/Issue Period Except in the case of Anchor Investors (if applicable), the period between the
Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and
during which prospective Bidders/Applicants (other than Anchor Investors) can
submit their Bids, inclusive of any revisions thereof. The Issuer may consider closing
the Bid/ Issue Period for QIBs one working day prior to the Bid/Issue Closing Date in
accordance with the SEBI ICDR Regulations, 2009. Applicants/bidders may refer to
the RHP/Prospectus for the Bid/ Issue Period
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and
payable by the Bidder/Applicant upon submission of the Bid (except for Anchor
Investors), less discounts (if applicable). In case of issues undertaken through the
fixed price process, all references to the Bid Amount should be construed to mean the
Application Amount
Bid cum Application Form The form in terms of which the Bidder/Applicant should make an offer to subscribe
for or purchase the Equity Shares and which may be considered as the application for
Allotment for the purposes of the Prospectus, whether applying through the ASBA or
otherwise. In case of issues undertaken through the fixed price process, all references
to the Bid cum Application Form should be construed to mean the Application Form
Bidder/Applicant Any prospective investor (including an ASBA Bidder/Applicant) who makes a Bid
pursuant to the terms of the RHP/Prospectus and the Bid cum Application Form. In
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Term Description
case of issues undertaken through the fixed price process, all references to a
Bidder/Applicant should be construed to mean an Bidder/Applicant
Book Built Process/ Book Building The book building process as provided under SEBI ICDR Regulations, 2009, in terms
Process/ Book Building Method of which the Issue is being made
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can
submit the Bid cum Application Forms/Application Form 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.
BRLM(s)/ Book Running Lead The Book Running Lead Manager to the Issue as disclosed in the RHP/Prospectus
Manager(s)/Lead Manager/ LM and the Bid cum Application Form of the Issuer. In case of issues undertaken through
the fixed price process, all references to the Book Running Lead Manager should be
construed to mean the Lead Manager or LM
Business Day Monday to Friday (except public holidays)
CAN/Confirmation of Allotment The note or advice or intimation sent to each successful Bidder/Applicant indicating
Note the Equity Shares which may be Allotted, after approval of Basis of Allotment by the
Designated Stock Exchange
Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor
Investor Allocation Price may not be finalised and above which no Bids may be
accepted
Client ID Client Identification Number maintained with one of the Depositories in relation to
demat account
Companies Act The Companies Act, 1956 and/or the Companies Act, 2013, as applicable
Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead
Manager(s), which can be any price within the Price Band. Only RIIs, Retail
Individual Shareholders and employees are entitled to Bid at the Cut-off Price. No
other category of Bidders/Applicants are entitled to Bid at the Cut-off Price
DP Depository Participant
DP ID Depository Participant’s Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India)
Limited
Demographic Details Details of the Bidders/Applicants including the Bidder/Applicant’s address, name of
the Applicant’s father/husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms used
by the ASBA Bidders/Applicants applying through the ASBA and a list of which is
available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
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, after the Prospectus is filed with the RoC, following which
the board of directors may Allot Equity Shares to successful Bidders/Applicants in
the fresh Issue may give delivery instructions for the transfer of the Equity Shares
constituting the Offer for Sale
Designated Stock Exchange The designated stock exchange as disclosed in the RHP/Prospectus of the Issuer
Discount Discount to the Issue Price that may be provided to Bidders/Applicants in accordance
with the SEBI ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which may
mention a price or a Price Band
Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and
including, in case of a new company, persons in the permanent and full time
employment of the promoting companies excluding the promoters and immediate
relatives of the promoter. For further details Bidder/Applicant may refer to the
RHP/Prospectus
Equity Shares Equity shares of the Issuer
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders/Applicants (excluding the ASBA Bidders/Applicants) may Issue cheques or
drafts in respect of the Bid Amount when submitting a Bid
Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the Book
Running Lead Manager(s), the Syndicate Member(s), the Escrow Collection Bank(s)
and the Refund Bank(s) for collection of the Bid Amounts and where applicable,
remitting refunds of the amounts collected to the Bidders/Applicants (excluding the
ASBA Bidders/Applicants) on the terms and conditions thereof
Escrow Collection Bank(s) Refer to definition of Banker(s) to the Issue
FCNR Account Foreign Currency Non-Resident Account
First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application Form or
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Term Description
Revision Form
FII(s) Foreign Institutional Investors as defined under the SEBI (Foreign Institutional
Investors) Regulations, 1995 and registered with SEBI under applicable laws in India
Fixed Price Issue/Fixed Price The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms of
Process/Fixed Price Method which the Issue is being made
Floor Price The lower end of the Price Band, at or above which the Issue Price and the Anchor
Investor Allocation Price may be finalised and below which no Bids may be
accepted, subject to any revision thereto
FPO Further public offering
Foreign Venture Capital Investors or Foreign Venture Capital Investors as defined and registered with SEBI under the
FVCIs SEBI (Foreign Venture Capital Investors) Regulations, 2000
IPO Initial public offering
Issue Public Issue of Equity Shares of the Issuer including the Offer for Sale if applicable
Issuer/ Company The Issuer proposing the initial public offering/further public offering as applicable
Issue Price The final price, less discount (if applicable) at which the Equity Shares may be
Allotted in terms of the Prospectus. The Issue Price may be decided by the Issuer in
consultation with the Book Running Lead Manager(s)
Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment to
RIIs by the minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996
Mutual Funds Portion 5.00% of the QIB Category (excluding the Anchor Investor Portion) available for
allocation to Mutual Funds only, being such number of equity shares as disclosed in
the RHP/Prospectus and Bid cum Application Form
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External Account
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer
or invitation under the Issue and in relation to whom the RHP/Prospectus constitutes
an invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Net Issue The Issue less reservation portion
Non-Institutional Investors or NIIs All Bidders/Applicants, including sub accounts of FIIs registered with SEBI which
are foreign corporate or foreign individuals, that are not QIBs or RIBs and who have
Bid for Equity Shares for an amount of more than ` 200,000 (but not including NRIs
other than Eligible NRIs)
Non-Institutional Category The portion of the Issue being such number of Equity Shares available for allocation
to NIIs on a proportionate basis and as disclosed in the RHP/Prospectus and the Bid
cum Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs,
FIIs registered with SEBI and FVCIs registered with SEBI
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60.00% by NRIs including overseas trusts, in which not less
than 60.00% of beneficial interest is irrevocably held by NRIs directly or indirectly
and which was in existence on October 3, 2003 and immediately before such date had
taken benefits under the general permission granted to OCBs under FEMA
Offer for Sale Public offer of such number of Equity Shares as disclosed in the RHP/Prospectus
through an offer for sale by the Selling Shareholders
Other Investors Investors other than Retail Individual Investors in a Fixed Price Issue. These include
individual applicants other than retail individual investors and other investors
including corporate bodies or institutions irrespective of the number of specified
securities applied for.
PAN Permanent Account Number allotted under the Income Tax Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum price,
being the Cap Price and includes revisions thereof. The Price Band and the minimum
Bid lot size for the Issue may be decided by the Issuer in consultation with the Book
Running Lead Manager(s) and advertised, at least two working days in case of an IPO
and one working day in case of FPO, prior to the Bid/ Issue Opening Date, in English
national daily, Hindi national daily and regional language at the place where the
registered office of the Issuer is situated, newspaper each with wide circulation
Pricing Date The date on which the Issuer in consultation with the Book Running Lead
Manager(s), finalise the Issue Price
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Term Description
Prospectus The prospectus to be filed with the RoC in accordance with Section 60 of the
Companies Act, 1956 after the Pricing Date, containing the Issue Price ,the size of the
Issue and certain other information
Public Issue Account An account opened with the Banker to the Issue to receive monies from the Escrow
Account and from the ASBA Accounts on the Designated Date
Qualified Foreign Investors or QFIs Non-Resident investors, other than SEBI registered FIIs or sub-accounts or SEBI
registered FVCIs, who meet ‘know your client’ requirements prescribed by SEBI and
are resident in a country which is (i) a member of Financial Action Task Force or a
member of a group which is a member of Financial Action Task Force; and (ii) a
signatory to the International Organisation of Securities Commission’s Multilateral
Memorandum of Understanding or a signatory of a bilateral memorandum of
understanding with SEBI.
Provided that such non-resident investor shall not be resident in country which is
listed in the public statements issued by Financial Action Task Force from time to
time on: (i) jurisdictions having a strategic anti-money laundering/combating the
financing of terrorism deficiencies to which counter measures apply; (ii) jurisdictions
that have not made sufficient progress in addressing the deficiencies or have not
committed to an action plan developed with the Financial Action Task Force to
address the deficiencies
QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to QIBs
on a proportionate basis
Qualified Institutional Buyers or As defined under SEBI ICDR Regulations
QIBs
RTGS Real Time Gross Settlement
Red Herring Prospectus/ RHP The red herring prospectus issued in accordance with Section 60B of the Companies
Act, which does not have complete particulars of the price at which the Equity Shares
are offered and the size of the Issue. The RHP may be filed with the RoC at least
three days before the Bid/Issue Opening Date and may become a Prospectus upon
filing with the RoC after the Pricing Date. In case of issues undertaken through the
fixed price process, all references to the RHP should be construed to mean the
Prospectus
Refund Account(s) The account opened with Refund Bank(s), from which refunds (excluding refunds to
ASBA Bidders/Applicants), if any, of the whole or part of the Bid Amount may be
made
Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application Form of
the Issuer
Refunds through electronic transfer Refunds through NECS, Direct Credit, NEFT, RTGS or ASBA, as applicable
of funds
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals,
other than the members of the Syndicate
Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum
Application Form
Reserved Category/ Categories Categories of persons eligible for making application/bidding under reservation
portion
Reservation Portion The portion of the Issue reserved for category of eligible Bidders/Applicants as
provided under the SEBI ICDR Regulations, 2009
Retail Individual Investors / RIIs Investors who applies or bids for a value of not more than ` 200,000.
Retail Individual Shareholders Shareholders of a listed Issuer who applies or bids for a value of not more than `
200,000.
Retail Category The portion of the Issue being such number of Equity Shares available for allocation
to RIIs which shall not be less than the minimum bid lot, subject to availability in RII
category and the remaining shares to be allotted on proportionate basis.
Revision Form The form used by the Bidders in an issue through Book Building process to modify
the quantity of Equity Shares and/or bid price indicates therein in any of their Bid
cum Application Forms or any previous Revision Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
Self Certified Syndicate Bank(s) or A bank registered with SEBI, which offers the facility of ASBA and a list of which is
SCSB(s) available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Specified Locations Refer to definition of Broker Centers
Stock Exchanges/ SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where the
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Term Description
Equity Shares Allotted pursuant to the Issue are proposed to be listed
Syndicate The Book Running Lead Manager(s) and the Syndicate Member
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to
collection of the Bids in this Issue (excluding Bids from ASBA Bidders/Applicants)
Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus
Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)
Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on or after
the Pricing Date
Working Day All days other than a Sunday or a public holiday on which commercial banks are
open for business, except with reference to announcement of Price Band and
Bid/Issue Period, where working day shall mean all days, excluding Saturdays,
Sundays and public holidays, which are working days for commercial banks in India
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SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main
provisions of the Articles of Association are detailed below:
The Articles of Association comprise of two parts. In case of inconsistency between Part I and Part II, the
provisions of Part II shall be applicable, however, Part II shall become inapplicable from listing of the Equity
Shares of our Company on the Stock Exchanges subsequent to the Issue.
PART I of the Articles of Association
SHARE CAPITAL
Article 4 provides
(a) The authorised Share Capital of the Company shall be as stated under Clause V of the Memorandum of
Association of the Company from time to time.
(b) The Paid up Share Capital shall be at all times a minimum of ` 500,000 (Rupees Five Hundred Thousand
only) as required under the Act.
(c) The Company has power, from time to time, to increase or reduce its authorised or issued and Paid up
Share Capital.
(d) The Share Capital of the Company may be classified into Equity Shares in accordance with the applicable
provisions of the Act, Rules, and Law, from time to time and to attach thereto preferential, deferred,
qualified or special rights, privileges, or conditions as may be determined by or in accordance with these
Articles and to vary, modify, or abrogate any such rights, privileges or conditions in such manner as may
for the time being provided by the Company.
(e) Subject to Article 4(d), all Equity Shares shall be of the same class and shall be alike in all respects and
the holders thereof shall be entitled to identical rights and privileges including without limitation to
identical rights and privileges with respect to dividends, voting rights, and distribution of assets in the
event of voluntary or involuntary liquidation, dissolution or winding up of the Company.
(f) The Board may allot and issue shares of the Company as payment or part payment for any property
purchased by the Company or in respect of goods sold or transferred or machinery or appliances supplied
or for services rendered to the Company in or about the formation of the Company or the acquisition
and/or in the conduct of its business or for any goodwill provided to the Company; and any shares which
may be so allotted may be issued as fully/partly paid up shares and if so issued shall be deemed as
fully/partly paid up shares. However, the aforesaid shall be subject to the approval of shareholders under
the relevant provisions of the Act and Rules.
(g) The amount payable on application on each share shall not be less than 5 per cent of the nominal value of
the share or, as may be specified by SEBI.
(h) Nothing herein contained shall prevent the Directors from issuing fully paid up shares either on payment
of the entire nominal value thereof in cash or in satisfaction of any outstanding debt or obligation of the
Company.
(i) Except so far as otherwise provided by the conditions of issue or by these presents, any Capital raised by
the creation of new Equity Shares, shall be considered as part of the existing Capital and shall be subject
to the provisions herein contained with reference to the payment of calls and instalments, forfeiture, lien,
surrender, transfer and transmission, voting and otherwise.
(j) All of the provisions of these Articles shall apply to the Shareholders.
(k) Any application signed by or on behalf of an applicant for shares in the Company, followed by an
allotment of any Equity Shares therein, shall be an acceptance of shares within the meaning of these
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Articles and every person who thus or otherwise accepts any shares and whose name is on the Register of
Shareholders shall for the purposes of these Articles be a Shareholder.
(l) The money, (if any), which the Board shall, on the allotment of any shares being made by them, require
or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shall
immediately on the insertion of the name of the allottee, in the Register of Shareholders as the name of
the holder of such Equity Shares, become a debt due to and recoverable by the Company from the allottee
thereof, and shall be paid by him accordingly.
PREFERENCE SHARES
Article 6 provides
(a) Redeemable Preference Shares
The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have the power
to issue on a cumulative or non-cumulative basis, preference shares liable to be redeemed in any manner
permissible under the Act and the Directors may, subject to the applicable provisions of the Act, exercise such
power in any manner as they deem fit and provide for redemption of such shares on such terms including the
right to redeem at a premium or otherwise as they deem fit.
(b) Convertible Redeemable Preference Shares
The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have power to
issue on a cumulative or non-cumulative basis convertible redeemable preference shares liable to be redeemed in
any manner permissible under the Act and the Directors may, subject to the applicable provisions of the Act,
exercise such power as they deem fit and provide for redemption at a premium or otherwise and/or conversion of
such shares into such Securities on such terms as they may deem fit.
PROVISIONS IN CASE OF PREFERENCE SHARES
Article 7 provides
Upon the issue of preference shares pursuant to Article 6 above, the following provisions shall apply:
(a) No such shares shall be redeemed except out of profits of the Company which would otherwise be
available for Dividend or out of the proceeds of a fresh issue of shares made for the purposes of the
redemption;
(b) No such shares shall be redeemed unless they are fully paid;
(c) The premium, if any, payable on redemption shall have been provided for out of the profits of the
Company or out of the Company’s securities premium account, before the shares are redeemed;
(d) Where any such shares are proposed to be redeemed out of the profits of the Company, there shall, out of
such profits, be transferred, a sum equal to the nominal amount of the shares to be redeemed, to a reserve,
to be called the “Capital Redemption Reserve Account” and the applicable provisions of the Act
relating to the reduction of the Share Capital of the Company shall, except as provided by Section 55 of
the Act, apply as if the Capital Redemption Reserve Account were Paid up Share Capital of the Company;
(e) The redemption of preference shares under this Article by the Company shall not be taken as reduction of
Share Capital;
(f) The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be applied by
the Company, in paying up un-issued shares of the Company to be issued to the Shareholders as fully paid
bonus shares; and
(g) Whenever the Company shall redeem any redeemable preference shares or cumulative convertible
redeemable preference shares, the Company shall, within 30 (thirty) days thereafter, give notice thereof to
the Registrar of Companies as required by Section 64 of the Act.
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SHARE EQUIVALENT
Article 8 provides
The Company shall, subject to the applicable provisions of the Act, compliance with Law and the consent of the
Board, have the power to issue Share Equivalents on such terms and in such manner as the Board deems fit
including their conversion, repayment, and redemption whether at a premium or otherwise.
ADRS/GDRS
Article 9 provides
The Company shall, subject to the applicable provisions of the Act, compliance with all Laws and the consent of
the Board, have the power to issue ADRs or GDRs on such terms and in such manner as the Board deems fit
including their conversion and repayment. Such terms may include at the discretion of the Board, limitations on
voting by holders of ADRs or GDRs, including without limitation, exercise of voting rights in accordance with
the directions of the Board.
ALTERATION OF SHARE CAPITAL
Article 10 provides
Subject to these Articles and Section 61 of the Act, the Company may, by Ordinary Resolution in General
Meeting from time to time, alter the conditions of its Memorandum as follows, that is to say, it may:
(a) increase its Share Capital by such amount as it thinks expedient;
(b) consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares;
(c) convert all or any of its fully Paid up shares into stock and reconvert that stock into fully Paid up shares of
any denomination
(d) sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the
Memorandum, so however, that in the sub-division the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived; and
(e) cancel any shares which, at the date of the passing of the resolution in that behalf, have not been taken or
agreed to be taken by any person, and diminish the amount of its Share Capital by the amount of the
shares so cancelled. A cancellation of shares in pursuance of this Article shall not be deemed to be a
reduction of Share Capital within the meaning of the Act.
REDUCTION OF SHARE CAPITAL
Article 11 provides
Notwithstanding anything contained in these Articles but subject to the provisions of the Act or any other law
for the time being in force the Company may, subject to the applicable provisions of the Act and the Companies
Act, 1956, from time to time, reduce its Capital, any capital redemption reserve account and the securities
premium account in any manner for the time being authorized by Law in any way and in particular and without
prejudice to the generally of the foregoing powers:
(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or
(b) either with or without extinguishing or reducing liability on any of its shares cancel any paid-up share
capital which is lost or is unrepresented by available assets, or
(c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share
capital which is in excess of the wants of the Company.
(d) and may, if so far as is necessary, alter its Memorandum by reducing the amount of its share capital and
of its shares accordingly.
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This Article is not to derogate any power the Company would have under Law, if it were omitted.
POWER OF COMPANY TO PURCHASE ITS OWN SECURITIES
Article 12 provides
The Company may purchase its own Equity Shares or other Securities, as may be specified by the Act, by way
of a buy-back arrangement, in accordance with Sections 68, 69 and 70 of the Act, the Rules and subject to
compliance with Law.
POWER TO ISSUE SHARES WITH DIFFERENTIAL VOTING RIGHTS
Article 13 provides
The Company shall have the power to issue shares with such differential rights as to dividend, voting or
otherwise, subject to the compliance with requirements as provided for in the Companies (Issue of Share Capital
with Differential Voting Rights) Rules, 2001, or any other law as may be applicable.
SHARES AND SHARE CERTIFICATES
Article 15 provides
(a) The Company shall issue, re-issue and issue duplicate share certificates in accordance with the provisions
of the Act and in the form and manner prescribed under the Companies (Share Capital and Debentures)
Rules, 2014.
(b) A duplicate certificate of shares may be issued, if such certificate:
i. is proved to have been lost or destroyed; or
ii. has been defaced, mutilated or torn and is surrendered to the Company.
(c) The Company shall be entitled to dematerialize its existing shares, rematerialize its shares held in the
depository and/or to offer its fresh shares in a dematerialized form pursuant to the Depositories Act, and
the rules framed thereunder, if any.
(d) A certificate, issued under the common seal of the Company, specifying the shares held by any Person
shall be prima facie evidence of the title of the Person to such shares. Where the shares are held in
depository form, the record of depository shall be the prima facie evidence of the interest of the beneficial
owner.
(e) If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new
certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof
to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate,
being given, a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed
Certificate. Every Certificate under the Articles shall be issued without payment of fees if the Directors
so decide, or on payment of such fees (not exceeding Rupees two for each certificate) as the Directors
shall prescribe. Provided that, no fee shall be charged for issue of a new certificate in replacement of
those which are old, defaced or worn out or where there is no further space on the back thereof for
endorsement of transfer.
Provided that notwithstanding what is stated above, the Directors shall comply with the applicable
provisions of the Act and Law.
(f) The provisions of this Article shall mutatis mutandis apply to Debentures and other Securities of the
Company.
(g) When a new share certificate has been issued in pursuance of sub-article (e) of this Article, it shall be in
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the form and manner stated under the Companies (Share Capital and Debentures) Rules, 2014.
(h) Where a new share certificate has been issued in pursuance of sub-articles (e) or (f) of this Article,
particulars of every such share certificate shall be entered in a Register of Renewed and Duplicate
Certificates maintained in the form and manner specified under the Companies (Share Capital and
Debentures) Rules, 2014.
(i) All blank forms to be used for issue of share certificates shall be printed and the printing shall be done
only on the authority of a Resolution of the Board. The blank forms shall be consecutively machine–
numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing of such
forms shall be kept in the custody of the Secretary or of such other person as the Board may authorize for
the purpose and the Secretary or the other person aforesaid shall be responsible for rendering an account
of these forms to the Board.
(j) The Secretary shall be responsible for the maintenance, preservation and safe custody of all books and
documents relating to the issue of share certificates including the blank forms of the share certificate
referred to in sub-article (i) of this Article.
(k) All books referred to in sub-article (j) of this Article, shall be preserved in the manner specified in the
Companies (Share Capital and Debentures) Rules, 2014.
(l) The details in relation to any renewal or duplicate share certificates shall be entered into the register of
renewed and duplicate share certificates, as prescribed under the Companies (Share Capital and
(m) If any Share stands in the names of 2 (two) or more Persons, the Person first named in the Register of
Shareholders shall as regards receipt of Dividends or bonus, or service of notices and all or any other
matters connected with the Company except voting at meetings and the transfer of shares, be deemed the
sole holder thereof, but the joint holders of a share shall be severally as well as jointly liable for the
payment of all instalments and calls due in respect of such shares, and for all incidents thereof according
to these Articles.
(n) Except as ordered by a court of competent jurisdiction or as may be required by Law, the Company shall
be entitled to treat the Shareholder whose name appears on the Register of Shareholders as the holder of
any share or whose name appears as the beneficial owner of shares in the records of the Depository, as the
absolute owner thereof and accordingly shall not be bound to recognise any benami, trust or equity or
equitable, contingent or other claim to or interest in such share on the part of any other Person whether or
not he shall have express or implied notice thereof. The Board shall be entitled at their sole discretion to
register any shares in the joint names of any 2 (two) or more Persons or the survivor or survivors of them.
SHARES AT THE DISPOSAL OF THE DIRECTORS
Article 16 provides
(a) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the
shares in the Capital of the Company for the time being (including any shares forming part of any
increased Capital of the Company) shall be under the control of the Board who may issue, allot or
otherwise dispose of the same or any of them to Persons in such proportion and on such terms and
conditions and either at a premium or at par at such time as they may, from time to time, think fit.
(b) If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be payable by
instalments, every such instalment shall, when due, be paid to the Company by the person who, for the
time being, shall be the registered holder of the shares or by his executor or administrator.
(c) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the portion of the
Capital represented by his share or shares which may for the time being remain unpaid thereon in such
amounts at such time or times and in such manner as the Board shall from time to time in accordance with
the Articles require or fix for the payment thereof.
(d) In accordance with Section 56 and other applicable provisions of the Act and the Rules:
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(i) Every Shareholder or allottee of shares shall be entitled without payment, to receive one or more
certificates specifying the name of the Person in whose favour it is issued, the shares to which it
relates and the amount paid up thereon. Such certificates shall be issued only in pursuance of a
resolution passed by the Board and on surrender to the Company of its letter of allotment or its
fractional coupon of requisite value, save in cases of issue of share certificates against letters of
acceptance or of renunciation, or in cases of issue of bonus shares. Such share certificates shall also
be issued in the event of consolidation or sub-division of shares of the Company. Every such
certificate shall be issued under the Seal of the Company which shall be affixed in the presence of 2
(two) Directors or persons acting on behalf of the Board under a duly registered power of attorney
and the Secretary or some other person appointed by the Board for the purpose and the 2 (two)
Directors or their attorneys and the Secretary or other person shall sign the shares certificate(s),
provided that if the composition of the Board permits, at least 1 (one) of the aforesaid 2 (two)
Directors shall be a person other than a Managing Director(s) or an executive director(s).
Particulars of every share certificate issued shall be entered in the Register of Shareholders against
the name of the Person, to whom it has been issued, indicating the date of issue. For any further
certificate, the Board shall be entitled, but shall not be bound to prescribe a charge not exceeding
rupees two.
(ii) Every Shareholder shall be entitled, without payment, to one or more certificates, in marketable
lots, for all the shares of each class or denomination registered in his name, or if the Directors so
approve (upon paying such fee as the Directors may from time to time determine) to several
certificates, each for one or more of such shares and the Company shall complete and have ready
for delivery such certificates within 2 (two) months from the date of allotment, or within 1 (one)
month of the receipt of instrument of transfer, transmission, sub-division, consolidation or renewal
of its shares as the case may be. Every certificate of shares shall be in the form and manner as
specified in Article 15 above and in respect of a share or shares held jointly by several Persons, the
Company shall not be bound to issue more than one certificate and delivery of a certificate of
shares to the first named joint holders shall be sufficient delivery to all such holders.
(iii) the Board may, at their absolute discretion, refuse any applications for the sub-division of share
certificates or Debenture certificates, into denominations less than marketable lots except where
sub-division is required to be made to comply with any statutory provision or an order of a
competent court of law or at a request from a Shareholder or to convert holding of odd lot into
transferable/marketable lot.
(iv) A Director may sign a share certificate by affixing his signature thereon by means of any machine,
equipment or other mechanical means, such as engraving in metal or lithography, but not by means
of a rubber stamp, provided that the Director shall be responsible for the safe custody of such
machine, equipment or other material used for the purpose.
UNDERWRITING AND BROKERAGE
Article 17 provides
(a) Subject to the applicable provisions of the Act, the Company may at any time pay a commission to any
person in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure
subscription, (whether absolutely or conditionally), for any shares or Debentures in the Company in
accordance with the provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
(b) The Company may also, on any issue of shares or Debentures, pay such brokerage as may be lawful.
CALLS
Article 18 provides
(a) Subject to the provisions of Section 49 of the Act, the Board may, from time to time, subject to the terms
on which any shares may have been issued and subject to the conditions of allotment, by a resolution
passed at a meeting of the Board, (and not by circular resolution), make such call as it thinks fit upon the
Shareholders in respect of all money unpaid on the shares held by them respectively and each Shareholder
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shall pay the amount of every call so made on him to the Person or Persons and Shareholders and at the
times and places appointed by the Board. A call may be made payable by instalments. Provided that the
Board shall not give the option or right to call on shares to any person except with the sanction of the
Company in the General Meeting.
(b) 30 (thirty) days’ notice in writing at the least of every call (otherwise than on allotment) shall be given by
the Company specifying the time and place of payment and if payable to any Person other than the
Company, the name of the person to whom the call shall be paid, provided that before the time for
payment of such call, the Board may by notice in writing to the Shareholders revoke the same.
(c) The Board of Directors may, when making a call by resolution, determine the date on which such call
shall be deemed to have been made, not being earlier than the date of resolution making such call and
thereupon the call shall be deemed to have been made on the date so determined and if no date is
determined, the call shall be deemed to have been made at the time when the resolution of the Board
authorising such call was passed and may be made payable by the Shareholders whose names appear on
the Register of Shareholders on such date or at the discretion of the Board on such subsequent date as
shall be fixed by the Board. A call may be revoked or postponed at the discretion of the Board.
(d) The joint holder of a share shall be jointly and severally liable to pay all instalments and calls due in
respect thereof.
(e) The Board may, from time to time at its discretion, extend the time fixed for the payment of any call and
may extend such time as to all or any of the Shareholders who, from residence at a distance or other cause
the Board may deem fairly entitled to such extension; but no Shareholders shall be entitled to such
extension save as a matter of grace and favour.
(f) If any Shareholder or allottee fails to pay the whole or any part of any call or instalment, due from him on
the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay
interest on the same from the day appointed for the payment thereof to the time of actual payment at such
rate as shall from time to time be fixed by the Board but nothing in this Article shall render it obligatory
for the Board to demand or recover any interest from any such Shareholder.
(g) Any sum, which by the terms of issue of a share or otherwise, becomes payable on allotment or at any
fixed date or by instalments at a fixed time whether on account of the nominal value of the share or by
way of premium shall for the purposes of these Articles be deemed to be a call duly made and payable on
the date on which by the terms of issue or otherwise the same became payable, and in case of non-
payment, all the relevant provisions of these Articles as to payment of call, interest, expenses, forfeiture
or otherwise shall apply as if such sum became payable by virtue of a call duly made and notified.
(h) On the trial or hearing of any action or suit brought by the Company against any Shareholder or his legal
representatives for the recovery of any money claimed to be due to the Company in respect of his shares,
it shall be sufficient to prove that the name of the Shareholder in respect of whose shares the money is
sought to be recovered appears entered on the Register of Shareholders as the holder, or one of the
holders at or subsequent to the date at which the money sought to be recovered is alleged to have become
due on the shares; that the resolution making the call is duly recorded in the minute book, and that notice
of such call was duly given to the Shareholder or his representatives so sued in pursuance of these
Articles; and it shall not be necessary to prove the appointment of the Directors who made such call nor
that a quorum of Directors was present at the Board at which any call was made, nor that the meeting at
which any call was made was duly convened or constituted nor any other matters whatsoever; but the
proof of the matters aforesaid shall be conclusive evidence of the debt.
(i) Neither a judgment nor a decree in favour of the Company for calls or other money due in respect of any
share nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any
money which shall from time to time be due from any Shareholder to the Company in respect of his
shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the
payment of any such money shall preclude the Company from thereafter proceeding to enforce a
forfeiture of such shares as hereinafter provided.
(j) The Board may, if it thinks fit (subject to the provisions of Section 50 of the Act) agree to and receive
from any Shareholder willing to advance the same, the whole or any part of the money due upon the
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shares held by him beyond the sums actually called up, and upon the amount so paid or satisfied in
advance or so much thereof as from time to time and at any time thereafter as exceeds the amount of the
calls then made upon and due in respect of the shares in respect of which such advance has been made,
the Company may pay interest, as the Shareholder paying such sum in advance and the Board agree upon,
provided that the money paid in advance of calls shall not confer a right to participate in profits or
dividend. The Directors may at any time repay the amount so advanced.
(k) No Shareholder shall be entitled to voting rights in respect of the money(ies) so paid by him until the
same would but for such payment, become presently payable.
(l) The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the Company.
COMPANY’S LIEN:
Article 19 provides
i. On shares:
(a) The Company shall have a first and paramount lien:
(i) on every share (not being a fully paid share), for all money (whether presently payable or
not) called, or payable at a fixed time, in respect of that share;
(ii) on all shares (not being fully paid shares) standing registered in the name of a single person,
for all money presently payable by him or his estate to the Company;
Provided that the Board may, at any time, declare any shares wholly or in part to be exempt
from the provisions of this Article.
(b) Company’s lien, if any, on the shares, shall extend to all Dividends payable and bonuses declares
from time to time in respect of such shares.
(c) Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the
Company’s lien, if any, on such shares. The fully paid up shares shall be free from all lien and that
in case of partly paid shares, the Company’s lien shall be restricted to money called or payable at a
fixed price in respect of such shares.
(d) For the purpose of enforcing such lien, the Board may sell the shares, subject thereto in such
manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in
respect of such shares and may authorise one of their Shareholders to execute and register the
transfer thereof on behalf of and in the name of any purchaser. The purchaser shall not be bound to
see to the application of the purchase money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
Provided that no sale shall be made:
(i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to
the registered holder for the time being of the share or the person entitled thereto by reason of
his death or insolvency.
The net proceeds of any such sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently payable. The residue, if
any, shall (subject to a like lien for sums not presently payable as existed upon the shares before
the sale) be paid to the Person entitled to the shares at the date of the sale.
(e) No Shareholder shall exercise any voting right in respect of any shares registered in his name on
which any calls or other sums presently payable by him have not been paid, or in regard to which
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the Company has exercised any right of lien.
ii. On Debentures:
(a) The Company shall have a first and paramount lien:
(i) on every Debenture (not being a fully paid Debenture), for all money (whether presently
payable or not) called, or payable at a fixed time, in respect of that Debenture;
(ii) on all Debentures (not being fully paid Debentures) standing registered in the name of a
single person, for all money presently payable by him or his estate to the Company;
Provided that the Board may, at any time, declare any Debentures wholly or in part to be
exempt from the provisions of this Article.
(b) Company’s lien, if any, on the Debentures, shall extend to all interest and premium payable in
respect of such Debentures.
(c) Unless otherwise agreed, the registration of a transfer of Debentures shall operate as a waiver of the
Company’s lien, if any, on such Debentures. The fully paid up Debentures shall be free from all
lien and that in case of partly paid Debentures, the
Company’s lien shall be restricted to money called or payable at a fixed price in respect of such
Debentures.
(d) For the purpose of enforcing such lien, the Board may sell the Debentures, subject thereto in such
manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in
respect of such Debentures and may authorize the debenture trustee acting as trustee for the holders
of Debentures or one of the holder of Debentures to execute and register the transfer thereof on
behalf of and in the name of any purchaser. The purchaser shall not be bound to see to the
application of the purchase money, nor shall his title to the Debentures be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
Provided that no sale shall be made:
(i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of
such part of the amount in respect of which the lien exists as is presently payable, has been
given to the registered holder for the time being of the Debenture or the person entitled
thereto by reason of his death or insolvency.
The net proceeds of any such sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently payable. The residue, if
any, shall (subject to a like lien for sums not presently payable as existed upon the Debentures
before the sale) be paid to the Person entitled to the Debentures at the date of the sale.
(e) No holder of Debentures shall exercise any voting right in respect of any Debentures registered in
his name on which any calls or other sums presently payable by him have not been paid, or in
regard to which the Company has exercised any right of lien.
FORFEITURE OF SHARES
Article 20 provides
(a) If any Shareholder fails to pay any call or instalment or any part thereof or any money due in respect of
any shares either by way of principal or interest on or before the day appointed for the payment of the
same or any such extension thereof as aforesaid, the Board may, at any time thereafter, during such time
as the call or instalment or any part thereof or other money remain unpaid or a judgment or decree in
respect thereof remain unsatisfied, give notice to him or his legal representatives requiring him to pay the
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same together with any interest that may have accrued and all expenses that may have been incurred by
the Company by reason of such non-payment.
(b) The notice shall name a day, (not being less than 14 (fourteen) days from the date of the notice), and a
place or places on or before which such call or instalment or such part or other money as aforesaid and
interest thereon, (at such rate as the Board shall determine and payable from the date on which such call or
instalment ought to have been paid), and expenses as aforesaid are to be paid. The notice shall also state
that in the event of non-payment at or before the time and at the place appointed, the shares in respect of
which the call was made or instalment is payable, will be liable to be forfeited.
(c) If the requirements of any such notice as aforesaid are not be complied with, any share in respect of which
such notice has been given, may at any time, thereafter before payment of all calls, instalments, other
money due in respect thereof, interest and expenses as required by the notice has been made, be forfeited
by a resolution of the Board to that effect. Such forfeiture shall include all Dividends declared or any
other money payable in respect of the forfeited share and not actually paid before the forfeiture subject to
the applicable provisions of the Act. There shall be no forfeiture of unclaimed Dividends before the claim
becomes barred by Law.
(d) When any share shall have been so forfeited, notice of the forfeiture shall be given to the Shareholder on
whose name it stood immediately prior to the forfeiture or if any of his legal representatives or to any of
the Persons entitled to the shares by transmission, and an entry of the forfeiture with the date thereof, shall
forthwith be made in the Register of Shareholders, but no forfeiture shall be in any manner invalidated by
any omission or neglect to give such notice or to make any such entry as aforesaid.
(e) Any share so forfeited shall be deemed to be the property of the Company and may be sold; re-allotted, or
otherwise disposed of either to the original holder thereof or to any other Person upon such terms and in
such manner as the Board shall think fit.
(f) Any Shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay
and shall forthwith pay to the Company on demand all calls, instalments, interest and expenses and other
money owing upon or in respect of such shares at the time of the forfeiture together with interest thereon
from the time of the forfeiture until payment at such rate as the Board may determine and the Board may
enforce, (if it thinks fit), payment thereof as if it were a new call made at the date of forfeiture.
(g) The forfeiture of a share shall involve extinction at the time of the forfeiture of all interest in all claims
and demands against the Company, in respect of the share and all other rights incidental to the share,
except only such of these rights as by these Articles are expressly saved.
(h) A duly verified declaration in writing that the declarant is a Director or Secretary of the Company and that
a share in the Company has been duly forfeited in accordance with these Articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be
entitled to the shares.
(i) Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore
given, the Board may appoint some Person to execute an instrument of transfer of the shares sold and
cause the purchaser’s name to be entered in the Register of Shareholders in respect of the shares sold and
the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the
purchase money, and after his name has been entered in the Register of Shareholders in respect of such
shares, the validity of the sale shall not be impeached by any person and the remedy of any person
aggrieved by the sale shall be in damages only and against the Company exclusively.
(j) Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate
or certificates originally issued in respect of the relevant shares shall, (unless the same shall on demand by
the Company have been previously surrendered to it by the defaulting Shareholder), stand cancelled and
become null and void and of no effect and the Board shall be entitled to issue a new certificate or
certificates in respect of the said shares to the person or persons entitled thereto.
(k) The Board may, at any time, before any share so forfeited shall have been sold, re-allotted or otherwise
disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.
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FURTHER ISSUE OF SHARE CAPITAL
Article 21 provides
(a) Where at any time, the Company proposes to increase its subscribed capital by the issue of further shares,
such shares shall be offered—
(i) to persons who, at the date of the offer, are holders of Equity Shares of the Company in proportion,
as nearly as circumstances admit, to the Paid up Share Capital on those shares by sending a letter of
offer subject to the following conditions, namely:-
a. the offer shall be made by notice specifying the number of shares offered and limiting a time
not being less than 15 (fifteen) days and not exceeding 30 (thirty) days from the date of the
offer within which the offer, if not accepted, shall be deemed to have been declined;
b. the offer aforesaid shall be deemed to include a right exercisable by the Person concerned to
renounce the shares offered to him or any of them in favour of any other Person; and the
notice referred to in clause 1 above shall contain a statement of this right;
c. after the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the Person to whom such notice is given that he declines to accept the shares
offered, the Board may dispose of them in such manner which is not dis-advantageous to the
Shareholders and the Company;
(ii) to employees under a scheme of employees’ stock option, subject to Special Resolution passed by
the Company and subject to the Rules and such other conditions, as may be prescribed under Law;
or
(iii) to any persons, if it is authorised by a Special Resolution, whether or not those Persons include the
Persons referred to in clause (i) or clause (ii) above, either for cash or for a consideration other than
cash, if the price of such shares is determined by the valuation report of a registered valuer subject
to the Rules.
(b) The notice referred to in sub-clause i of clause (i) of sub-article (a) shall be dispatched through registered
post or speed post or through electronic mode to all the existing Shareholders at least 3 (three) days before
the opening of the issue.
(c) Nothing in this Article shall apply to the increase of the subscribed capital of a Company caused by the
exercise of an option as a term attached to the Debentures issued or loan raised by the Company to
convert such Debentures or loans into shares in the Company:
Provided that the terms of issue of such Debentures or loan containing such an option have been approved
before the issue of such Debentures or the raising of loan by a Special Resolution passed by the Company
in a General Meeting.
(d) The provisions contained in this Article shall be subject to the provisions of the Section 42 and Section 62
of the Act, the Rules and the applicable provisions of the Companies Act, 1956.
TRANSFER AND TRANSMISSION OF SHARES
Article 22 provides
(a) The Company shall maintain a “Register of Transfers” and shall have recorded therein fairly and
distinctly particulars of every transfer or transmission of any Share, Debenture or other Security held in a
material form.
(b) In accordance with Section 56 of the Act, the Rules and such other conditions as may be prescribed under
Law, every instrument of transfer of shares held in physical form shall be in writing. In case of transfer of
shares where the Company has not issued any certificates and where the shares are held in dematerialized
form, the provisions of the Depositories Act shall apply.
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(c) (i) An application for the registration of a transfer of the shares in the Company may be made either
by the transferor or the transferee within the time frame prescribed under the Act.
(ii) Where the application is made by the transferor and relates to partly paid shares, the transfer shall
not be registered unless the Company gives notice of the application to the transferee in a
prescribed manner and the transferee communicates no objection to the transfer within 2 (two)
weeks from the receipt of the notice.
(d) Every such instrument of transfer shall be executed by both, the transferor and the transferee and attested
and the transferor shall be deemed to remain the holder of such share until the name of the transferee shall
have been entered in the Register of Shareholders in respect thereof.
(e) The Board shall have power on giving not less than 7 (seven) days previous notice by advertisement in a
newspaper circulating in the city, town or village in which the Office of the Company is situated to close
the transfer books, the Register of Shareholders and/or Register of Debenture-holders at such time or
times and for such period or periods, not exceeding 30 (thirty) days at a time and not exceeding in the
aggregate 45 (forty-five) days in each year, as it may deem expedient.
(f) Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable provisions
of the Act or any other Law for the time being in force, the Board may, refuse to register the transfer of,
or the transmission by operation of law of the right to, any securities or interest of a Shareholder in the
Company. The Company shall, within 30 (thirty) days from the date on which the instrument of transfer,
or the intimation of such transmission, as the case may be, was delivered to the Company, send a notice of
refusal to the transferee and transferor or to the person giving notice of such transmission, as the case may
be, giving reasons for such refusal.
Provided that, registration of a transfer shall not be refused on the ground of the transferor being either
alone or jointly with any other Person or Persons indebted to the Company on any account whatsoever
except where the Company has a lien on shares.
(g) Subject to the applicable provisions of the Act and these Articles, the Directors shall have the absolute
and uncontrolled discretion to refuse to register a Person entitled by transmission to any shares or his
nominee as if he were the transferee named in any ordinary transfer presented for registration, and shall
not be bound to give any reason for such refusal and in particular may also decline in respect of shares
upon which the Company has a lien.
(h) Subject to the provisions of these Articles, any transfer of shares in whatever lot should not be refused,
though there would be no objection to the Company refusing to split a share certificate into several scripts
of any small denominations or, to consider a proposal for transfer of shares comprised in a share
certificate to several Shareholders, involving such splitting, if on the face of it such splitting/transfer
appears to be unreasonable or without a genuine need. The Company should not, therefore, refuse transfer
of shares in violation of the stock exchange listing requirements on the ground that the number of shares
to be transferred is less than any specified number.
(i) In case of the death of any one or more Shareholders named in the Register of Shareholders as the joint-
holders of any shares, the survivors shall be the only Shareholder or Shareholders recognized by the
Company as having any title to or interest in such shares, but nothing therein contained shall be taken to
release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other
Person.
(j) The Executors or Administrators or holder of the succession certificate or the legal representatives of a
deceased Shareholder, (not being one of two or more joint-holders), shall be the only Shareholders
recognized by the Company as having any title to the shares registered in the name of such Shareholder,
and the Company shall not be bound to recognize such Executors or Administrators or holders of
succession certificate or the legal representatives unless such Executors or Administrators or legal
representatives shall have first obtained probate or letters of administration or succession certificate, as
the case may be, from a duly constituted court in India, provided that the Board may in its absolute
discretion dispense with production of probate or letters of administration or succession certificate, upon
such terms as to indemnity or otherwise as the Board may in its absolute discretion deem fit and may
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under Article 22(a) of these Articles register the name of any Person who claims to be absolutely entitled
to the shares standing in the name of a deceased Shareholder, as a Shareholder.
(k) The Board shall not knowingly issue or register a transfer of any share to a minor or insolvent or Person
of unsound mind, except fully paid shares through a legal guardian.
(l) Subject to the provisions of Articles, any Person becoming entitled to shares in consequence of the death,
lunacy, bankruptcy of any Shareholder or Shareholders, or by any lawful means other than by a transfer in
accordance with these Articles, may with the consent of the Board, (which it shall not be under any
obligation to give), upon producing such evidence that he sustains the character in respect of which he
proposes to act under this Article, or of his title, as the Board thinks sufficient, either be registered himself
as the holder of the shares or elect to have some Person nominated by him and approved by the Board,
registered as such holder; provided nevertheless, that if such Person shall elect to have his nominee
registered, he shall testify the election by executing in favour of his nominee an instrument of transfer in
accordance with the provisions herein contained and until he does so, he shall not be freed from any
liability in respect of the shares.
(m) A Person becoming entitled to a share by reason of the death or insolvency of a Shareholder shall be
entitled to the same Dividends and other advantages to which he would be entitled if he were the
registered holder of the shares, except that he shall not, before being registered as a Shareholder in respect
of the shares, be entitled to exercise any right conferred by membership in relation to meetings of the
Company.
Provided that the Directors shall, at any time, give notice requiring any such Person to elect either to be
registered himself or to transfer the shares, and if such notice is not complied with within 90 (ninety)
days, the Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in
respect of the shares until the requirements of the notice have been complied with.
(n) Every instrument of transfer shall be presented to the Company duly stamped for registration
accompanied by such evidence as the Board may require to prove the title of the transferor, his right to
transfer the shares. Every registered instrument of transfer shall remain in the custody of the Company
until destroyed by order of the Board.
Where any instrument of transfer of shares has been received by the Company for registration and the
transfer of such shares has not been registered by the Company for any reason whatsoever, the Company
shall transfer the Dividends in relation to such shares to a special account unless the Company is
authorized by the registered holder of such shares, in writing, to pay such Dividends to the transferee and
will keep in abeyance any offer of right shares and/or bonus shares in relation to such shares.
In case of transfer and transmission of shares or other marketable securities where the Company has not
issued any certificates and where such shares or Securities are being held in any electronic and fungible
form in a Depository, the provisions of the Depositories Act shall apply.
(o) Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred
must be delivered to the Company along with a properly stamped and executed instrument of transfer in
accordance with the provisions of Section 56 of the Act.
(p) No fee shall be payable to the Company, in respect of the registration of transfer or transmission of
shares, or for registration of any power of attorney, probate, letters of administration and succession
certificate, certificate of death or marriage or other similar documents, sub division and/or consolidation
of shares and debentures and sub-divisions of letters of allotment, renounceable letters of right and split,
consolidation, renewal and genuine transfer receipts into denomination corresponding to the market unit
of trading.
(q) The Company shall incur no liability or responsibility whatsoever in consequence of its registering or
giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof,
(as shown or appearing in the Register of Shareholders), to the prejudice of a Person or Persons having or
claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company
may have had any notice of such equitable right, title or interest or notice prohibiting registration of such
transfer, and may have entered such notice or referred thereto, in any book of the Company and the
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Company shall not be bound or required to regard or attend or give effect to any notice which may be
given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or
neglecting so to do, though it may have been entered or referred to in some book of the Company but the
Company shall nevertheless be at liberty to regard and attend to any such notice, and give effect thereto if
the Board shall so think fit.
(r) There shall be a common form of transfer in accordance with the Act and Rules.
(s) The provision of these Articles shall subject to the applicable provisions of the Act, the Rules and any
requirements of Law. Such provisions shall mutatis mutandis apply to the transfer or transmission by
operation of Law to other Securities of the Company.
DEMATERIALIZATION OF SECURITIES
Article 23 provides
(a) De-materialization: Notwithstanding anything contained in these Articles, the Company shall be entitled
to dematerialize its existing Securities, rematerialize its Securities held in the Depositories and/or to offer
its fresh Securities in a dematerialized form pursuant to the Depositories Act, and the rules framed
thereunder, if any.
(b) Subject to the applicable provisions of the Act, either the Company or the investor may exercise an option
to issue, dematerialize, hold the securities (including shares) with a Depository in electronic form and the
certificates in respect thereof shall be dematerialized, in which event the rights and obligations of the
parties concerned and matters connected therewith or incidental thereto shall be governed by the
provisions of the Depositories Act.
(c) Notwithstanding anything contained in these Articles to the contrary, in the event the Securities of the
Company are dematerialized, the Company shall issue appropriate instructions to the Depository not to
Transfer the Securities of any Shareholder except in accordance with these Articles. The Company shall
cause its promoters to direct their respective Depository participants not to accept any instruction slip or
delivery slip or other authorisation for Transfer in contravention of these Articles.
(d) If a Person opts to hold his Securities with a Depository, the Company shall intimate such Depository the
details of allotment of the Securities and on receipt of the information, the Depository shall enter in its
record the name of the allottee as the Beneficial Owner of the Securities.
(e) Securities in Depositories to be in fungible form: All Securities held by a Depository shall be
dematerialized and be held in fungible form. Nothing contained in Sections 88, 112 of the Act and
Section 89 and 186 of the Act shall apply to a Depository in respect of the Securities held by it on behalf
of the Beneficial Owners.
(f) Rights of Depositories & Beneficial Owners:
(i) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall
be deemed to be the Registered Owner for the purposes of effecting transfer of ownership of
Securities on behalf of the Beneficial Owner.
(ii) Save as otherwise provided in (i) above, the Depository as the Registered Owner of the Securities
shall not have any voting rights or any other rights in respect of the Securities held by it.
(iii) Every person holding shares of the Company and whose name is entered as the Beneficial Owner
in the records of the Depository shall be deemed to be a Shareholder of the Company.
(iv) The Beneficial Owner of Securities shall, in accordance with the provisions of these Articles and
the Act, be entitled to all the rights and subject to all the liabilities in respect of his Securities,
which are held by a Depository.
(g) Except as ordered by a court of competent jurisdiction or as may be required by Law required and subject
to the applicable provisions of the Act, the Company shall be entitled to treat the person whose name
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appears on the Register as the holder of any share or whose name appears as the Beneficial Owner of any
share in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to
recognize any benami trust or equity, equitable contingent, future, partial interest, other claim to or
interest in respect of such shares or (except only as by these Articles otherwise expressly provided) any
right in respect of a share other than an absolute right thereto in accordance with these Articles, on the
part of any other person whether or not it has expressed or implied notice thereof but the Board shall at
their sole discretion register any share in the joint names of any two or more persons or the survivor or
survivors of them.
(h) Register and Index of Beneficial Owners:
The Company shall cause to be kept a register and index of members with details of shares and
debentures held in materialized and dematerialized forms in any media as may be permitted by Law
including any form of electronic media.
The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall
be deemed to be a register and index of members for the purposes of this Act. The Company shall have
the power to keep in any state or country outside India a register resident in that state or country.
(i) Cancellation of Certificates upon surrender by Person:
Upon receipt of certificate of securities on surrender by a person who has entered into an agreement with
the Depository through a participant, the Company shall cancel such certificates and shall substitute in its
record, the name of the Depository as the registered owner in respect of the said Securities and shall also
inform the Depository accordingly.
(j) Service of Documents: Notwithstanding anything contained in the Act or these Articles to the contrary,
where Securities are held in a Depository, the records of the beneficial ownership may be served by such
Depository on the Company by means of electronic mode or by delivery of floppies or discs.
(k) Transfer of Securities:
(i) Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of Securities
effected by transferor and transferee both of whom are entered as Beneficial Owners in the records
of a Depository.
(ii) In the case of transfer or transmission of shares or other marketable Securities where the Company
has not issued any certificates and where such shares or Securities are being held in any electronic
or fungible form in a Depository, the provisions of the Depositories Act shall apply.
(l) Allotment of Securities dealt with in a Depository: Notwithstanding anything in the Act or these Articles,
where Securities are dealt with by a Depository, the Company shall intimate the details of allotment of
relevant Securities thereof to the Depository immediately on allotment of such Securities.
(m) Certificate Number and other details of Securities in Depository: Nothing contained in the Act or these
Articles regarding the necessity of having certificate number/distinctive numbers for Securities issued by
the Company shall apply to Securities held with a Depository.
(n) Register and Index of Beneficial Owners: The Register and Index of Beneficial Owners maintained by a
Depository under the Depositories Act, shall be deemed to be the Register and Index (if applicable) of
Shareholders and Security-holders for the purposes of these Articles.
(o) Provisions of Articles to apply to Shares held in Depository:
Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls,
lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares
held in Depository so far as they apply to shares held in physical form subject to the provisions of the
Depositories Act.
(p) Depository to furnish information:
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Every Depository shall furnish to the Company information about the transfer of securities in the name of
the Beneficial Owner at such intervals and in such manner as may be specified by Law and the Company
in that behalf.
(q) Option to opt out in respect of any such Security:
If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, he shall inform the
Depository accordingly. The Depository shall on receipt of such information make appropriate entries in
its records and shall inform the Company. The Company shall within 30 (thirty) days of the receipt of
intimation from a Depository and on fulfilment of such conditions and on payment of such fees as may be
specified by the regulations, issue the certificate of securities to the Beneficial Owner or the transferee as
the case may be.
(r) Overriding effect of this Article:
Provisions of this Article will have full effect and force not withstanding anything to the contrary or
inconsistent contained in any other Articles.
NOMINATION BY SECURITIES HOLDERS
Article 24 provides
a) Every holder of Securities of the Company may, at any time, nominate, in the manner prescribed under
the Companies (Share Capital and Debentures) Rules, 2014, a Person as his nominee in whom the
Securities of the Company held by him shall vest in the event of his death.
b) Where the Securities of the Company are held by more than one Person jointly, the joint holders may
together nominate, in the manner prescribed under the Companies (Share Capital and Debentures) Rules,
2014, a Person as their nominee in whom all the rights in the Securities Company shall vest in the event
of death of all the joint holders.
c) Notwithstanding anything contained in any other Law for the time being in force or in any disposition,
whether testamentary or otherwise, in respect of the Securities of the Company, where a nomination made
in the manner prescribed under the Companies (Share Capital and Debentures) Rules, 2014, purports to
confer on any Person the right to vest the Securities of the Company, the nominee shall, on the death of
the holder of Securities of the Company or, as the case may be, on the death of the joint holders become
entitled to all the rights in Securities of the holder or, as the case may be, of all the joint holders, in
relation to such Securities of the Company to the exclusion of all other Persons, unless the nomination is
varied or cancelled in the prescribed manner under the Companies (Share Capital and Debentures) Rules,
2014.
d) Where the nominee is a minor, the holder of the Securities concerned, can make the nomination to
appoint in prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014, any
Person to become entitled to the Securities of the Company in the event of his death, during the minority.
e) The transmission of Securities of the Company by the holders of such Securities and transfer in case of
nomination shall be subject to and in accordance with the provisions of the Companies (Share Capital and
NOMINATION IN CERTAIN OTHER CASES
Article 25 provides
Subject to the applicable provisions of the Act and these Articles, any person becoming entitled to Securities in
consequence of the death, lunacy, bankruptcy or insolvency of any holder of Securities, or by any lawful means
other than by a transfer in accordance with these Articles, may, with the consent of the Board (which it shall not
be under any obligation to give), upon producing such evidence that he sustains the character in respect of which
he proposes to act under this Article or of such title as the Board thinks sufficient, either be registered himself as
the holder of the Securities or elect to have some Person nominated by him and approved by the Board registered
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as such holder; provided nevertheless that, if such Person shall elect to have his nominee registered, he shall
testify the election by executing in favour of his nominee an instrument of transfer in accordance with the
provisions herein contained and until he does so, he shall not be freed from any liability in respect of the
Securities.
BORROWING POWERS
Article 27 provides
(a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the Act and
these Articles, the Board may, from time to time, at its discretion by resolution passed at the meeting of a
Board:
(i) accept or renew deposits from Shareholders;
(ii) borrow money by way of issuance of Debentures;
(iii) borrow money otherwise than on Debentures;
(iv) accept deposits from Shareholders either in advance of calls or otherwise; and
(v) generally raise or borrow or secure the payment of any sum or sums of money for the purposes of
the Company.
Provided, however, that where the money to be borrowed together with the money already
borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of business) exceed the aggregate of the Paid-up capital of the Company and its free
reserves (not being reserves set apart for any specific purpose), the Board shall not borrow such
money without the consent of the Company by way of a Special Resolution in a General Meeting.
(b) Subject to the provisions of these Articles, the payment or repayment of money borrowed as aforesaid
may be secured in such manner and upon such terms and conditions in all respects as the resolution of the
Board shall prescribe including by the issue of bonds, perpetual or redeemable Debentures or debenture–
stock, or any mortgage, charge, hypothecation, pledge, lien or other security on the undertaking of the
whole or any part of the property of the Company, both present and future. Provided however that the
Board shall not, except with the consent of the Company by way of a Special Resolution in General
Meeting mortgage, charge or otherwise encumber, the Company’s uncalled Capital for the time being or
any part thereof and Debentures and other Securities may be assignable free from any equities between
the Company and the Person to whom the same may be issued.
(c) Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued at a
discount, premium or otherwise by the Company and shall with the consent of the Board be issued upon
such terms and conditions and in such manner and for such consideration as the Board shall consider to be
for the benefit of the Company, and on the condition that they or any part of them may be convertible into
Equity Shares of any denomination, and with any privileges and conditions as to the redemption,
surrender, allotment of shares, appointment of Directors or otherwise. Provided that Debentures with
rights to allotment of or conversion into Equity Shares shall not be issued except with, the sanction of the
Company in General Meeting accorded by a Special Resolution.
(d) Subject to the applicable provisions of the Act and these Articles, if any uncalled Capital of the Company
is included in or charged by any mortgage or other security, the Board shall make calls on the
Shareholders in respect of such uncalled Capital in trust for the Person in whose favour such mortgage or
security is executed, or if permitted by the Act, may by instrument under seal authorize the Person in
whose favour such mortgage or security is executed or any other Person in trust for him to make calls on
the Shareholders in respect of such uncalled Capital and the provisions hereinafter contained in regard to
calls shall mutatis mutandis apply to calls made under such authority and such authority may be made
exercisable either conditionally or unconditionally or either presently or contingently and either to the
exclusion of the Board’s power or otherwise and shall be assignable if expressed so to be.
(e) The Board shall cause a proper Register to be kept in accordance with the provisions of Section 85 of the
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Act of all mortgages, Debentures and charges specifically affecting the property of the Company; and
shall cause the requirements of the relevant provisions of the Act in that behalf to be duly complied with
within the time prescribed under the Act or such extensions thereof as may be permitted under the Act, as
the case may be, so far as they are required to be complied with by the Board.
(f) Any capital required by the Company for its working capital and other capital funding requirements may
be obtained in such form as decided by the Board from time to time.
(g) The Company shall also comply with the provisions of the Companies (Registration of Charges) Rules,
2014 in relation to the creation and registration of aforesaid charges by the Company.
SHARE WARRANTS
Article 28 provides
(a) The Company may issue share warrants subject to, and in accordance with, the provisions of Sections 114
and 115 of the Companies Act, 1956; and accordingly the Board may in its discretion, with respect to any
Share which is fully Paid-up, on application in writing signed by the Persons registered as holder of the
Share, and authenticated by such evidence (if any) as the Board may, from time to time, require as to the
identity of the Person signing the application, and on receiving the certificate (if any) of the Share, and the
amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a
share warrant.
(b) (i) The bearer of a share warrant may at any time deposit the warrant at the Office of the Company,
and so long as the warrant remains so deposited, the depositor shall have the same right of signing a
requisition for calling a meeting of the Company, and of attending, and voting and exercising the
other privileges of a Shareholder at any meeting held after the expiry of 2 (two) clear days from the
time of deposit, as if his name were inserted in the Register of Shareholders as the holder of the
Share included in the deposited warrant.
(ii) Not more than one person shall be recognised as depositor of the share warrant.
(iii) The Company shall, on 2 (two) days’ written notice, return the deposited share warrant to the
depositor.
(c) (i) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign
a requisition for calling a meeting of the Company, or attend, or vote or exercise any other
privileges of a Shareholder at a meeting of the Company, or be entitled to receive any notices
from the Company.
(ii) The bearer of a share warrant shall be entitled in all other respects to the same privileges and
advantages as if he were named in the Register of Shareholders as the Shareholder included in the
warrant, and he shall be a Shareholder of the Company.
(d) The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share
warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.
(e) The provisions contained under this Article shall cease to have effect post the notification of section 465
of the Act which shall repeal the provisions of Companies Act, 1956.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
Article 29 provides
(a) The Company in General Meeting may, by Ordinary Resolution, convert any Paid-up shares into stock
and when any shares shall have been converted into stock, the several holders of such stock may
henceforth transfer their respective interest therein, or any part of such interests, in the same manner and
subject to the same regulations as those subject to which shares from which the stock arose might have
been transferred, if no such conversion had taken place or as near thereto as circumstances will admit. The
Company may, by an Ordinary Resolution, at any time reconvert any stock into Paid-up shares of any
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denomination. Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so however such minimum shall not exceed the nominal account from which the stock arose.
(b) The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards Dividends, voting at meetings of the Company, and other matters, as if they
held the shares from which the stock arose, but no such privileges or advantages, (except participation in
the Dividends and profits of the Company and in the assets on winding-up), shall be conferred by an
amount of stock which would not, if existing in shares, have conferred that privilege or advantage.
ANNUAL GENERAL MEETING
Article 30 provides
In accordance with the provisions of the Act, the Company shall in each year hold a General Meeting specified
as its Annual General Meeting and shall specify the meeting as such in the notices convening such meetings.
Further, not more than 15 (fifteen) months gap shall exist between the date of one Annual General Meeting and
the date of the next. All General Meetings other than Annual General Meetings shall be an Extraordinary
General Meetings.
WHEN ANNUAL GENERAL MEETING TO BE HELD
Article 31 provides
Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar
under the provisions of Section 96(1) of the Act to extend the time within which any Annual General Meeting
may be held.
VENUE, DAY AND TIME FOR HOLDING ANNUAL GENERAL MEETING
Article 32 provides
(a) Every Annual General Meeting shall be called during business hours, that is, between 9 A.M. and 6 P.M.
on a day that is not a national holiday, and shall be held at the Office of the Company or at some other
place within the city, town or village in which the Office of the Company is situate, as the Board may
determine and the notices calling the Meeting shall specify it as the Annual General Meeting.
(b) Every Shareholder of the Company shall be entitled to attend the Annual General Meeting either in
person or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any
General Meeting which he attends on any part of the business which concerns him as Auditor. At every
Annual General Meeting of the Company there shall be laid on the table, the Directors’ Report and
Audited Statement of Accounts, Auditors’ Report, (if not already incorporated in the Audited Statement
of Accounts), the proxy Register with proxies and the Register of Directors’ shareholdings which
latter Register shall remain open and accessible during the continuance of the Meeting. The Board shall
cause to be prepared the Annual Return and forward the same to the concerned Registrar of Companies,
in accordance with Sections 92 and 137 of the Act. The Directors are also entitled to attend the Annual
General Meeting.
NOTICE OF GENERAL MEETINGS
Article 33 provides
(a) Number of days’ notice of General Meeting to be given: A General Meeting of the Company may be
called by giving not less than 21 (twenty one) days clear notice in writing or in electronic mode,
excluding the day on which notice is served or deemed to be served (i.e., on expiry of 48 (forty eight)
hours after the letter containing the same is posted). However, a General Meeting may be called after
giving shorter notice if consent is given in writing or by electronic mode by not less than 95 (ninety five)
percent of the Shareholders entitled to vote at that meeting.
The notice of every meeting shall be given to:
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(a) every Shareholder, legal representative of any deceased Shareholder or the assignee of an insolvent
member of the Company,
(b) Auditor or Auditors of the Company, and
(c) all Directors.
(b) Notice of meeting to specify place, etc., and to contain statement of business: Notice of every meeting of
the Company shall specify the place, date, day and hour of the meeting, and shall contain a statement of
the business to be transacted thereat shall be given in the manner prescribed under Section 102 of the Act.
(c) Contents and manner of service of notice and Persons on whom it is to be served: Every notice may be
served by the Company on any Shareholder thereof either personally or by sending it by post to their/its
registered address in India and if there be no registered address in India, to the address supplied by the
Shareholder to the Company for giving the notice to the Shareholder.
(d) Special Business: Subject to the applicable provisions of the Act, where any items of business to be
transacted at the meeting are deemed to be special, there shall be annexed to the notice of the meeting a
statement setting out all material facts concerning each item of business including any particular nature of
the concern or interest if any therein of every Director or manager (as defined under the provisions of the
Act), if any or key managerial personnel (as defined under the provisions of the Act) or the relatives of
any of the aforesaid and where any item of special business relates to or affects any other company, the
extent of shareholding interest in that other company of every Director or manager (as defined under the
provisions of the Act), if any or key managerial personnel (as defined under the provisions of the Act) or
the relatives of any of the aforesaid of the first mentioned company shall also be set out in the statement if
the extent of such interest is not less than 2 per cent of the paid up share capital of that other company. All
business transacted at any meeting of the Company shall be deemed to be special and all business
transacted at the Annual General Meeting of the Company with the exception of the business specified in
Section 102 of the Act shall be deemed to be special.
(e) Resolution requiring Special Notice: With regard to resolutions in respect of which special notice is
required to be given by the Act, a special notice shall be given as required by Section 115 of the Act.
(f) Notice of Adjourned Meeting when necessary: When a meeting is adjourned for 30 (thirty) days or more,
notice of the adjourned meeting shall be given as in the case of an original meeting in accordance with the
applicable provisions of the Act.
(g) Notice when not necessary: Save as aforesaid, and as provided in Section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
(h) The notice of the General Meeting shall comply with the provisions of Companies (Management and
Administration) Rules, 2014.
REQUISITION OF EXTRAORDINARY GENERAL MEETING
Article 34 provides
(a) The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition received from such number of Shareholders who hold, on the date of receipt of the requisition,
not less than one-tenth of such of the Paid up Share Capital of the Company as on that date carries the
right of voting and such meeting shall be held at the Office or at such place and at such time as the Board
thinks fit.
(b) Any valid requisition so made by Shareholders must state the object or objects of the meeting proposed to
be called, and must be signed by the requisitionists and be deposited at the Office; provided that such
requisition may consist of several documents in like form each signed by one or more requisitionists.
(c) Upon the receipt of any such valid requisition, the Board shall forthwith call an Extraordinary General
Meeting and if they do not proceed within 21 (twenty-one) days from the date of the requisition being
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deposited at the Office to cause a meeting to be called on a day not later than 45 (forty-five) days from the
date of deposit of the requisition, the requisitionists or such of their number as represent either a majority
in value of the Paid up Share Capital held by all of them or not less than one-tenth of such of the Paid-up
Share Capital of the Company as is referred to in Section 100 of the Act, whichever is less, may
themselves call the meeting, but in either case any meeting so called shall be held within three months
from the date of the delivery of the requisition as aforesaid.
(d) Any meeting called under the foregoing sub-articles by the requisitionists, shall be called in the same
manner, as nearly as possible, as that in which a meeting is to be called by the Board.
(e) The accidental omission to give any such notice as aforesaid to any of the Shareholders, or the non-receipt
thereof, shall not invalidate any resolution passed at any such meeting.
(f) No General Meeting, Annual or Extraordinary, shall be competent to enter into, discuss or transact any
business which has not been mentioned in the notice or notices by which it was convened.
(g) The Extraordinary General Meeting called under this article shall be subject to and in accordance with the
provisions contained under the Companies (Management and Administration) Rules, 2014.
NO BUSINESS TO BE TRANSACTED IN GENERAL MEETING IF QUORUM IS NOT PRESENT
Article 35 provides
The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject to the
provisions of Section 103(2) of the Act, if such a quorum is not present within half an hour from the time set for
the Shareholders’ Meeting, the Shareholders’ Meeting shall be adjourned to the same time and place or to such
other date and such other time and place as the Board may determine and the agenda for the adjourned
Shareholders’ Meeting shall remain the same. If at such adjourned meeting also, a quorum is not present, at the
expiration of half an hour from the time appointed for holding the meeting, the members present shall be a
quorum, and may transact the business for which the meeting was called.
CHAIRMAN OF THE GENERAL MEETING
Article 36 provides
The Chairman of the Board shall be entitled to take the Chair at every General Meeting, whether Annual or
Extraordinary. If there be no such Chairman of the Board or if at any meeting he shall not be present within
fifteen minutes of the time appointed for holding such meeting or if he is unable or unwilling to take the Chair,
then the Directors present shall elect one of them as Chairman. If no Director be present or if all the Directors
present decline to take the Chair, then the Shareholders present shall elect one of their number to be the
Chairman of the meeting. No business shall be discussed at any General Meeting except the election of a
Chairman while the Chair is vacant.
CHAIRMAN CAN ADJOURN THE GENERAL MEETING
Article 37 provides
The Chairman may, with the consent given in the meeting at which a quorum is present (and if so directed by the
meeting) adjourn the General Meeting from time to time and from place to place within the city, town or village
in which the Office of the Company is situate but no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment took place.
QUESTIONS AT GENERAL MEETING HOW DECIDED
Article 38 provides
(a) At any General Meeting, a resolution put to the vote of the General Meeting shall, unless a poll is
demanded, be decided by a show of hands. Before or on the declaration of the result of the voting on any
resolution by a show of hands, a poll may be carried out in accordance with the applicable provisions of
the Act or the voting is carried out electronically. Unless a poll is demanded, a declaration by the
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Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a
particular majority, or lost and an entry to that effect in the Minute Book of the Company shall be
conclusive evidence of the fact, of passing of such resolution or otherwise.
(b) In the case of equal votes, the Chairman shall both on a show of hands and at a poll, (if any), have a
casting vote in addition to the vote or votes to which he may be entitled as a Shareholder.
(c) If a poll is demanded as aforesaid, the same shall subject to anything stated in these Articles be taken at
such time, (not later than forty-eight hours from the time when the demand was made), and place within
the City, Town or Village in which the Office of the Company is situate and either by a show of hands or
by ballot or by postal ballot, as the Chairman shall direct and either at once or after an interval or
adjournment, or otherwise and the result of the poll shall be deemed to be the decision of the meeting at
which the poll was demanded. Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll. The demand for a poll may be withdrawn at any time by
the Person or Persons who made the demand.
(d) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinise the
votes given on the poll and to report thereon to him. One of the scrutineers so appointed shall always be a
Shareholder, (not being an officer or employee of the Company), present at the meeting provided such a
Shareholder is available and willing to be appointed. The Chairman shall have power at any time before
the result of the poll is declared, to remove a scrutineer from office and fill vacancies in the office of
scrutineer arising from such removal or from any other cause.
(e) Any poll duly demanded on the election of a Chairman of a meeting or any question of adjournment, shall
be taken at the meeting forthwith. A poll demanded on any other question shall be taken at such time not
later than 48 hours from the time of demand, as the Chairman of the meeting directs.
(f) The demand for a poll except on the question of the election of the Chairman and of an adjournment shall
not prevent the continuance of a meeting for the transaction of any business other than the question on
which the poll has been demanded.
(g) No report of the proceedings of any General Meeting of the Company shall be circulated or advertised at
the expense of the Company unless it includes the matters required by these Articles or Section 118 of the
Act to be contained in the Minutes of the proceedings of such meeting.
(h) The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or
with the intent to evade or defeat the terms as contained in these Articles.
PASSING RESOLUTIONS BY POSTAL BALLOT
Article 39 provides
(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions
relating to such business as notified under the Companies (Management and Administration) Rules, 2014,
as amended, or other Law required to be passed by postal ballot, shall get any resolution passed by means
of a postal ballot, instead of transacting the business in the General Meeting of the Company. Also, the
Company may, in respect of any item of business other than ordinary business and any business in respect
of which Directors or Auditors have a right to be heard at any meeting, transact the same by way of postal
ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the
procedures as prescribed under Section 110 of the Act and the Companies (Management and
Administration) Rules, 2014, as amended from time.
VOTES OF MEMBERS
Article 40 provides
(a) No Shareholder shall be entitled to vote either personally or by proxy at any General Meeting or meeting
of a class of Shareholders either upon a show of hands or upon a poll in respect of any shares registered in
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his name on which calls or other sums presently payable by him have not been paid or in regard to which
the Company has exercised any right of lien.
(b) No member shall be entitled to vote at a General Meeting unless all calls or other sums presently payable
by him have been paid, or in regard to which the Company has lien and has exercised any right of lien.
(c) Subject to the provisions of these Articles, without prejudice to any special privilege or restrictions as to
voting for the time being attached to any class of shares for the time being forming a part of the Capital of
the Company, every Shareholder not disqualified by the last preceding Article, shall be entitled to be
present, and to speak and vote at such meeting, and on a show of hands, every Shareholder present in
person shall have one vote and upon a poll, the voting right of such Shareholder present, either in person
or by proxy, shall be in proportion to his share of the Paid Up Share Capital of the Company held alone or
jointly with any other Person or Persons.
Provided however, if any Shareholder holding Preference shares be present at any meeting of the
Company, save as provided in Section 47(2) of the Act, he shall have a right to vote only on resolutions
placed before the Meeting, which directly affect the rights attached to his preference shares.
(d) On a poll taken at a meeting of the Company, a Shareholder entitled to more than one vote, or his proxy,
or any other Person entitled to vote for him (as the case may be), need not, if he votes, use or cast all his
votes in the same way.
(e) A Shareholder of unsound mind or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, through a committee or through
his legal guardian; and any such committee or guardian may, on a poll vote by proxy. If any Shareholder
be a minor his vote in respect of his Share(s) shall be exercised by his guardian(s), who may be selected
(in case of dispute) by the Chairman of the meeting.
(f) If there be joint registered holders of any shares, any one of such Persons may vote at any meeting or may
appoint another Person, (whether a Shareholder or not) as his proxy in respect of such shares, as if he
were solely entitled thereto; but the proxy so appointed shall not have any right to speak at the meeting
and if more than one of such joint-holders be present at any meeting, then one of the said Persons so
present whose name stands higher in the Register of Shareholders shall alone be entitled to speak and to
vote in respect of such shares, but the other joint- holders shall be entitled to be present at the meeting.
Several Executors or Administrators of a deceased Shareholder in whose name shares stand shall for the
purpose of these Articles be deemed joint-holders thereof.
(g) Subject to the provision of these Articles, votes may be given personally or by an attorney or by proxy. A
body corporate, whether or not a Company within the meaning of the Act, being a Shareholder may vote
either by a proxy or by a representative duly authorised in accordance with Section 113 of the Act and
such representative shall be entitled to exercise the same rights and powers, (including the right to vote by
proxy), on behalf of the body corporate which he represents as that body could have exercised if it were
an individual Shareholder.
(h) Any Person entitled to transfer any shares of the Company may vote at any General Meeting in respect
thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight
hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at which
he proposes to vote, he shall satisfy the Board of his right to such shares and give such indemnity (if any)
as the Board may require unless the Board shall have previously admitted his right to vote at such meeting
in respect thereof.
(i) Every proxy, (whether a Shareholder or not), shall be appointed in writing under the hand of the appointer
or his attorney, or if such appointer is a corporation under the Common Seal of such corporation or be
signed by an officer or an attorney duly authorised by it, and any committee or guardian may appoint
proxy. The proxy so appointed shall not have any right to speak at a meeting.
(j) An instrument of proxy may appoint a proxy either for (i) the purposes of a particular meeting (as
specified in the instrument) or (ii) for any adjournment thereof or (iii) it may appoint a proxy for the
purposes of every meeting of the Company, or (iv) of every meeting to be held before a date specified in
the instrument for every adjournment of any such meeting.
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(k) A Shareholder present by proxy shall be entitled to vote only on a poll.
(l) An instrument appointing a proxy and a power of attorney or other authority (including by way of a Board
Resolution, (if any),) under which it is signed or a notarially certified copy of that power or authority or
resolution as the case may be, shall be deposited at the Office not later than forty-eight hours before the
time for holding the meeting at which the Person named in the instrument proposes to vote and in default
the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after
the expiration of 12 months from the date of its execution. An attorney shall not be entitled to vote unless
the power of attorney or other instrument or resolution as the case may be appointing him or a notarially
certified copy thereof has either been registered in the records of the Company at any time not less than
forty-eight hours before the time for holding the meeting at which the attorney proposes to vote, or is
deposited at the Office of the Company not less than forty-eight hours before the time fixed for such
meeting as aforesaid. Notwithstanding that a power of attorney or other authority has been registered in
the records of the Company, the Company may, by notice in writing addressed to the Shareholder or the
attorney, given at least 48 (forty eight) hours before the meeting, require him to produce the original
power of attorney or authority or resolution as the case may be and unless the same is deposited with the
Company not less than forty-eight hours before the time fixed for the meeting, the attorney shall not be
entitled to vote at such meeting unless the Board in their absolute discretion excuse such non-production
and deposit.
(m) Every instrument of proxy whether for a specified meeting or otherwise should, as far as circumstances
admit, be in any of the forms set out in the Companies (Management and Administration) Rules, 2014.
(n) If any such instrument of appointment be confined to the object of appointing an attorney or proxy for
voting at meetings of the Company it shall remain permanently or for such time as the Directors may
determine in the custody of the Company; if embracing other objects a copy thereof, examined with the
original, shall be delivered to the Company to remain in the custody of the Company.
(o) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death of the principal, or revocation of the proxy or of any power of attorney under which such
proxy was signed, or the transfer of the Share in respect of which the vote is given, provided that no
intimation in writing of the death, revocation or transfer shall have been received at the Office before the
meeting.
(p) No objection shall be made to the validity of any vote, except at the Meeting or poll at which such vote
shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or
poll shall be deemed valid for all purposes of such meeting or poll whatsoever.
(q) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such
meeting. The Chairman present at the taking of a poll shall be in the sole judge of the validity of every
vote tendered at such poll.
(i) The Company shall cause minutes of all proceedings of every General Meeting to be kept by
making within 30 (thirty) days of the conclusion of every such meeting concerned, entries thereof
in books kept for that purpose with their pages consecutively numbered.
(ii) Each page of every such book shall be initialed or signed and the last page of the record of
proceedings of each meeting in such book shall be dated and signed by the Chairman of the same
meeting within the aforesaid period of 30 (thirty) days or in the event of the death or inability of
that Chairman within that period, by a Director duly authorised by the Board for that purpose.
(iii) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid
by pasting or otherwise.
(iv) The Minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(v) All appointments of Directors of the Company made at any meeting aforesaid shall be included in
the minutes of the meeting.
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(vi) Nothing herein contained shall require or be deemed to require the inclusion in any such Minutes of
any matter which in the opinion of the Chairman of the Meeting (i) is or could reasonably be
regarded as, defamatory of any person, or (ii) is irrelevant or immaterial to the proceedings, or (iii)
is detrimental to the interests of the Company. The Chairman of the meeting shall exercise an
absolute discretion in regard to the inclusion or non-inclusion of any matter in the Minutes on the
aforesaid grounds.
(vii) Any such Minutes shall be evidence of the proceedings recorded therein.
(viii) The book containing the Minutes of proceedings of General Meetings shall be kept at the Office of
the Company and shall be open, during business hours, for such periods not being less in the
aggregate than two hours in each day as the Board determines, for the inspection of any
Shareholder without charge.
(ix) The Company shall cause minutes to be duly entered in books provided for the purpose of:
a) the names of the Directors and Alternate Directors present at each General Meeting;
b) all Resolutions and proceedings of General Meeting.
(r) The Shareholders shall vote (whether in person or by proxy) all of the shares owned or held on record by
them at any Annual or Extraordinary General Meeting of the Company called for the purpose of filling
positions to the Board, appointed as a Director of the Company under Section 164(1) of the Act in
accordance with these Articles.
(s) The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or
with the intent to evade or defeat the terms as contained in these Articles.
(t) All matters arising at a General Meeting of the Company, other than as specified in the Act or these
Articles if any, shall be decided by a majority vote.
(u) The Shareholders shall exercise their voting rights as shareholders of the Company to ensure that the Act
or these Articles are implemented and acted upon by the Shareholders, and by the Company and to
prevent the taking of any action by the Company or by any Shareholder, which is contrary to or with a
view or intention to evade or defeat the terms as contained in these Articles.
(v) Any corporation which is a Shareholder of the Company may, by resolution of the Board or other
governing body, authorise such person as it thinks fit to act as its representative at any meeting of the
Company and the said person so authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could have exercised if it were an individual
Shareholder in the Company (including the right to vote by proxy).
(w) The Company shall also provide e-voting facility to the Shareholders of the Company in terms of the
provisions of the Companies (Management and Administration) Rules, 2014, the listing agreement or any
other Law, if applicable to the Company.
DIRECTORS
Article 41 provides
Subject to the applicable provisions of the Act, the number of Directors of the Company shall not be less than 3
(three) and not more than 15 (fifteen). The Company shall also comply with the provisions of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the provisions of the listing agreement. The Board
shall have an optimum combination of executive and Independent Directors with atleast 1 (one) woman Director,
as may be prescribed by Law from time to time. Provided however, that the Investors shall have a right to
nominate one member and one observer on the Board until they collectively hold 1,562,500 Equity Shares of the
Company.
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CHAIRMAN OF THE BOARD OF DIRECTORS
Article 42 provides
(a) The members of the Board shall elect any one of them as the Chairman of the Board. The Chairman shall
preside at all meetings of the Board and the General Meeting of the Company. The Chairman shall have a
casting vote in the event of a tie.
(b) If for any reason the Chairman is not present at the meeting or is unwilling to act as Chairman, the
members of the Board shall appoint any one of the remaining Directors as the Chairman.
APPOINTMENT OF ALTERNATE DIRECTORS
Article 43 provides
Subject to Section 161 of the Act, the Board shall be entitled to nominate an alternate director to act for him
during his absence for a period of not less than 3 (three) months. The Board may appoint such a person as an
Alternate Director to act for a Director (hereinafter called “the Original Director”) (subject to such person
being acceptable to the Chairman) during the Original Director’s absence for a period of not less than three
months from India. An Alternate Director appointed under this Article shall not hold office for a period longer
than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and
when the Original Director returns to India. If the term of the office of the Original Director is determined before
he so returns to India, any provisions in the Act or in these Articles for automatic re-appointment shall apply to
the Original Director and not to the Alternate Director.
CASUAL VACANCY AND ADDITIONAL DIRECTORS
Article 44 provides
Subject to the applicable provisions of the Act and these Articles, the Board shall have the power at any time and
from time to time to appoint any qualified Person to be a Director either as an addition to the Board or to fill a
casual vacancy but so that the total number of Directors shall not at any time exceed the maximum number fixed
under Article 42. Any Person so appointed as an addition shall hold office only up to the earlier of the date of the
next Annual General Meeting or at the last date on which the Annual General Meeting should have been held but
shall be eligible for appointment by the Company as a Director at that meeting subject to the applicable
provisions of the Act.
DEBENTURE DIRECTORS
Article 45 provides
If it is provided by a trust deed, securing or otherwise, in connection with any issue of Debentures of the
Company, that any Person/lender or Persons/lenders shall have power to nominate a Director of the Company,
then in the case of any and every such issue of Debentures, the Person/lender or Persons/lenders having such
power may exercise such power from time to time and appoint a Director accordingly. Any Director so
appointed is herein referred to a Debenture Director. A Debenture Director may be removed from office at any
time by the Person/lender or Persons/lenders in whom for the time being is vested the power under which he was
appointed and another Director may be appointed in his place. A Debenture Director shall not be bound to hold
any qualification shares and shall not be liable to retire by rotation or be removed by the Company. The trust
deed may contain ancillary provisions as may be arranged between the Company and the trustees and all such
provisions shall have effect notwithstanding any other provisions contained herein.
INDEPENDENT DIRECTORS
Article 46 provides
The Company shall have such number of Independent Directors on the Board of the Company, as may be
required in terms of the provisions of Section 149 of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 or any other Law, as may be applicable. Further, the appointment of
such Independent Directors shall be in terms of the aforesaid provisions of Law and subject to the requirements
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prescribed under Clause 49 of the listing agreement.
EQUAL POWER TO DIRECTOR
Article 47 provides
Except as otherwise provided in these Articles or under the provisions of the Act, as applicable all the Directors
of the Company shall have in all matters, equal rights and privileges and shall be subject to equal obligations and
duties in respect of the affairs of the Company.
NOMINEE DIRECTORS
Article 48 provides
Whenever the Board enters into a contract with any lenders for borrowing any money or for providing any
guarantee or security or for technical collaboration or assistance or enter into any other arrangement, the Board
shall have, subject to the provisions of Section 152 of the Act the power to agree that such lenders shall have the
right to appoint or nominate by a notice in writing addressed to the Company one or more Directors on the
Board for such period and upon such conditions as may be mentioned in the common loan agreement/ facility
agreement. The nominee director representing lenders shall not be required to hold qualification shares and not
be liable to retire by rotation. The Directors may also agree that any such Director, or Directors may be removed
from time to time by the lenders entitled to appoint or nominate them and such lenders may appoint another or
other or others in his or their place and also fill in any vacancy which may occur as a result of any such Director,
or Directors ceasing to hold that office for any reason whatever. The nominee director shall hold office only so
long as any monies remain owed by the Company to such lenders.
The nominee director shall be entitled to all the rights and privileges of other Directors including the sitting fees
and expenses as payable to other Directors but, if any other fees, commission, monies or remuneration in any
form are payable to the Directors, the fees, commission, monies and remuneration in relation to such nominee
director shall accrue to the lenders and the same shall accordingly be paid by the Company directly to the
lenders.
Provided that if any such nominee director is an officer of any of the lenders, the sittings fees in relation to such
nominee director shall also accrue to the lenders concerned and the same shall accordingly be paid by the
Company directly to that lenders.
Any expenditure that may be incurred by the lenders or the nominee director in connection with the appointment
or directorship shall be borne by the Company.
The nominee director so appointed shall be a member of the project management sub-committee, audit sub-
committee and other sub-committees of the Board, if so desired by the lenders.
The nominee director shall be entitled to receive all notices, agenda, etc. and to attend all general meetings and
Board meetings and meetings of any committee(s) of the Board of which he is a member and to receive all
notices, agenda and minutes, etc. of the said meeting.
If at any time, the nominee director is not able to attend a meeting of Board or any of its committees, of which
he is a member, the lenders may depute an observer to attend the meeting. The expenses incurred by the lenders
in this connection shall be borne by the Company.
NO QUALIFICATION SHARES FOR DIRECTORS
Article 49 provides
A Director shall not be required to hold any qualification shares of the Company.
REMUNERATION OF DIRECTORS
Article 50 provides
(a) Subject to the applicable provisions of the Act, the Rules, Law including the provisions of the listing
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agreement, a Managing Director or Managing Directors, and any other Director/s who is/are in the whole
time employment of the Company may be paid remuneration either by a way of monthly payment or at a
specified percentage of the net profits of the Company or partly by one way and partly by the other,
subject to the limits prescribed under the Act.
(b) Subject to the applicable provisions of the Act, a Director (other than a Managing Director or an
executive Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or
the central government from time to time for each meeting of the Board or any Committee thereof
attended by him.
(c) The remuneration payable to each Director for every meeting of the Board or Committee of the Board
attended by them shall be such sum as may be determined by the Board from time to time within the
maximum limits prescribed from time to time by the Central Government pursuant to the first proviso to
Section 197 of the Act.
(d) All fees / compensation to be paid to non-executive Directors including Independent Directors shall be as
fixed by the Board and shall require the prior approval of the Shareholders in a General meeting. Such
approval shall also specify the limits for the maximum number of stock options that can be granted to a
non-executive Director, in any financial year, and in aggregate. However, such prior approval of the
Shareholders shall not be required in relation to the payment of sitting fees to non-executive Directors if
the same is made within the prescribed limits under the Act for payment of sitting fees with approval of
central government. Notwithstanding anything contained in this article, the Independent Directors shall
not be eligible to receive any stock options.
SPECIAL REMUNERATION FOR EXTRA SERVICES RENDERED BY A DIRECTOR
Article 51 provides
If any Director be called upon to perform extra services or special exertions or efforts (which expression shall
include work done by a Director as a member of any Committee formed by the Directors), the Board may
arrange with such Director for such special remuneration for such extra services or special exertions or efforts
either by a fixed sum or otherwise as may be determined by the Board. Such remuneration may either be in
addition, to or in substitution for his remuneration otherwise provided, subject to the applicable provisions of the
Act.
TRAVEL EXPENSES OF DIRECTORS
Article 52 provides
The Board may allow and pay to any Director, who is not a bona fide resident of the place where the meetings of
the Board/Committee meetings are ordinarily held; and who shall come to such place for the purpose of
attending any meeting, such sum as the Board may consider fair compensation for travelling, lodging and/ or
other expenses, in addition to his fee for attending such Board / Committee meetings as above specified; and if
any Director be called upon to go or reside out of his ordinary place of his residence on the Company’s business,
he shall be entitled to be repaid and reimbursed travelling and other expenses incurred in connection with the
business of the Company in accordance with the provisions of the Act.
CONTINUING DIRECTORS
Article 53 provides
The continuing Directors may act notwithstanding any vacancy in their body, but if, and so long as their number
is reduced below the minimum number fixed by Article 42 hereof, the continuing Directors not being less than
two may act for the purpose of increasing the number of Directors to that number, or for summoning a General
Meeting, but for no other purpose.
ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR
Article 54 provides
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At the Annual General Meeting of the Company to be held in every year, one third of such of the Directors as are
liable to retire by rotation for time being, or, if their number is not three or a multiple of three then the number
nearest to one third shall retire from office, and they will be eligible for re-election. Provided nevertheless that
the managing Director or whole-time Director(s), appointed or the Directors appointed as a Debenture Director
under Articles hereto shall not retire by rotation under this Article nor shall they be included in calculating the
total number of Directors of whom one third shall retire from office under this Article. Provided that, if at any
time the number of Directors (including whole-lime Director) as are not subject to retirement by rotation shall
exceed one-third of the total number of the Directors for the time being then such of the whole-time Director or
two or more of them as the Directors may from time to time determine shall be liable to retirement by rotation in
accordance with the Article 151 to the intent that the number of Directors not liable to retirement by rotation
shall not exceed one-third of the total number of Directors at any point of time.
PROCEDURE, IF PLACE OF RETIRING DIRECTORS IS NOT FILLED UP
Article 55 provides
(a) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill
the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and
place, or if that day is a national holiday, till the next succeeding day which is not a national holiday, at
the same time and place.
(b) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has
not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been
reappointed at the adjourned meeting, unless:-
(i) at that meeting or at the previous meeting a resolution for the reappointment of such Director has
been put to the meeting and lost;
(ii) retiring Director has, by a notice in writing addressed to the Company or its Board , expressed his
unwillingness to be so reappointed;
(iii) he is not qualified or is disqualified for appointment;
(iv) a resolution whether special or ordinary is required for the appointment or reappointment by virtue
of any applicable provisions of the Act.
COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS.
Article 56 provides
Subject to Article 42 and Section 149 and 152 of the Act, the Company may, by Ordinary Resolution, from time
to time, increase or reduce the number of Directors, and may alter their qualifications and the Company may,
(subject to the provisions of Section 169 of the Act), remove any Director before the expiration of his period of
office and appoint another qualified in his stead. The person so appointed shall hold office during such time as
the Director in whose place he is appointed would have held the same if he had not been removed.
MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE DIRECTOR(S)/

MANAGER
Article 57 provides
Subject to the provisions of Section 203 of the Act and of these Articles, the Board shall have the power to
appoint from time to time any full time employee of the Company as Managing Director/ whole time director or
executive director or manager of the Company. The Managing Director(s) or the whole time director(s) manager
or executive director(s), as the case may be, so appointed, shall be responsible for and in charge of the day to day
management and affairs of the Company and subject to the applicable provisions of the Act and these Articles,
the Board shall vest in such Managing Director/s or the whole time director(s) or manager or executive
director(s), as the case may be, all the powers vested in the Board generally. The remuneration of a Managing
Director/ whole time director or executive director or manager may be by way of monthly payment, fee for each
meeting or participation in profits, or by any or all those modes or any other mode not expressly prohibited by
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the Act.
PROVISIONS TO WHICH MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S)/

EXECUTIVE DIRECTOR(S)/ MANAGER ARE SUBJECT
Article 58 provides
Notwithstanding anything contained herein, a Managing Director(s)/ whole time director(s)/ executive
director(s)/ manager shall subject to the provisions of any contract between him and the Company be subject to
the same provisions as to resignation and removal as the other Directors of the Company, and if he ceases to hold
the office of a Director he shall ipso facto and immediately cease to be a Managing Director(s)/ whole time
director(s)/ executive director(s)/ manager, and if he ceases to hold the office of a Managing Director(s)/ whole
time director(s)/ executive director(s)/ manager he shall ipso facto and immediately cease to be a Director.
REMUNERATION OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE

DIRECTOR(S)/ MANAGER
Article 59 provides
The remuneration of the Managing Director(s)/ whole time director(s)/ executive director(s)/ manager shall
(subject to Sections 196, 197 and 203 and other applicable provisions of the Act the rules made thereunder and
of these Articles and of any contract between him and the Company) be fixed by the Directors, from time to time
and may be by way of fixed salary and/or perquisites or commission or profits of the Company or by
participation in such profits, or by any or all these modes or any other mode not expressly prohibited by the Act.
POWER AND DUTIES OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) /

EXECUTIVE DIRECTOR(S)/ MANAGER
Article 60 provides
Subject to the superintendence, control and direction of the Board, the day-to-day management of the Company
shall be in the hands of the Managing Director(s)/ whole time director(s) / executive director(s)/ manager s in the
manner as deemed fit by the Board and subject to the applicable provisions of the Act, and these Articles, the
Board may by resolution vest any such Managing Director(s)/ whole time director(s) / executive director(s)/
manager with such of the powers hereby vested in the Board generally as it thinks fit and such powers may be
made exercisable for such period or periods and upon such conditions and subject to the applicable provisions of
the Act, and these Articles confer such power either collaterally with or to the exclusion of or in substitution for
all or any of the Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of
such powers.
POWER TO BE EXERCISED BY THE BOARD ONLY BY MEETING
Article 61 provides
The Board shall exercise the following powers on behalf of the Company and the said powers shall be exercised
only by resolutions passed at the meeting of the Board:
(a) to make calls on Shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of securities under Section 68 of the Act;
(c) to issue securities, including debentures, whether in or outside India;
(d) to borrow money(ies);
(e) to invest the funds of the Company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statements and the Board’s report;
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(h) to diversify the business of the Company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) fees/ compensation payable to non-executive directors including independent directors of the Company;
and
(l) any other matter which may be prescribed under the Companies (Meetings of Board and its Powers)
Rules, 2014 and the listing agreement.
The Board may, by a resolution passed at a meeting, delegate to any Committee of Directors, the Managing
Director, or to any person permitted by Law the powers specified in sub clauses (d) to (f) above.
The aforesaid powers shall be exercised in accordance with the provisions of the Companies (Meetings of Board
and its Powers) Rules, 2014 and shall be subject to the provisions of section 180 of the Act.
In terms of Section 180 of the Act, the Board may exercise the following powers subject to receipt of consent by
the Company by way of a Special Resolution:
(a) to sell, lease or otherwise dispose of the whole or substantial part of the undertaking of the Company;
(b) to borrow money; and
(c) any such other matter as may be prescribed under the Act, the listing agreement and other applicable
provisions of Law.
MAKING LIABILITY OF DIRECTORS UNLIMITED
Article 62 provides
The Company may, by Special Resolution in a General Meeting, alter its Memorandum of Association so as to
render unlimited the liability of its Directors or of any Director or manager, in accordance with Section 323 of
the Companies Act, 1956.
PROCEEDINGS OF THE BOARD OF DIRECTORS
Article 63 provides
(a) At least 4 (four) Board Meetings shall be held in any calendar year and there should not be a gap of more
than 120 (one hundred twenty) days between two consecutive Board Meetings.
(b) The participation of Directors in a meeting of the Board may be either in person or through video
conferencing or other audio visual means, as may be prescribed, which are capable of recording and
recognising the participation of the Directors and of recording and storing the proceedings of such
meetings along with date and time. However, such matters as provided under the Companies (Meetings of
Board and its Powers) Rules, 2014 shall not be dealt with in a meeting through video conferencing or
other audio visual means. Any meeting of the Board held through video conferencing or other audio
visual means shall only be held in accordance with the Companies (Meetings of Board and its Powers)
Rules, 2014.
(c) The Company Secretary shall, as and when directed by the Chairman convene a meeting of the Board by
giving a notice in writing to every Director in accordance with the provisions of the Act and the
Companies (Meetings of Board and its Powers) Rules, 2014.
(d) The Board may meet either at the Office of the Company, or at any other location in India or outside India
as the Chairman may determine.
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(e) At least 7 (seven) days’ notice of every meeting of the Board shall be given in writing to every Director
for the time being at his address registered with the Company and such notice shall be sent by hand
delivery or by post or by electronic means. A meeting of the Board may be convened in accordance with
these Articles by a shorter notice in case of any emergency as directed by the Chairman or the Managing
Director or the Executive Director, as the case may be, subject to the presence of 1 (one) Independent
Director in the said meeting. If an Independent Director is not present in the said meeting, then decisions
taken at the said meeting shall be circulated to all the Directors and shall be final only upon ratification by
one independent Director. Such notice or shorter notice may be sent by post or by fax or e-mail depending
upon the circumstances.
(f) At any Board Meeting, each Director may exercise 1 (one) vote. The adoption of any resolution of the
Board shall require the affirmative vote of a majority of the Directors present at a duly constituted Board
Meeting.
QUORUM FOR BOARD MEETING
Article 64 provides
(a) Quorum for Board Meetings
Subject to the provisions of Section 174 of the Act, the quorum for each Board Meeting shall be one-third
of its total strength and the presence of Directors by video conferencing or by other audio visual means
shall also be counted for the purposes of calculating quorum.
If any duly convened Board Meeting cannot be held for want of a quorum, then such a meeting shall
automatically stand adjourned for 7 (seven) days after the original meeting at the same time and place, or
if that day is a national holiday, on the succeeding day which is not a public holiday to the same time and
place. Provided however, the adjourned meeting may be held on such other date and such other place as
may be unanimously agreed to by all the Directors in accordance with the provisions of the Act.
(b) If in the event of a quorum once again not being available at such an adjourned meeting, the Directors
present shall constitute the quorum and may transact business for which the meeting has been called.
QUESTIONS AT THE BOARD MEETINGS HOW DECIDED
Article 65 provides
(a) Questions arising at any meeting of the Board, other than as specified in these Articles and the Act, if any,
shall be decided by a majority vote. In the case of an equality of votes, the Chairman shall have a second
or casting vote.
(b) No regulation made by the Company in General Meeting, shall invalidate any prior act of the Board,
which would have been valid if that regulation had not been made.
ELECTION OF CHAIRMAN OF BOARD
Article 66 provides
(a) The Board may elect a chairman of its meeting and determine the period for which he is to hold office.
(b) If no such chairman is elected, or at any meeting the chairman is not present within five minutes after the
time appointed for holding the meeting the Directors present may choose one among themselves to be the
chairman of the meeting.
POWERS OF THE BOARD
Article 67 provides
Subject to the applicable provisions of the Act, these Articles and other applicable provisions of Law: -
(a) The Board shall be entitled to exercise all such power and to do all such acts and things as the Company is
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authorised to exercise and do under the applicable provisions of the Act or by the memorandum and
articles of association of the Company.
(b) The Board is vested with the entire management and control of the Company, including as regards any
and all decisions and resolutions to be passed, for and on behalf of the Company.
(c) Provided that the Board shall not, except with the consent of the Company by a Special Resolution:-
i. Sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the
Company, or where the Company owns more than one undertaking, of the whole, or substantially
the whole, of any such undertaking. The term ‘undertaking’ and the expression ‘substantially the
whole of the undertaking’ shall have the meaning ascribed to them under the provisions of Section
180 of the Act;
ii. Remit, or give time for repayment of, any debt due by a Director;
iii. Invest otherwise than in trust securities the amount of compensation received by the Company as a
result of any merger or amalgamation; and
iv. Borrow money(ies) where the money(ies) to be borrowed together with the money(ies) already
borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in
the ordinary course of businesses), will exceed the aggregate of the paid-up capital of the Company
and its free reserves.
COMMITTEES AND DELEGATION BY THE BOARD
Article 68 provides
(a) The Company shall constitute such Committees as may be required under the Act, applicable provisions
of Law and the listing agreement. Without prejudice to the powers conferred by the other Articles and so
as not to in any way to limit or restrict those powers, the Board may, subject to the provisions of Section
179 of the Act, delegate any of its powers to the Managing Director(s), the executive director(s) or
manager or the chief executive officer of the Company. The Managing Director(s), the executive
director(s) or the manager or the chief executive officer(s) as aforesaid shall, in the exercise of the powers
so delegated, conform to any regulations that may from time to time be imposed on them by the Board
and all acts done by them in exercise of the powers so delegated and in conformity with such regulations
shall have the like force and effect as if done by the Board.
(b) Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the Board
may delegate any of its powers to Committees of the Board consisting of such member or members of the
Board as it thinks fit, and it may from time to time revoke and discharge any such committee of the Board
either wholly or in part and either as to persons or purposes. Every Committee of the Board so formed
shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time
be imposed on it by the Board. All acts done by any such Committee of the Board in conformity with
such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall have the
like force and effect as if done by the Board.
(c) The meetings and proceedings of any such Committee of the Board consisting of two or more members
shall be governed by the provisions herein contained for regulating the meetings and proceedings of the
Directors, so far as the same are applicable thereto and are not superseded by any regulation made by the
Directors under the last preceding Article.
(d) The Board of the Company shall in accordance with the provisions of the Companies (Meetings of the
Board and its Powers) Rules, 2014 or any other Law and the provisions of the listing agreement, form
such committees as may be required under such rules in the manner specified therein, if the same are
applicable to the Company.
ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING INFORMAL APPOINTMENT
Article 69 provides
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All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person acting as a
Director shall, notwithstanding that it may afterwards be discovered that there was some defect in the
appointment of such Director or persons acting as aforesaid, or that they or any of them were disqualified or had
vacated office or that the appointment of any of them had been terminated by virtue of any provisions contained
in the Act or in these Articles, be as valid as if every such person had been duly appointed, and was qualified to
be a Director . Provided that nothing in this Article shall be deemed to give validity to the acts undertaken by a
Director after his appointment has been shown to the Company to be invalid or to have been terminated.
PASSING OF RESOLUTION BY CIRCULATION
Article 70 provides
No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation,
unless the resolution has been circulated in draft form, together with the necessary papers, if any, to all the
Directors, or members of the Committee, as the case may be, at their addresses registered with the Company in
India by hand delivery or by post or by courier, or through such electronic means as may be provided under the
Companies (Meetings of Board and its Powers) Rules, 2014 and has been approved by majority of Directors or
members, who are entitled to vote on the resolution. However, in case one-third of the total number of Directors
for the time being require that any resolution under circulation must be decided at a meeting, the chairperson
shall put the resolution to be decided at a meeting of the Board.
A resolution mentioned above shall be noted at a subsequent meeting of the Board or the Committee thereof, as
the case may be, and made part of the minutes of such meeting.
MINUTES OF THE PROCEEDINGS OF THE MEETING OF THE BOARD
Article 71 provides
(a) The Company shall prepare minutes of each Board Meeting and the entries thereof in books kept for that
purpose with their pages consecutively numbered. Such minutes shall contain a fair and correct summary
of the proceedings conducted at the Board Meeting.
(b) The Company shall circulate the minutes of the meeting to each Director within 7 (seven) Business Days
after the Board Meeting.
(c) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of
each meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman
of the next succeeding meeting.
(d) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.
(e) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat and shall
also contain: -
(i) all appointments of Officers;
(ii) the names of the Directors present at each meeting of the Board;
(iii) all resolutions and proceedings of the meetings of the Board;
(iv) the names of the Directors, if any, dissenting from, or not concurring in, any resolution passed by
the Board.
(f) Nothing contained in sub Articles (a) to (e) above shall be deemed to require the inclusion in any such
minutes of any matter which in the opinion of the Chairman of the meeting: -
(i) is or could reasonably be regarded as defamatory of any person;
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(ii) is irrelevant or immaterial to the proceedings; or
(iii) is detrimental to the interests of the Company.
(g) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter
in the minutes on the ground specified in sub Article (f) above.
(h) Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the
proceedings recorded therein.
(i) The minutes kept and recorded under this Article shall also comply with the provisions of Secretarial
Standard 3 issued by the Institute of Company Secretaries of India constituted under the Company
Secretaries Act, 1980 and approved as such by the central government and applicable provisions of the
Act and Law.
REGISTER OF CHARGES
Article 72 provides
The Directors shall cause a proper register to be kept, in accordance with the applicable provisions of the Act, of
all mortgages and charges specifically affecting the property of the Company and shall duly comply with the
requirements of the applicable provisions of the Act in regard to the registration of mortgages and charges
therein specified.
CHARGE OF UNCALLED CAPITAL
Article 73 provides
Where any uncalled capital of the Company is charged as security or other security is created on such uncalled
capital, the Directors may authorize, subject to the applicable provisions of the Act and these Articles, making
calls on the Shareholders in respect of such uncalled capital in trust for the person in whose favour such charge
is executed.
SUBSEQUENT ASSIGNS OF UNCALLED CAPITAL
Article 74 provides
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall
take the same subject to such prior charges and shall not be entitled to obtain priority over such prior charge.
CHARGE IN FAVOUR OF DIRECTOR FOR INDEMNITY
Article 75 provides
If the Director or any person, shall become personally liable for the payment of any sum primarily due from the
Company, the Board may execute or cause to be executed, any mortgage, charge or security over or affecting the
whole or part of the assets of the Company by way of indemnity to secure the Directors or other persons so
becoming liable as aforesaid from any loss in respect of such liability.
SEAL
Article 76 provides
(a) The Board shall provide a Common Seal for the purposes of the Company, and shall have power from
time to time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for
the safe custody of the Seal for the time being, and the Seal shall never be used except by the authority of
the Board or a Committee of the Board, previously given.
(b) The Company shall also be at liberty to have an official Seal(s) in accordance with Section 22 of the
Companies Act, 2013, for use in any territory, district or place outside India.
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(c) Every deed or other instrument to which the Seal of the Company is required to be affixed shall unless the
same is executed by a duly constituted attorney, be signed by (i) 2 (two) Directors or (ii) by 1 (one)
Director and the Secretary or (iii) by 1 (one) Director and any other person as may be authorised by the
Board for that purpose.
ACCOUNTS
Article 77 provides
(a) The Company shall prepare and keep at the Office books of accounts or other relevant books and papers
and financial statements for every financial year which give a true and fair view of the state of affairs of
the Company, including its branch office or offices, if any, and explain the transactions effected both at
the Office and its branches and such books shall be kept on accrual basis and according to the double
entry system of accounting.
(b) Where the Board decides to keep all or any of the books of account at any place other than the Office, the
Company shall, within 7 (seven) days of the decision, file with the Registrar, a notice in writing giving
the full address of that other place. The Company may also keep such books of accounts or other relevant
papers in electronic mode in accordance with the provisions of the Act.
(c) The Company shall preserve in good order the books of account relating to a period of not less than eight
years preceding the current year.
(d) When the Company has a branch office, whether in or outside India, the Company shall be deemed to
have complied with this Article if proper books of account relating to the transactions effected at the
branch office are kept at the branch office and proper summarized returns made up to dates at intervals of
not more than three months, are sent by the branch office to the Company at its office or at the other place
in India, at which the Company’s books of account are kept as aforesaid.
(e) No Shareholder (not being a Director) shall have any right of inspecting any account or books or
documents of the Company except specified under the Act and Law.
(f) All the aforesaid books shall give a fair and true view of the affairs of the Company or its branch office,
as the case may be, with respect to the matters herein and explain its transactions.
AUDIT AND AUDITORS
Article 78 provides
(a) Auditors shall be appointed and their rights and duties shall be regulated in accordance with Sections 139
to 147 of the Act and as specified under Law.
(b) Every account of the Company when audited shall be approved by a General Meeting and shall be
conclusive except as regards any error discovered therein within three months next after the approval
thereof. Whenever any such error is discovered within that period the account shall forthwith be corrected,
and henceforth shall be conclusive.
(c) Every balance sheet and profit and loss account shall be audited by one or more Auditors to be appointed
as hereinafter set out.
(d) The Company at the Annual General Meeting in each year shall appoint an Auditor or Auditors to hold
office from the conclusion of that meeting until conclusion of the next Annual General Meeting and every
Auditor so appointed shall be intimated of his appointment within 7 (seven) days.
(e) Where at an Annual General Meeting, no Auditors are appointed, the Central Government may appoint a
person to fill the vacancy and fix the remuneration to be paid to him by the Company for his services.
(f) The Company shall within 7 (seven) days of the Central Government’s power under sub clause (b)
becoming exercisable, give notice of that fact to the Government.
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(g) The Directors may fill any casual vacancy in the office of an Auditor but while any such vacancy
continues, the remaining auditors (if any) may act. Where such a vacancy is caused by the resignation of
an Auditor, the vacancy shall only be filled by the Company in General Meeting.
(h) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual General
Meeting unless special notice of a resolution of appointment of that person to the office of Auditor has
been given by a Shareholder to the Company not less than 14 (fourteen) days before the meeting in
accordance with Section 115 of the Act, and the Company shall send a copy of any such notice to the
retiring Auditor and shall give notice thereof to the Shareholders in accordance with provisions of Section
115 of the Act and all the other provision of Section 140 of the Act shall apply in the matter. The
provisions of this sub-clause shall also apply to a resolution that a retiring auditor shall not be re-
appointed.
(i) The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the
Act.
(j) None of the persons mentioned in Section 141 of the Act as are not qualified for appointment as auditors
shall be appointed as Auditors of the Company.
AUDIT OF BRANCH OFFICES
Article 79 provides
The Company shall comply with the applicable provisions of the Act and the Companies (Audit and Auditor)
Rules, 2014 in relation to the audit of the accounts of branch offices of the Company.
REMUNERATION OF AUDITORS
Article 80 provides
The remuneration of the Auditors shall be fixed by the Company as authorized in General Meeting from time to
time in accordance with the provisions of the Act and the Companies (Audit and Auditor) Rules, 2014.
DOCUMENTS AND NOTICES
Article 81 provides
(a) A document or notice may be given or served by the Company to or on any Shareholder whether having
his registered address within or outside India either personally or by sending it by post to him to his
registered address.
(b) Where a document or notice is sent by post, service of the document or notice shall be deemed to be
effected by properly addressing, prepaying and posting a letter containing the document or notice,
provided that where a Shareholder has intimated to the Company in advance that documents or notices
should be sent to him under a certificate of posting or by registered post with or without
acknowledgement due or by cable or telegram and has deposited with the Company a sum sufficient to
defray the expenses of doing so, service of the document or notice shall be deemed to be effected unless it
is sent in the manner intimated by the Shareholder. Such service shall be deemed to have effected in the
case of a notice of a meeting, at the expiration of forty eight hours after the letter containing the document
or notice is posted or after a telegram has been dispatched and in any case, at the time at which the letter
would be delivered in the ordinary course of post or the cable or telegram would be transmitted in the
ordinary course.
(c) A document or notice may be given or served by the Company to or on the joint-holders of a Share by
giving or serving the document or notice to or on the joint-holder named first in the Register of
Shareholders in respect of the Share.
(d) Every person, who by operation of Law, transfer or other means whatsoever, shall become entitled to any
Share, shall be bound by every document or notice in respect of such Share, which previous to his name
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and address being entered on the register of Shareholders, shall have been duly served on or given to the
Person from whom he derives his title to such Share.
(e) Any document or notice to be given or served by the Company may be signed by a Director or the
Secretary or some Person duly authorised by the Board for such purpose and the signature thereto may be
written, printed, photostat or lithographed.
(f) All documents or notices to be given or served by Shareholders on or to the Company or to any officer
thereof shall be served or given by sending the same to the Company or officer at the Office by post under
a certificate of posting or by registered post or by leaving it at the Office.
(g) Where a Document is sent by electronic mail, service thereof shall be deemed to be effected properly,
where a member has registered his electronic mail address with the Company and has intimated the
Company that documents should be sent to his registered email address, without acknowledgement due.
Provided that the Company, shall provide each member an opportunity to register his email address and
change therein from time to time with the Company or the concerned depository. The Company shall
fulfill all conditions required by Law, in this regard.
SHAREHOLDERS TO NOTIFY ADDRESS IN INDIA
Article 82 provides
Each registered Shareholder from time to time notify in writing to the Company such place in India to be
registered as his address and such registered place of address shall for all purposes be deemed to be his place of
residence.
SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS
Article 83 provides
If a Shareholder does not have registered address in India, and has not supplied to the Company any address
within India, for the giving of the notices to him, a document advertised in a newspaper circulating in the
neighbourhood of Office of the Company shall be deemed to be duly served to him on the day on which the
advertisement appears.
SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF

SHAREHOLDERS
Article 84 provides
A document may be served by the Company on the persons entitled to a share in consequence of the death or
insolvency of a Shareholders by sending it through the post in a prepaid letter addressed to them by name or by
the title or representatives of the deceased, assignees of the insolvent by any like description at the address (if
any) in India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has
been so supplied) by serving the document in any manner in which the same might have been served as if the
death or insolvency had not occurred.
PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS
Article 85 provides
Subject to the applicable provisions of the Act and these Articles, notice of General Meeting shall be given:
(i) To the Shareholders of the Company as provided by these Articles.
(ii) To the persons entitled to a share in consequence of the death or insolvency of a Shareholder.
(iii) To the Auditors for the time being of the Company; in the manner authorized by as in the case of any
Shareholder of the Company.
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NOTICE BY ADVERTISEMENT
Article 86 provides
Subject to the applicable provisions of the Act, any document required to be served or sent by the Company on
or to the Shareholders, or any of them and not expressly provided for by these Articles, shall be deemed to be
duly served or sent if advertised in a newspaper circulating in the District in which the Office is situated.
DIVIDEND POLICY
Article 87 provides
(a) The profits of the Company, subject to any special rights relating thereto being created or authorised to be
created by the Memorandum or these Articles and subject to the provisions of these Articles shall be
divisible among the Shareholders in proportion to the amount of Capital Paid-up or credited as Paid-up
and to the period during the year for which the Capital is Paid-up on the shares held by them respectively.
Provided always that, (subject as aforesaid), any Capital Paid-up on a Share during the period in respect of
which a Dividend is declared, shall unless the Directors otherwise determine, only entitle the holder of
such Share to an apportioned amount of such Dividend as from the date of payment.
(b) Subject to the provisions of Section 123 of the Act the Company in General Meeting may declare
Dividends, to be paid to Shareholders according to their respective rights and interests in the profits. No
Dividends shall exceed the amount recommended by the Board, but the Company in General Meeting
may, declare a smaller Dividend, and may fix the time for payments not exceeding 30 (thirty) days from
the declaration thereof.
(c) (i) No Dividend shall be declared or paid otherwise than out of profits of the Financial Year arrived at
after providing for depreciation in accordance with the provisions of Section 123 of the Act or out of
the profits of the Company for any previous Financial Year or years arrived at after providing for
depreciation in accordance with those provisions and remaining undistributed or out of both provided
that: -
1) if the Company has not provided for depreciation for any previous Financial Year or years it shall,
before declaring or paying a Dividend for any Financial Year provide for such depreciation out of
the profits of that Financial Year or out of the profits of any other previous Financial Year or
years, and
2) if the Company has incurred any loss in any previous Financial Year or years the amount of the
loss or an amount which is equal to the amount provided for depreciation for that year or those
years whichever is less, shall be set off against the profits of the Company for the year for which
the Dividend is proposed to be declared or paid or against the profits of the Company for any
previous Financial Year or years arrived at in both cases after providing for depreciation in
accordance with the provisions of Section 123 of the Act or against both.
(ii) The declaration of the Board as to the amount of the net profits shall be conclusive.
(d) The Board may, from time to time, pay to the Shareholders such interim Dividend as in their judgment the
position of the Company justifies.
(e) Where Capital is paid in advance of calls upon the footing that the same shall carry interest, such Capital
shall not whilst carrying interest, confer a right to participate in profits or Dividend.
(f) (i) Subject to the rights of Persons, if any, entitled to shares with special rights as to Dividend, all
Dividends shall be declared and paid according to the amounts paid or credited as paid on the shares
in respect whereof Dividend is paid but if and so long as nothing is Paid upon any shares in the
Company, Dividends may be declared and paid according to the amount of the shares.
(ii) No amount paid or credited as paid on shares in advance of calls shall be treated for the purpose of
this regulation as paid on shares.
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(iii) All Dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid
on the shares during any portion or portions of the period in respect of which the Dividend is paid,
but if any shares are issued on terms providing that it shall rank for Dividend as from a particular date
such shares shall rank for Dividend accordingly.
(g) Subject to the applicable provisions of the Act and these Articles, the Board may retain the Dividends
payable upon shares in respect of any Person, until such Person shall have become a Shareholder, in
respect of such shares or until such shares shall have been duly transferred to him.
(h) Any one of several Persons who are registered as the joint-holders of any Share may give effectual
receipts for all Dividends or bonus and payments on account of Dividends or bonus or sale proceeds of
fractional certificates or other money(ies) payable in respect of such shares.
(i) Subject to the applicable provisions of the Act, no Shareholder shall be entitled to receive payment of any
interest or Dividends in respect of his Share(s), whilst any money may be due or owing from him to the
Company in respect of such Share(s); either alone or jointly with any other Person or Persons; and the
Board may deduct from the interest or Dividend payable to any such Shareholder all sums of money so
due from him to the Company.
(j) Subject to Section 126 of the Act, a transfer of shares shall not pass the right to any Dividend declared
thereon before the registration of the transfer.
(k) Unless otherwise directed any Dividend may be paid by cheque or warrant or by a pay slip or receipt
(having the force of a cheque or warrant) and sent by post or courier or by any other legally permissible
means to the registered address of the Shareholder or Person entitled or in case of joint-holders to that one
of them first named in the Register of Shareholders in respect of the joint-holding. Every such cheque or
warrant shall be made payable to the order of the Person to whom it is sent and in case of joint-holders to
that one of them first named in the Register of Shareholders in respect of the joint-holding. The Company
shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transmission, or
for any Dividend lost to a Shareholder or Person entitled thereto, by a forged endorsement of any cheque
or warrant or a forged signature on any pay slip or receipt of a fraudulent recovery of Dividend. If 2 (two)
or more Persons are registered as joint-holders of any Share(s) any one of them can give effectual receipts
for any money(ies) payable in respect thereof. Several Executors or Administrators of a deceased
Shareholder in whose sole name any Share stands shall for the purposes of this Article be deemed to be
joint-holders thereof.
(l) No unpaid Dividend shall bear interest as against the Company.
(m) Any General Meeting declaring a Dividend may on the recommendation of the Board, make a call on the
Shareholders of such amount as the Meeting fixes, but so that the call on each Shareholder shall not
exceed the Dividend payable to him, and so that the call will be made payable at the same time as the
Dividend; and the Dividend may, if so arranged as between the Company and the Shareholders, be set-off
against such calls.
(n) Notwithstanding anything contained in this Article, the dividend policy of the Company shall be governed
by the applicable provisions of the Act and Law.
(o) The Company may pay dividends on shares in proportion to the amount paid-up on each Share in
accordance with Section 51 of the Act.
UNPAID OR UNCLAIMED DIVIDEND
Article 88 provides
(a) If the Company has declared a Dividend but which has not been paid or the Dividend warrant in respect
thereof has not been posted or sent within 30 (thirty) days from the date of declaration, transfer the total
amount of dividend, which remained unpaid or unclaimed within 7 (seven) days from the date of expiry
of the said period of 30 (thirty) days to a special account to be opened by the Company in that behalf in
any scheduled bank to be called the “Unpaid Dividend of PENNAR ENGINEERED BUILDING
SYSTEMS LIMITED”.
405
(b) Any money so transferred to the unpaid Dividend account of the Company which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the
Company to the Fund established under sub-section (1) of Section 125 of the Act, viz. “Investors
Education and Protection Fund”.
(c) No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by
Law.
CAPITALIZATION OF PROFITS
Article 89 provides
The Company in General Meeting may, upon the recommendation of the Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of
the Company’s reserve accounts or to the credit of the Company’s profit and loss account or otherwise, as
available for distribution, and
(b) that such sum be accordingly set free from distribution in the manner specified herein below in sub-article
(iii) as amongst the Shareholders who would have been entitled thereto, if distributed by way of
Dividends and in the same proportions.
(c) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by such Shareholders
respectively;
(ii) paying up in full, un-issued shares of the Company to be allotted, distributed and credited as fully
Paid up, to and amongst such Shareholders in the proportions aforesaid; or
(iii) partly in the way specified in sub-article (i) and partly in the way specified in sub-article (ii).
(d) A share premium account may be applied as per Section 52 of the Act, 2013, and a capital redemption
reserve account may, duly be applied in paying up of unissued shares to be issued to Shareholders of the
Company as fully paid bonus shares.
RESOLUTION FOR CAPITALISATION OF RESERVES AND ISSUE OF FRACTIONAL

CERTIFICATE
Article 90 provides
(a) The Board shall give effect to a Resolution passed by the Company in pursuance of this regulation.
(b) Whenever such a Resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriation and applications of undivided profits (resolved to be capitalized thereby),
and all allotments and issues of fully paid shares or Securities, if any; and
(ii) generally do all acts and things required to give effect thereto.
(c) The Board shall have full power:
i. to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise
as it thinks fit, in the case of shares or debentures becoming distributable in fraction; and also
ii. to authorize any person, on behalf of all the Shareholders entitled thereto, to enter into an
agreement with the Company providing for the allotment to such Shareholders, credited as fully
paid up, of any further shares or debentures to which they may be entitled upon such capitalization
or (as the case may require) for the payment of by the Company on their behalf, by the application
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thereto of their respective proportions of the profits resolved to be capitalised of the amounts or
any parts of the amounts remaining unpaid on the shares.
(d) Any agreement made under such authority shall be effective and binding on all such shareholders.
DISTRIBUTION OF ASSETS IN SPECIE OR KIND UPON WINDING UP
Article 91 provides
(a) If the Company shall be wound up , the Liquidator may, with the sanction of a special Resolution of the
Company and any other sanction required by the Act divide amongst the shareholders, in specie or kind
the whole or any part of the assets of the Company, whether they shall consist of property of the same
kind or not.
(b) For the purpose aforesaid, the Liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the
shareholders or different classes of shareholders.
DIRECTOR’S AND OTHER’S RIGHTS TO INDEMNITY
Article 92 provides
Subject to the provisions of Section 197 of the Act, every Director, Manager and other officer or employee of the
Company shall be indemnified by the Company against any liability incurred by him and it shall be the duty of
the Directors to pay out the funds of the Company all costs, losses and expenses which any director, Manager,
officer or employee may incur or become liable to by reason of any contact entered into by him on behalf of the
Company or in any way in the discharge of his duties and in particular, and so as not to limit the generality of the
foregoing provisions against all liabilities incurred by him as such Director, Manager, Officer or employee in
defending any proceedings whether civil or criminal in which judgement is given in his favour or he is acquitted
or in connection with any application under section 463 of the Act in which relief is granted by the court and the
amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company
and have priority as between the shareholders over all the claims.
DIRECTOR’S ETC. NOT LIABLE FOR CERTAIN ACTS
Article 93 provides
Subject to the provision of section 192 of the Act, no Director, Manager, Officer or Employee of the Company
shall be liable for the acts, defaults, receipts and neglects of any other Director, Manager, Officer or employee or
for joining in any receipts or other acts for the sake of conformity or for any loss or expenses happening to the
Company through the insufficiency or deficiency of any security in or upon which any of the monies of the
Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of
any person with whom any monies, securities or effects shall be deposited or for any loss occasioned by an error
of judgement or oversight on his part , or for any other loss ,damage or misfortune whatsoever which shall
happen in the execution thereof unless the same shall happen through negligence, default, misfeasance, breach of
duty or breach of trust. Without prejudice to the generality foregoing it is hereby expressly declared that any
filing fee payable or any document required to be filed with the registrar of the companies in respect of any act
done or required to be done by any Director or other officer by reason of his holding the said office shall be paid
and borne by the Company.
INSPECTION BY SHAREHOLDERS
Article 94 provides
The register of charges, register of investments, register of shareholders, books of accounts and the minutes of
the meeting of the board and shareholders shall be kept at the office of the Company and shall be open, during
business hours, for such periods not being less in the aggregate than two hours in each day as the board
determines for inspection of any shareholder without charge. In the event such shareholder conducting inspection
of the abovementioned documents requires extracts of the same, the Company may charge a fee which shall not
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exceed Rupees ten per page or such other limit as may be prescribed under the Act or other applicable provisions
of law.
SECRECY
Article 95 provides
No shareholder shall be entitled to inspect the Company’s work without permission of the managing
Director/Directors or to require discovery of any information respectively any details of Company’s trading or
any matter which is or may be in the nature of a trade secret, history of trade or secret process which may be
related to the conduct of the business of the Company and which in the opinion of the managing
Director/Directors will be inexpedient in the interest of the shareholders of the Company to communicate to the
public.
DUTIES OF THE OFFICER TO OBSERVE SECRECY
Article 96 provides
Every Director, Managing Directors, Manager, Secretary, Auditor, Trustee, members of the committee, officer,
servant, agent, accountant or other persons employed in the business of the Company shall, if so required by the
Director before entering upon his duties, or any time during his term of office, sign a declaration pledging
himself to observe secrecy relating to all transactions of the Company and the state of accounts and in matters
relating thereto and shall by such declaration pledge himself not to reveal any of such matters which may come
to his knowledge in the discharge of his official duties except which are required so to do by the Directors or the
Auditors, or by resolution of the Company in the general meeting or by a court of law and except so far as may
be necessary in order to comply with any of the provision of these Articles or Law. Nothing herein contained
shall affect the powers of the central Government or any officer appointed by the government to require or to
hold an investigation into the Company’s affair.
PROVISIONS OF THE COMPANIES ACT, 1956 SHALL CEASE TO HAVE EFFECT
Article 97 provides
Notwithstanding anything contained in these Articles, the provisions of the Companies Act, 1956, as are
mentioned under these articles shall cease to have any effect once the said provisions are repealed upon
notification of the corresponding provisions under the Act.
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PART - II
CAPITAL
Increase of capital by the Company carried into effect
4. The Company in General Meeting may, from time to time, increase the capital by the creation of new shares
of such aggregate amount and to be divided into shares of such respective amount as the resolution shall
prescribe. The new shares shall be issued upon such terms and conditions, and with such rights and
privileges annexed thereto, as the General Meeting shall resolve and in particular, such shares may be
issued with a preferential or qualified right to dividends and in the distribution of assets of the Company
and with a right of voting at General Meetings of the Company in conformity with Sections 47 of the Act.
New capital same as existing capital
5. Except so far as otherwise provided by conditions of issue or by these Articles, any capital raised by the
creation of new shares shall be considered as part of the existing capital and shall be subject to the
provisions herein contained, with reference to the payments of calls and installments, forfeiture, lien,
surrender, transfer and transmission, voting or otherwise and in respect of other matters as provided in table
F unless the context otherwise requires.
Redeemable Preference Shares
6. Subject to the provisions of Section 55 of the Act, the company shall have the power to issue Preference
Shares which are, liable to be redeemed and the resolution authorizing such issue shall prescribe the manner,
terms and conditions of redemption.
Provisions to Apply on Issue of Redeemable Preference Share
7. Subject to the requirement of the affirmative vote of the Investors as set out in Articles 126 and 202 and
Schedule 4, the issue of Redeemable Preference Shares under the provisions of Article 7 hereof the
following provisions shall take effect:
(a) No such shares shall be redeemed except out of the profits of the Company which would otherwise be
available for dividends or out of the proceeds of a fresh issue of shares made for the purpose of
redemption;
(b) No such shares shall be redeemed unless they are fully paid;
(c) the premium, if any, payable on redemption must have been provided for out of the profits of the
Company or out of the Company's Share Premium Account before the shares are redeemed;
(d) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue there shall
out of profits which would otherwise have been available for dividends be transferred to a
reserve fund, to be called the "Capital Redemption Reserve Account", a sum equal to the nominal
amount of the shares redeemed and the Provisions of the Act relating to the reduction of the
share capital of the Company shall except as provided in section 55 of the Act, apply as if the
Capital Redemption Reserve Account were paid-up share capital of the Company.
Reduction of Capital
8. Subject to the requirement of the affirmative vote of the Investors as set out in Articles 126 and 202 and
Schedule 4, the company may from time to time by Special Resolution, reduce capital or any Capital
Reserve Account or any Capital Redemption Reserve Account or Share Premium Account in any manner
for the time being authorized and consent required by law and in particular capital may be paid off on the
footing that, it may be called up again or otherwise. These articles shall not derogate from any power the
Company would have, if it were omitted.
Buy back of Shares
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9. Subject to the requirement of the affirmative vote of the Investors as set out in Articles 126, 202 and
Schedule 4, the company shall have the power to buy its own shares, subject to the provisions of the
Articles and sections 68 to 70 and any other applicable provision of the Act or any other law for the time
being in force.
Consolidation, division, sub-division and cancellation of shares
10. Subject to the provisions of Section 61 of the Act and subject to the requirement of the affirmative vote of
the Investors as set out in Articles 126, 202 and Schedule 4, the Company in General Meeting may, from
time to time, alter the conditions of its memorandum for all or any of the following purposes;
a. To consolidate and divided all or any of its capital into shares of larger amount than existing shares.
Provided that no consolidation and division which results in changes in the voting percentage of
shareholders shall take effect unless it is approved by the Tribunal on an application made as per the
Act.
b. To sub-divide its shares, or any of them into shares of smaller amount than is fixed by the
Memorandum, so however that in the sub-division the proportion between the amount paid and the
amount, if any unpaid on each reduced share be the same as it was in the case of the share from which
the reduced share is derived.
c. To cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to
be taken by any person and diminish the amount of its share capital by the amount of the shares so
cancelled. A cancellation of shares in pursuance of this sub-clause shall not be deemed to be reduction
of share capital within the meaning of the Act.
Modification of shareholder’s rights
Schedule 4, whenever the capital, by reason of the issue of Preference shares of otherwise, is divided into
different classes of shares, all or any of the rights and privileges attached to each class may, subject to the
provisions of Section 48 of the Act, be varied, modified commuted, affected or abrogated, or dealt with by
the Company with consent in writing of the holders of not less than three-fourths of the issued capital of that
class or with the sanction of a special resolution passed at a separate General Meeting of the holders of
shares of that class, and all the provisions hereafter contained as to General Meetings shall, mutatis
mutandis, apply to each such meeting. This article is not by implication to curtail the power of modification
which the company would have if this Article were omitted.
12. The rights conferred upon the holders of shares (including Preference Shares, if any) of any class issued
with preferred or other rights or privileges shall, unless otherwise expressly provided by the terms of the
issue of shares of that class, be deemed not to have been modified, commuted, affected, abrogated, dealt
with or varied by the creation or issue of further shares ranking pari passu therewith.
Issue of Shares for Consideration Other than Cash
Schedule 4, subject to these Articles and the provisions of the Act, the Board may issue and allot shares in
the capital of the Company as payment or in consideration or as part payment or in part consideration of the
purchase or acquisition of any property or for services rendered to the Company in promotion of the
Company or in the conduct of its business and shares which may be so issued or allotted shall be credited or
deemed to be credited as fully paid-up shares.
Statutory Auditor and Internal Auditor
Schedule 4, subject to acceptable to the Investors and the provisions of the Act, the Company shall appoint
the statutory auditor and internal auditor of the Company.
SHARES AND CERTIFICATES
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Shares under control of Board of Directors
15. Subject to the provision of these articles and of the act, the shares (including any shares forming part of any
increase capital of the Company) in the capital shall be under the control of the Board of Directors who may
allot or otherwise dispose off the same to such persons at such times as the Board of Directors think fit
either at par or at a premium or at a discount and for such consideration as the Board of Directors think fit.
Provided that option or right to call off shares shall not be given to any person or persons without the
sanction of the company in General Meeting.
Power also to company in General Meeting to issue shares
Schedule 4, in addition to and without derogating from the powers in that behalf conferred on the Board, the
company in General Meeting may determine that any shares (whether forming part of the original capital or
of any increased capital of the company) be offered to such persons (whether members or not) in such
proportion and on such terms and conditions and either at a premium or at par or at a discount as such option
being exercisable at such time and for such consideration as may be directed by such General Meeting or the
Company in General Meeting may make any other provisions whatsoever for the issue, allotment or disposal
of any such share.
Branch Register etc, may be kept in any State or Country outside India
17. The Company may keep in any State or Country outside India a Branch Register for Members resident in
that State or Country.
Share to be numbered progressively and no share to be sub-divided
18. The shares in the capital shall be numbered progressively according to their several denominations except in
the manner herein before mentioned, no shares shall be subdivided. Every forfeited or surrendered share
shall continue to bear the numbers by which the same was originally distinguished.
Share Certificates to single allottees
19. Every member or allottee of share shall be entitled, to receive one certificate specifying the name of the
person in whose favour it is issued, the shares to which it relates and the amount paid up thereon,
Share/Debenture certificates issued for either sub-division or consolidation into marketable lots shall be
done free of charge.
a. Share certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender
to the company of the letter of allotment or fractional coupons of requisite value, save in cases of issue
against letter of acceptance or of renunciation, or in case of issue of bonus shares.
b. Subject to the provisions of the Companies (Share Capital and Debentures) Rules, 2014, every such
certificate shall be issued under the seal of the Company, which shall be affixed in the presence of:
i. Two Directors or persons acting on behalf of the Directors under a duly registered power of
attorney; and
ii. The Secretary or some other person appointed by the Board for the purpose.
At least one of the aforesaid two directors shall be a person other than Managing Director or
acting through persons authorized by them and the secretary, or other person duly authorized
by the Board shall sign the share certificate.
c. Any two or more joint allottees of a share shall, for the purpose of this Article, be treated as a single
member, and the certificate for any share, which may be the subject of joint ownership, may be
delivered to any one of such joint owners on behalf of all of them.
d. Director may sign a share certificate by affixing his signature thereon by means of any machine,
equipment or other device other than rubber stamp.
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e. Particulars of every share certificate issued shall be entitled in the Register or Members against the
name of the person, to whom it has been issued, indicating the date of issue.
f. The Company shall comply with the provisions of section 56 of the Act.
Renewal of Share Certificate
20. No certificate of any share or shares shall be issued either in exchange for those which are defaced, torn, or
old, or worn out or where the cages on the reverse for recording transfers have been fully utilized, unless the
Certificate in lieu of which it is issued is surrendered to the company,
Provided that a certificate is issued in any of the aforesaid circumstances, it shall be stated on the face of it
and be recorded in the Register maintained for the purpose, that it is “Issued in lieu of share certificate
No..... sub-divided/replaced/on consolidation” and no fee shall be charged for issue of new share/debenture
certificate in replacement of those which are old, or worn-out or where the cages on the verse for recording
transfers have been fully utilized.
Provided further that in case of any share certificate being lost or destroyed the Company may issue a
duplicate Certificate in place of the Certificate so lost or destroyed on such terms as to evidence, out of
pocket expenses in regard to investigation of such evidence and indemnity as the Board may determine.
21. When a new share certificate has been issued in pursuance of this Article, it shall be stated on the face of it
against the stub and be recorded in the Register to the effect that it is “duplicate issued in lieu of Share
Certificate No. _____”. The word “duplicate” shall be stamped or printed prominently on the face of the
Share Certificate.
22. Where a new Share Certificate has been issued in pursuance of this Article, particulars of every such Share
Certificate shall be entered in a register of renewed and duplicate certificates and indicate the number and
the date of issue, and the necessary changes indicated in the Register of Members by suitable cross reference
in the remarks column.
The first named of joint holders deemed sole holder
23. If any share stands in names of two or more persons, the person first named in the Register shall, as regard
receipts of dividends or bonus or service of notices and all or any other matter connected with the company,
except voting at a meeting and the transfer of the shares, be deemed to be the sole holder thereof but the
joint holders of a share shall severally as well as jointly be liable for the payment of all installments and
calls due in respect of such shares, and for all incidents thereof.
Provided, that not more than three persons shall be registered as joint holders of any share provided further
that in case of death of one or more of the joint holders of any share. Provided further that in case of death of
one or more of the joint holders, the survivors of them shall be the only person or persons entitled to the
shares unless the Board shall, on request of the survivors, decide to recognize the legal representatives of the
deceased joint holders as the persons entitled to the shares Jointly with the survivors.
Nomination of Securities
24. Notwithstanding anything contained in the Articles of Association or in any other law for the time being in
force, where a nomination has been made in the manner prescribed in Section 72 of the Companies Act,
2013 purporting to confer on any person the right to vest the shares or debentures or deposits of the
Company, the nominee shall, on the death of the shareholder or debenture/ deposit holder of the Company
or, as the case may be, on the death of the Joint holders, becomes entitled to all the rights in the shares or
debentures or deposits of the Company including transmission thereof as the case may be all the joint
holders, in relation to such shares in, or debentures or deposits of the Company to the exclusion of all other
persons. Unless the nomination is varied or cancelled in the prescribed manner and the provisions contained
in Section 72 of the Act, shall be applicable to such cases.
Funds of Company may not be applied in purchase of Company’s own shares
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25. None of the funds of the Company shall be applied in the purchase of any shares of the Company, and shall
not give any financial assistance for or in connection with the purchase or subscription of any shares in the
company or in its holding company save as provided by Section 67 of the Act.
CALLS
Directors may make calls
26. The Board may from time to time subject to the terms on which any shares may have been issued and
subject to the conditions of allotment by a resolution passed at a meeting of the Board and not by circular
resolution, make such calls as it thinks fit upon the members in respect of all moneys unpaid on the shares
held by them respectively and each member shall pay the amount of every call so made on him to the
persons and at the time and places appointed by the Board.
27. A call may be revoked or postponed at the discretion of the Board.
28. A call may be made payable by installments.
Notice of Calls
29. Thirty days notice at the least for any call shall be given by the company specifying the time and place of
payment and the person or persons to whom such call shall be paid,
Liability of Joint holders
30. The Joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
Directors may extend time
31. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call and
may extend such time as to all or any of the members whom, for reason of residence at a distance or other
cause, the Board may deem fit.
Calls to carry interest
If any member fails to pay any call due from him on the day appointed for payment thereof, or any such
extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the
payment thereof to the time of actual payment at such rate not exceeding 10% p.a. as shall from time to time be
fixed by the Board.
Sums deemed to be calls:

32. Any sum which by the terms of issue of share becomes payable on allotment or at any fixed date, whether
on account of nominal value of the share or by way of premium, shall for the purposes of these articles be
deemed to be call duly made and payable on the date of which by the terms of issue the same becomes
payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified but nothing in this Article shall render it obligatory for the board to demand or recovery
any interest from any such member.
Proof on trial of suit for money due on share
33. Subject to the provisions of the Act and these Articles, on the trial or hearing of any action or suit brought
by the company against any Member or his representatives for the recovery of any money claimed to be due
to the Company in respect of his shares, it shall be sufficient to prove.
a. That the name of the Member, in respect of whose shares the money sought to be recovered, appears
entered on the register of Member as the holder, at or subsequently to the date at which the money
sought to be recovered is alleged to have become due on the shares in respect of which such money is
sought to be recovered;
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b. That the resolution making the call is duly recorded in the Minutes Book; and
c. That notice of such call was duly given to the Member or his representatives issued in pursuance of
these Articles; and it shall not be necessary to prove the appointment of the Directors who made such
call, nor that a quorum of Directors was present at the Board at which any call was made, nor that the
meeting at which any call was made was duly convened or constituted nor any other matters
whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
Payment in anticipation of calls may carry interest
34. The Board may, if it thinks fit, agree to receive from Members willing to advance to same all or any part of
the amounts of their respective shares beyond the sums actually called up so much thereof, from time to
time and at any time thereafter, as exceed the amount of the calls then made upon and due in respect of the
shares on account of which such advances are made, the Board of Directors may pay or allow interest, at
such rate not less than 12% p.a. as the Members paying the sum in advance and the Board of Directors
agree upon; Provided that any amount paid up in advance of calls on any shares shall not in respect thereof
confer a right to dividends or to participate in profits.
35. The Board of Directors may agree to repay at any time any amount so advanced or may at any time repay
the same upon giving to the member three months notice in writing.
36. No Member paying such sum in advance shall be entitled to voting rights in respect of the moneys so paid
by him until the same would but for such payment, become presently payable.
LIEN
Company to have lien on shares
37. The company shall have a first and paramount lien upon all the shares (other than fully paid up shares)
registered in the name of each member (whether solely or jointly or with others) and upon the proceeds of
sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of
such shares and no equitable interest in any shares shall be created except upon the footing and condition
hereof will have full effect, and such lien shall extent to all dividends and bonus from time to time declared
in respect of such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a
waiver of the Company’s lien if any on such shares. The Directors unanimously may at any time declare any
Share wholly or in part to be exempt from the provisions of this Article 41.
Enforcement of Lien by sale
38. For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as they
shall think fit, and for that purpose may issue a duplicate certificate in respect of such shares and may
authorize one of their Members to execute a transfer thereof on behalf of-and in the name of such Member.
39. No sale shall be made until such time as aforesaid shall have arrived and until notice in writing of the
intention to sell shall have been made by him or them in payment, fulfillment, or discharge of such debts,
liabilities or engagements for fourteen days after service of such notice.
Application of Proceeds of Sale
40. The net proceeds of any such sale shall be received by the Company and after adjustment of the costs of the
sale applied in or towards payment of such part of the amount in respect of which the lien exists as is
presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the
date of the sale.
FORFEITURE OF SHARES
Notice to member if money payable on share not paid
41. If any member fails to pay any call or installment of a call on or before the day appointed for payment of the
same or any such extension thereof as aforesaid, the Board of Directors may, at any time thereafter, during
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such time as the call or installment remains unpaid, give notice to him requiring him to pay the same
together with any interest that may have accrued by reason of such nonpayment.
Sum payable on allotment to be a call
42. For the purpose of the provisions of these Articles relating to forfeiture of shares, the sum payable upon
application or allotment in full or part in respect of a share, shall be deemed to be a call payable upon such
share on the day of allotment.
Notice of forfeiture and effect of issue
43. The notice shall name a day (not being less than fourteen days from the day of the notice) and a place or
places on and at which such call or installment and such interest as the directors shall determine from the
day on which such calls or installment ought to have been paid.
44. The notice shall also state that, in the event of the non-payment at or before the time and at place appointed,
the shares, in respect of which the call was made or instalment is payable, will be liable to be forfeited.
45. Shares in respect of which forfeiture notice has been issued shall carry no voting rights.
Partial payment not to preclude forfeiture
46. Neither a Judgment nor a decree in favour on the Company or the receipt by the Company of a portion of
any money which shall from time to time be due from any Member to the Company in respect of his shares,
either by way of principal or interest or any indulgence granted by the Company in respect of the payment
of any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of shares
as hereinafter provided.
In default of payment shares to be forfeited
47. If the requirements of any such notice shall not be complied with, every or any share in respect of which
such notice has been given, may at any time thereafter before payment of all calls or installment, interest due
in respect thereof be forfeited by a resolution of the Board of Directors to the effect. Such forfeiture shall
include all dividends declared or any other moneys payable in respect of the forfeited shares not actually
paid before the forfeiture.
Notice of forfeiture to a member
48. When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose
name it stood immediately prior to the forfeiture, and an entry of the forfeiture with the date thereof, shall
forthwith be made in the register of Member, but no forfeiture shall be in any manner invalidated by any
commission or neglect to give such notice or to make any such entry as aforesaid.
Forfeited share to be property of the Company and may be sold etc.
49. Any share so forfeited shall be deemed to be the property of the Company and may be sold re allotted or
otherwise disposed of either to the original holder thereof or to any other person, upon such terms and in
such manner as Board shall think fit.
Member still liable to pay money owing and interest at the time of forfeiture
50. Any member whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the Company, in respect of such shares at the time of the forfeiture, together with
interest thereon from the time of the forfeiture until payment at such rate, not exceeding 9% per annum, as
the Board may determine and the Board may enforce the payment thereof, it thinks fit.
51. The liability of such person shall cease if and when the Company shall have payment in full of all such
money in respect of the shares.
Effect of forfeiture
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52. The forfeiture of a share shall involve extinction of all interest in and all claims and demands against the
Company at the time of the forfeiture in respect of the share and all other rights incidental to the share,
except only such of those rights as are expressly saved by these Articles.
Power to annul forfeiture
53. The Board of Directors may at any time before any share so forfeited shall have been sold, reallot or
otherwise disposes of or annul the forfeiture thereof upon such conditions as it thinks fit.
Evidence of forfeiture
54. A duly verified declaration in writing that the declarant is a Director or the Whole time Director or the
Manager or Secretary of the Company and that a share in the Company has been duly forfeited in
accordance with these Articles, on a date stated in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share.
55. The company may receive the consideration, if any, given for the share on any sale, re-allotment or other
disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or
disposed of.
56. The person to whom such share is sold, re-allotted or disposed of shall thereupon be registered as the holder
of the share.
Provisions of these Articles as to forfeiture to apply in case of non-payment of any sum
57. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any, sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account on the nominal value
of the share by way of premium, as if the same had been payable by virtue of a call duly made and notified.
Cancellation of share certificates in respect of forfeiture
58. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificates
originally issued in respect of the relative share or shares (unless the same shall on demand by the Company
have been previously surrendered to it by the defaulting member) stand cancelled and become null and void
and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in respect of the
said share or shares to the persons entitled thereto.
Acceptance of Shares
59. Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment
of any share therein, shall be an acceptance of shares within the meaning of these Articles.
60. Every person who has been allotted or otherwise accepts any shares and whose name is on the Register of
Member shall, for the purpose of these Articles, be a Member.
Deposits and calls etc. to be a debt payable immediately
61. The money, if any, which the Board of Directors shall, on the allotment of any shares being made by them,
require or direct to be paid by way of, deposit, call or otherwise in respect of any share allotted in the
Register of Members as the name of the holder of such shares, become a debt due to and recoverable by the
Company from the allottee thereof and shall be paid by him accordingly.
Liability of Members
62. Every member shall pay to the Company the portion of the capital represented by his share or shares which
may, for the time being, remain unpaid thereon in such amounts, at such time or times and in such manner,
as the Board of Directors shall, from time to time, in accordance with the Company’s regulations, fix for the
payment thereof.
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TRANSFER AND TRANSMISSION OF SHARES
Register of Transfer
63. The Company shall keep a Register of Transfer and therein shall fairly and distinctly enter particulars of
every transfer or transmission of any share.
Transfer Restrictions
64. Restriction on Transfer
(a) Any direct or indirect Transfer of any Company Securities or any legal or beneficial interest
therein shall be made only in compliance with the Articles and the Shareholders Agreement.
(b) Any agreement or arrangement to Transfer any of the Company Securities other than in the manner
(including the manner of procedure of Transfer) set out in the Articles and the Shareholders
Agreement shall be null and void. The Company hereby agrees and confirms that it shall not record
any such Transfer or agreement or arrangement to Transfer on its books and shall not recognize or
register any equitable or other claim to, or any interest in, such Company Securities which have
been transferred in any manner other than as permitted under the Articles and the Shareholders
Agreement.
65. Transfer by the Promoter Group
(a) The members of the Promoter Group and the Company hereby confirm and warrant that as of the
Effective Date, the members of the Promoter Group own 242,860,000 (two hundred and forty two
million eight hundred and sixty thousand) Equity Shares, constituting 97.14% (ninety seven point
one four percent) of the Equity Share Capital on a Fully Diluted Basis and that the Promoters are in
Control of the management and operations of the Company and that on the Final Completion Date
the holding of the Promoter Group in the Company will be 69.8% (sixty nine point eight percent)
of the Equity Share Capital on a Fully Diluted Basis (calculated on the assumption that 942,332
(nine hundred and forty two thousand three hundred and thirty two) Equity Shares will be issued
pursuant to the ESOP Scheme); and further that the Promoters will continue to retain Control over
the management and operations of the Company, and indirectly retain Control and management
over any Company Subsidiaries. The members of the Promoter Group and the Company hereby
also confirm and warrant that no member of the Promoter Group owns Company Securities other
than those mentioned in this Article, and that the members of the Promoter Group hold all such
Company Securities free from any Encumbrances, except as specifically disclosed in the
Disclosure Schedule (annexed to the Share Subscription Agreement).
(b) Each of the Persons in the Promoter Group hereby agrees and undertakes that at all times prior to
the listing of the Company Securities on a stock exchange in accordance with the terms of the
Articles and the Shareholders Agreement, the Persons in the Promoter Group (“Transferring
Promoter”) shall Transfer any Company Securities only with the prior written consent of the
Investors. Provided however, that one or more Transferring Promoters shall, at all times during the
term of the Shareholders Agreement, after giving an advance notice of at least 15 (fifteen) Business
Days to the Investors, be free to effect Transfers aggregating up to 10% (ten percent) of the total
Company Securities held by the Promoter Group as of the Effective Date, to any other Person
within the Promoter Group, provided that the Promoters continue to hold at least 89% (eighty nine
percent) of the total Company Securities held by the Promoter Group after such Transfers.
(c) Subject to the other terms of the Articles and the Shareholders Agreement, in the event any of the
Promoters or any of their Affiliates, Transfer any of their Company Securities, the Transferring
Promoter shall ensure that such Person shall execute a Deed of Adherence.
66. Transfer by the Investors
(a) Each Investor and/or its Affiliates shall be entitled to Transfer its Investor Securities to any Person,
provided that any such transferee shall execute a Deed of Adherence in the form set out in the
Shareholders Agreement, and that if such transferee is an Affiliate, then prior to such Affiliate
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ceasing to be an Affiliate, the Investor Securities so transferred shall be re-transferred to the
Investor. It is clarified that such transferee shall not be required to execute a Deed of Adherence, if
the Transfer is pursuant to the provisions of Article 223(b) of the Articles. Notwithstanding the
foregoing, the Investors shall not be eligible to Transfer any of the Investor Securities to an
Identified Competitor, except in the event of a Transfer pursuant to the Drag Along Right.
(b) Subject to Applicable Laws, the provisions of the Articles and the Shareholders Agreement, and
the execution of confidentiality agreements as are customary in such transactions, each member of
the Promoter Group and the Company agree and undertake to provide all reasonably necessary
assistance to enable any Person identified by an Investor, to whom such Investor and/or its
Affiliates intends to Transfer, all or part of its Company Securities, to carry out a due diligence
review of the Company and the Company Subsidiaries as may be generally required or reasonably
requested by any such Person.
67. Liquidation Preference
(a) For the purposes of the Articles and the Shareholders Agreement, each of the following events
shall be treated as a “Liquidation Event”: (i) (A) a consolidation, restructuring or merger of the
Company, or (B) a sale of the outstanding securities of the Company or any Material Company
Subsidiary, such that the Shareholders of the Company prior to any such single transaction or
series of related transactions contemplated in this Article 71 (a) (i), receive or retain pursuant to
such transaction(s) less than 50% (fifty percent) of the voting power or fully diluted shareholding
of the Company or the surviving corporation following such transaction; or (ii) a Transfer of all or
substantially all of the assets of the Company or a Material Company Subsidiary, whether by way
of demerger, slump sale, asset sale or otherwise or (iii) a liquidation, dissolution or winding up of
the Company or any Material Company Subsidiary. The sale of the current Company Subsidiary in
accordance with Article 213 hereof shall not be treated as a Liquidation Event for the purposes of
the Articles and the Shareholders Agreement.
(b) Upon the occurrence of a Liquidation Event, notwithstanding anything to the contrary contained in
these Articles, the Investors shall be entitled to receive, in preference to the holders of all other
Company Securities of the Company, an amount equivalent to the higher of (i) the Total
Consideration, and accrued or declared but unpaid dividend in relation to the Investor Securities, or
(ii) the amount which would be actually received pursuant to a Liquidation Event if the entire
proceeds of such Liquidation Event were to be distributed pro rata amongst the Shareholders,
including the holders of the Investor Securities (for this purpose, the Investor Securities shall be
calculated on as if converted basis).
(c) In the event that for any reason, it is not possible for the Parties to ensure that the aforesaid intent is
achieved in the manner prescribed above in relation to any Liquidation Event, to the extent any
amounts have been credited to the Existing Shareholders as a result of the Liquidation Event on
account of Applicable Laws or other requirements, the Existing Shareholders shall transfer such
amounts to the Investors to ensure that the agreement of the Parties set out in Article 71(b) above is
effected.
(d) In the event that for any reasons, the intent of the Parties set out in Articles 71(b) and/or 71(c) is
not achieved, without prejudice to the above, the Parties shall agree to such other alternative
structure or mechanism so as to ensure that the intent of this Article 71 is achieved. It is clarified
that the Investors may exercise their rights with respect to Affirmative Vote Matters in relation to
any Liquidation Event to prevent the same if the aforesaid intent is not being met.
(e) Notwithstanding anything to the contrary in the Articles and the Shareholders Agreement, the
provisions of this Article 71 shall apply upon the occurrence of any Liquidation Event including a
Liquidation Event which occurs pursuant to, or on account of, any of the provisions of the Articles
and the Shareholders Agreement.
68. There shall be no restrictions of any nature whatsoever on the ability of the Investors and/or their Affiliates
to acquire further Company Securities.
Right of First Offer and Tag Along Rights
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69. The Investors and each member of the Promoter Group inter se agree to the following:
(a) Subject to the terms of the Articles (and in particular Article 69 to 72 herein above), if any of the
Investors or members of the Promoter Group (a “Selling Shareholder”) is proposing to Transfer
any Company Securities held by him or it to any Person, other than to an Investor or to a member
of the Promoter Group or their respective Affiliates (a “Proposed Transfer”), then the Selling
Shareholder shall give a written notice (the “Offer Notice”) to the other Shareholders with a copy
to the Company on behalf of the Selling Shareholder. The Offer Notice shall state (i) the number
and class of Company Securities the Selling Shareholder then owns; (ii) the number and class of
Company Securities proposed to be transferred by the Selling Shareholder (the “Sale Shares”).
(b) Upon receipt of an Offer Notice, each of the other Shareholders who is desirous of purchasing the
Sale Shares (“Non Selling Shareholder”) shall provide a written notice within a period of 14
(fourteen) Business Days from the receipt of the Offer Notice (“ROFO Response Notice”), setting
out the price per Sale Share (“ROFO Price”) at which he or it proposes to purchase the Sale
Shares (“ROFO Shares”) (“Right of First Offer”). It is clarified that if more than 1 (one) Non
Selling Shareholder makes an offer to purchase the ROFO Shares, then the highest price per share
offered in respect of the ROFO Shares by a Non Selling Shareholder shall be the ROFO Price and
all Non Selling Shareholders shall be entitled to participate in the ROFO only at such price.
(c) The Selling Shareholder may, at its sole discretion, choose to accept the highest ROFO Price
(“ROFO Final Price”) by issuing an acceptance notice to the Non Selling Shareholders (“ROFO
Price Acceptance Notice”), within 10 (ten) Business Days from the date of issue of the ROFO
Response Notice, in which case, it shall offer to the Non Selling Shareholders the ROFO Shares at
the ROFO Final Price. Within 10 (ten) Business Days from issuance of the ROFO Price
Acceptance Notice, each of the Non Selling Shareholders that has delivered a ROFO Response
Notice shall purchase their proportionate share of the ROFO Shares by paying the ROFO Final
Price. If the ROFO Price and ROFO terms are not acceptable to the Selling Shareholder, it shall
issue a ROFO price rejection notice (“ROFO Price Rejection Notice”) to the Non Selling
Shareholders within 10 (ten) Business Days from the date of issue of the ROFO Response Notice.
(d) In the event that a ROFO Response Notice is accepted by the Selling Shareholder, then the Selling
Shareholder shall be obligated to sell and Transfer the ROFO Shares as are mentioned in the
ROFO Response Notice(s) to such Non Selling Shareholder(s) or its or their respective Affiliate(s)
or nominee(s), within a period of 30 (thirty) days from the date of receipt thereof (subject to any
reasonable extensions as may be necessary for the receipt of any Approvals for the completion of
such sale and purchase) (“Transfer Period”). The Transfer of any Sale Shares other than the ROFO
Shares shall not occur unless the ROFO Shares have been sold to Non Selling Shareholder(s) or its
or their respective Affiliate(s); and after the sale of the ROFO Shares to the Non Selling
Shareholder(s), the Transfer of the Sale Shares other than the ROFO Shares shall take place within
45 (forty five) days of the completion of the sale of the ROFO Shares to the Non Selling
Shareholder(s), failing which the provisions of Articles 73 to 75 shall apply once again to any sale
the Company Securities.
(e) If completion of the sale and transfer to a Non Selling Shareholder or its Affiliate does not take
place within the Transfer Period (as may be reasonably extended as mentioned above):
1. because of the failure of the Selling Shareholder to sell the ROFO Shares, then the right of the
Selling Shareholder to sell the Sale Shares shall lapse and the provisions of Articles 73 to 75
(commencing from the requirement of delivery of a fresh Offer Notice) shall once again apply
to any Company Securities;
2. because of the failure of the Non Selling Shareholder or its Affiliate to purchase the ROFO
Shares, then the Selling Shareholder shall be entitled to sell the Sale Shares to any person for a
period of 3 (three) months following the date of the ROFO Acceptance Notice.
(f) If the Selling Shareholder is a member of the Promoter Group, and an Investor has not exercised its
Right of First Offer in relation to any Proposed Transfer, such Investor will, at its sole discretion
and option, have a right, but not an obligation (“Tag Along Right”) to sell up to all of the Investor
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Securities to the Proposed Transferee along with the Selling Shareholder on terms no less
favourable than the terms offered to the Selling Shareholder, in the manner set out in Articles 73 to
75.
(g) In the event that an Investor and/or its Affiliates elect to exercise the Tag Along Right, the Investor
shall deliver a written notice of such election to the Selling Shareholder (the “Tag Along
Response”) within the period of 14 (fourteen) Business Days from the receipt of the Offer Notice
specifying the number of Investor Securities with respect to which it has elected to exercise its Tag
Along Right (the "Tag Along Shares”). A copy of the Tag Along Response shall be provided to
the Company.
(h) In the event an Investor and/or its Affiliates decide to exercise the Tag Along Right, the only
representation which the Investor and/or its Affiliates, as the case may be, shall be required to
provide shall be limited to due authorization and execution of the transfer documents, clear title to
the Tag Along Shares, absence of lien(s) on the Tag Along Shares, and absence of conflicts.
(i) Upon exercise of the Tag Along Right, the Selling Shareholder shall not be entitled to sell any of
the Sale Shares to any Proposed Transferee unless the Proposed Transferee simultaneously
purchases and pays for the Tag Along Shares in accordance with the provisions of Articles 73 to 75.
If an Investor and/or its Affiliates have elected to exercise their Tag Along Right and the Proposed
Transferee fails to purchase the Tag Along Shares from the Investor and/or its Affiliates, the
Selling Shareholder(s) shall not make the Proposed Transfer, and if purported to be made, such
Transfer shall be void and shall not be binding on the Company and shall be deemed to be a breach
of the terms of the Shareholders Agreement.
(j) The closing of any Transfer of the Sale Shares and the Tag Along Shares by the Proposed
Transferee shall be held simultaneously, at such time and place as the parties to the transaction
may agree. In the event that the purchase of the Sale Shares and the Tag Along Shares is not
completed within a period of 30 (thirty) days from the date of receipt of the Tag Along Response
by the Selling Shareholder, the period for completion of the purchase shall be reasonably extended
for an additional period necessary to obtain any Approvals required for such purchase and payment.
At such closing, the Selling Shareholder and such Investor and/or its Affiliates, as the case may be,
shall deliver certificates representing the Sale Shares and the Tag Along Shares respectively,
accompanied by duly stamped and executed instruments of transfer, or duly executed transfer
instructions to the relevant depository participant. The Proposed Transferee shall deliver at such
closing payment in full of the price in respect of the Sale Shares and the Tag Along Shares to the
Selling Shareholder and to such Investor and/or its Affiliates, respectively. At such closing, all of
the parties to the transaction shall execute such additional documents as may be necessary or
appropriate to effect the sale of the relevant Company Securities to the Proposed Transferee.
(k) If completion of the sale and transfer to the Proposed Transferee does not take place within a
period of 60 (sixty) days following the delivery of the Tag Along Response, the right of the Selling
Shareholder to sell the Sale Shares to such transferee shall lapse and the provisions of Articles 73
to 75 shall once again apply to the Sale Shares.
(l) Within five (5) Business Days of any Transfer of Equity Shares by a Selling Shareholder or an
Investor and/or its Affiliates, as the case may be, the Company shall send a notice to the other
Parties stating that such Transfer has taken place and setting forth the name of the transferor, the
name of the transferee and the number of Equity Shares Transferred.
(m) If all Non Selling Shareholder(s) do not deliver any ROFO Response Notice to the Selling
Shareholder prior to the expiry of the 14 (fourteen) Business Days from the receipt of the Offer
Notice, the Selling Shareholder shall be entitled to sell and transfer the Sale Shares to any Person
on such terms and conditions as may be agreed to between the them, within a period of 90 (ninety)
days from the expiry of the 14 (fourteen) Business Days from the receipt of the Offer Notice,
failing which the right of the Selling Shareholder to sell any Sale Shares shall lapse and the
provisions of Articles 73 to 75 (commencing from the requirement of delivery of a fresh Offer
Notice) shall once again apply to any Sale Shares. Provided that if a Selling Shareholder is a
member of the Promoter Group or their Affiliates, any Transfer of Sale Shares to any Person
pursuant to this Article 73 shall be made only if the prior written consent of the Investors under
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Article 69 has been obtained.
70. The Parties agree that nothing contained in Article 73 hereinabove shall apply to a Transfer of any Company
Securities pursuant to Article 223(b) of the Articles.
71. Change of control of PIL: The individuals comprising the Promoter Group represent and warrant that as of
the Effective Date, they collectively, along with their Affiliates hold 49,021,040 (Forty nine million twenty
one thousand and forty) equity shares of PIL representing 40.17% (forty point one seven percent) of the
voting securities of PIL (“Existing Holding”) and such voting rights are free and clear of all Encumbrances
other than the Pledged Shares. The members of the Promoter Group agrees that (i) the Purchase
Consideration shall be used for repayment of the Specified Debt (as defined in the Shareholders Agreement)
and release of 67.5% (sixty seven point five percent) of the Pledged Shares within a period of 6 (six) months
from the Completion Date and (ii) the remaining portion of the Pledged Shares shall be released within a
period of 12 (twelve) months from the Completion Date. The individuals comprising the Promoter Group
agree that during the term of the Shareholders Agreement, they shall, together with their respective
Affiliates, continue to hold the Existing Holding and shall not encumber or Transfer any of the securities
that represent the Existing Holding without the prior written consent of the Investors. Provided however,
that no prior consent of the Investors will be required for any Transfer of voting securities of PIL by the
constituents of the Promoter Group to their respective Affiliates provided that such Transfers shall be on the
condition that prior to such Affiliate ceasing to be an Affiliate of the members of the Promoter Group, the
voting securities so transferred shall be re-transferred to the Promoter Group.
Pre-emptive rights and other conditions for further issuance of Company Securities
Notwithstanding anything to the contrary contained in these Articles, any further issuance of Company
Securities shall be issued only in compliance with the following provisions:
72. Subject to the receipt of the consent of the Investors for an issuance of Company Securities, in the event the
Company is desirous of issuing any new Company Securities (including by way of a rights issue or a
preferential issue but other than a grant of options, or the issue of Equity Shares upon exercise thereof,
pursuant to the ESOP Scheme) ("Proposed Issuance") in favour of any Shareholder(s) or any other Person
("Potential Investor"), it shall offer such number of Company Securities to the Investors such that the
Proportionate Shareholding of the Investors in the Company prior to such transaction is maintained after the
completion of such transaction. Each Investor shall have the right but not the obligation to purchase any or
all of the Company Securities so offered to it by itself or through any Affiliate(s). In the event that such
Company Securities being issued are not Equity Shares, each Investor shall have the right to subscribe or
purchase either (i) an amount of such Company Securities which are being issued, which would be sufficient
to maintain its Proportionate Shareholding; or (ii) such amount of Equity Shares, which would be sufficient
to maintain its Proportionate Shareholding, assuming conversion (to the maximum extent possible) of the
Company Securities being issued.
73. For this purpose, the Company shall deliver to the Investors written notice of the Proposed Issuance setting
forth (i) the number, type and terms of the Company Securities to be issued, and (ii) the consideration
payable to the Company in connection with the Proposed Issuance, which price per Company Security shall
be the same as that accepted by the Potential Investor (“Issuance Price”), and (iii) the name(s) of the
Potential Investor(s), 10 (ten) Business Days prior to the date the Company takes a decision in relation to the
Proposed Issuance in the meeting of its Board.
74. In the event an Investor elects to exercise its rights under Articles 76 to 86, it shall: (i) within 10 (ten)
Business Days following delivery of the notice referred to in Article 77, give written notice to the Company
specifying the number of Company Securities to be subscribed to by the Investor and/or its Affiliate(s); and
(ii) within 30 (thirty) days following delivery of the notice referred to in Article 77, settle the payment of the
consideration to the Company simultaneously with the issuance of such number of Company Securities as
are being subscribed to by the Investor and/or its Affiliate(s), which shall be determined based on the
principles set forth in Articles 76 to 86; provided that the Potential Investor also simultaneously settles the
entire payment for the Company Securities being purchased by it. The said 30 (thirty) days’ period shall be
extended for an additional period necessary to obtain any Approvals required for such purchase and
payment by the Investors (“Extended Period”).
75. Except as otherwise provided in this Article 79, failure by an Investor to either (a) give such notice within
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the 10 (ten) Business Days’ period referred to in Article 78 above; or (b) settle the payment of such
consideration to the Company within the 30 (thirty) days’ period (subject to the conditions contained in
Article 78) or the Extended Period referred to in Article 78 above, as the case may be, shall be deemed a
waiver by such Investor of its rights under Articles 76 to 86 with respect to such Proposed Issuance. If an
Investor fails to give the notice required under this Article solely because of the Company's failure to
comply with the notice provisions of Article 77, then the Company shall not issue Company Securities to the
Potential Investor pursuant to Articles 76 to 86 and if purported to be issued, such issuance of Company
Securities shall be void.
76. In the event that an Investor notifies the Company about its non-acceptance to subscribe to the new
Company Securities offered by the Company as set forth in Articles 76 to 86, in part or in whole, or fails to
give the notice specified in Article 78 hereinabove within the 10 (ten) Business Days period following
delivery of the notice referred to in Article 77 or fails to settle the payment of the consideration within the
required time period or within the Extended Period, as the case may be, such new Company Securities may
be offered, issued or subscribed to by the other Shareholders of the Company or by any other Person, as the
case may be, at or above the Issuance Price. In any event, the number of new Company Securities being
issued shall not exceed the number of Company Securities proposed to be issued in terms of the Proposed
Issuance and as set out in the notice provided to the Investors pursuant to Article 77.
77. The Proposed Issuance shall be completed within 90 (ninety) days of the notice provided under Article 77,
failing which the right of the Company to make the Proposed Issuance shall lapse and the provisions of
Articles 76 to 86 shall once again apply to such Proposed Issuance. The said 90 (ninety) days’ period shall
be extended for an additional period necessary to obtain any Approvals required.
78. In any event, the Company shall not issue any Company Securities (including any Equity Shares) of any
type or class to any Person unless the Company has offered the Company Securities to the Investors in
accordance with the provisions of Articles 76 to 86.
79. The Parties hereby agree that, notwithstanding the above, there exists no commitment by the Investors
and/or their Affiliates to further capitalize the Company or provide finance to the Company in the form,
inter alia, of guarantees or loans.
80. The Company and each member of the Promoter Group further agree that any Proposed Issuance by the
Company shall be made at a price per Equity Share (in the event of a Proposed Issuance of Equity Shares)
which is not less than the Subscription Price; and, if the Company Securities being issued are not Equity
Shares, then the terms of the Company Securities being issued shall be such that a Potential Investor shall
not be entitled to receive any Equity Share, pursuant to any conversion or exercise of such Company
Security(ies), at a price per Equity Share which is effectively lesser than the Subscription Price. In the event
that any Proposed Issuance is undertaken by the Company at an effective price per Equity Share which is
lesser than the Subscription Price (such lesser price being referred to as the “New Subscription Price”),
then each Investor shall, at its option, have the right to require that:
(a) The conversion ratio for its Subscription CCPS shall be modified, such that the price applicable for
conversion of the Subscription CCPS shall be the New Subscription Price, or such other minimum
price as is permitted under Applicable Laws (as and by way of illustration, if a Potential Investor
subscribes to Equity Shares issued by the Company at a price of Rs. 80 (Rupees eighty) per share,
and the Subscription Price is Rs. 100 (Rupees one hundred), 4 Subscription CCPS can converted
into 5 Equity Shares); and/or
(b) The Company shall issue such number of fresh Equity Shares/preference shares to the Investors
and/or to any Person nominated by it, without payment of any consideration by the Investors, or on
payment of the minimum price as is permitted under Applicable Laws, which shall be determined
in accordance with the following formula:
Total Consideration – Total Consideration

New Subscription Price Subscription Price
Provided that the total number of Equity Shares issuable to the Investors and/or its nominees under (a) and (b)
above, along with the Equity Shares already held by the Investors, shall not exceed such number of Equity
Shares, as arrived at in accordance with the following formula:
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Total Consideration (including consideration paid pursuant to Article 84(b)
New Subscription Price
81. In the event that the Company Securities being issued are not Equity Shares, but are convertible into Equity
Shares, then the “New Subscription Price‟, for the purposes of the formula set out in Article 84 above, shall
be deemed to be the actual conversion price of the Company Securities being offered in a Proposed
Issuance, as determined at any point of time upon or after the completion and consummation of the
Proposed Issuance. Provided however, that if the Investor Securities are required to be mandatorily
converted prior to the determination of the conversion price of the Company Securities offered in the
Proposed Issuance, then the “New Subscription Price‟ shall be the lowest conversion price at which the
Potential Investor would be able to acquire a single Equity Share pursuant to the conversion of the Company
Securities held by it. As and by way of illustration, if a Potential Investor subscribes to optionally
convertible preference shares issued by the Company at a price of Rs. 100 (Rupees one hundred) per share,
and each preference share can be converted into 2 (two) Equity Shares in accordance with the aforesaid,
then the New Subscription Price shall be deemed to be Rs. 50 (Rupees fifty).
82. It is clarified that in the event that the Investors are issued any Equity Shares/preference shares pursuant to
the provisions of Article 84 or Article 85, such Shares shall be included towards calculation of the Company
Securities to be issued to the Investors pursuant to any Proposed Issuance as required by Article 76 above.
In the event that Applicable Law requires that the Company Securities shall be issued to the Investors at the
face value of such Company Securities, or at any other minimum price, then the Investors shall pay such
price to the Company; provided however that if the Investors opt to be issued any Company Securities
pursuant to the provisions of Article 76 which are in addition to the Company Securities contemplated in
Articles 84 and 85 above, then the price which would be payable by the Investors in relation to the Company
Securities to be issued to it under Article 76 shall, to the maximum extent possible, be reduced by the price
payable to the Company by the Investors pursuant to Articles 84, 85 and this Article 86.
83. Within a period of 90 (ninety) days from the Completion Date, the Company shall, and the members of the
Promoter Group shall cause the Company to, approve a scheme providing for the issuance of options
relating to up to 942,332 (Nine hundred and forty two thousand three hundred and thirty two) Equity Shares
of the Company (“ESOP Scheme”) constituting 3% (three percent) of the Equity Share Capital on a Fully
Diluted Basis (assuming no further Company Securities are issued between the Completion Date and the
date of approval of the issuance of the options). The terms of the ESOP Scheme, including the term, vesting,
and strike prices of any options, and the grant of options under the ESOP Scheme, shall require the prior
approval of the Investors, and the options pursuant to the ESOP Scheme, and the Equity Shares allotted
pursuant to the ESOP Scheme shall be issued, held and Transferred in accordance with the terms of the
ESOP Scheme.
Instrument of transfer
84. The instrument of transfer shall be in writing and all provisions of Section 56 of the Companies Act,
2013and statutory modification thereof for the time being shall be duly compiled with in respect of all
transfer of shares and registration thereof.
No Fee on Transfer or Transmission
85. No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate and Letters
of administration, Certificate or Death or Marriage, Power of Attorney or similar other document.
Transfer form to be Completed and Presented to the Company
86. The instrument of transfer shall be accompanied by such evidence as the Board may require proving the title
of transfer and his right to transfer the share and every registered instruments of transferor shall remain in
the custody of the Company until destroyed by the order of Board. The transferor shall be deemed to be the
holder of such shares until the name of the transferee shall have been entered in the Register of Members in
respect thereof. Before the registration of transfer the certificate of the shares must be delivered to the
Company.
Transfer Books and Register of Members when Closed
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87. The Board shall have power on giving not less than seven days previous notice by advertisement in some
news paper circulating in the district in which the Registered office of the Company is situated to close the
Transfer Books, Register of Members or Register of Debenture- holders at such time or times and for such
period or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in
each year.
Directors May Refuse to Register Transfer
88. Subject to the provisions of Section III of the Act, Section 22A of the Securities Contracts (Regulation) Act,
1956 and the provisions of the Shareholders Agreement, the Directors may, at their own absolute and
uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares
whether fully paid or not and the right of refusal, shall not be affected by the circumstances that the
proposed transferee is already a member of the Company but in such cases, the Directors shall within one
month from the date on which the instrument of transfer was lodged with the Company, send to the
transferee and transferor notice of the refusal to register such transfer provided that registration of transfer
shall not be refused on the ground of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except when the company has a lien on the
shares.
89. Without prejudice to the generality of provisions of Article 102, the Board may refuse to register transfer of
shares, in the name of the transferee on any one or more of the following grounds, namely:-
a) that the instrument of transfer is not proper, or has not been duly stamped and executed, or that the
certificate relating to the share has not been delivered to the Company, or that any other
requirement under the law relating to registration of such transfer has not been complied with;
b) that the transfer of shares is in contravention of any law;
c) that the transfer of the shares is prohibited by any order of any Court, tribunal or other authority
under any law for the time being in force;
d) that the transfer is not in accordance with the Articles.
90. The Board shall, before the expiry of two months from the date on which the instrument of transfer is lodged
with the company for the purposes of such transfer, form its opinion as to whether such registration ought or
ought not to be refused on any of the grounds mentioned in Article 93.
91. If the Board has formed the opinion that such registration ought not to be refused the company shall affect
the registration of transfer.
92. If the Board forms an opinion that such registration ought to be refused on the grounds mentioned in as
above, it shall intimate the transferor and transferee by notice in the prescribed form about the requirements
under the law which has or which have to be complied with for securing such registration on.
93. If the Board forms an opinion that the registration ought to be refused on any of the grounds in clauses (b) to
(d) of Article 93, it shall make a reference to the Company Law Board and forward thereof to the transferor
and the transferee.
94. When on reference to the Company Law Board, the said Board directs that the transfer of shares-
a) shall be registered by the Company, the company shall register the transfer of shares within 10
days of the order of the Board.
b) need not be registered by the Company, the Company shall, within 10 days from the date of the
order intimate the transfer and the transferee accordingly.
Death of One or More Joint-Holders of Shares
95. In case of the death of any one or more of the persons named in the Register of Member as the joint-holders
of any share, the survivor or survivors shall be the only person recognized by the Company as having any
title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a
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deceased joint-holder from any liability of shares held by him jointly with any other person.
Title of Shares of Deceased Member
96. The executors or administrators or holders of a Succession Certificate or the legal representatives of a
deceased member (not being one or two or more joint-holders) shall be the only persons recognized by the
Company as having any title to the shares registered in the name of such member and the Company shall
not be bound to recognize such executors or administrators or holders of a Succession Certificate or the
legal representatives unless they have first obtained Probate or Letters of Administration or Succession
Certificate, as the case may be, from a duly constituted Court in the Union of India, provided that in any
case where the Board in its absolute discretion, thinks fit, it may dispense with production of Probate or
Letter of Administration or Succession Certificate upon such terms as to indemnity or otherwise as the
Board in its absolute discretion may think necessary, register the name of any person who claims to be
absolutely entitled to the shares standing in the name of a deceased member as a member.
No Transfer to Minor
97. No partly paid share shall in any circumstance be subscribed or transfer to any infant, minor, insolvent or
person of unsound mind.
Registration of Persons Entitled to Shares Otherwise than by Transfer
98. Subject to the provisions of the Act and Articles any person becoming entitled to share in consequence of
the death, lunacy, bankruptcy or insolvency of any member, or by any lawful means other than by a transfer
in accordance with these Articles may, with the consent of the Board (which it shall not be under any
obligation to give), upon producing such evidence that he sustains the character in respect of which he
proposes to act under this Article or of such title as the Board thinks sufficient, either be registered himself
as the holder of the shares or elect to have some persons nominated by him and approved by the Board
registered as such holder; provided nevertheless, that if that person shall elect to have his nominee registered
he shall testify the election by executing in favour of his nominee an instrument of transfer in accordance
with the provision herein contained, and until he does so, he shall not be freed from any liability in respect
of the shares.
Person Entitled May Receive Dividend without being registered as Member
99. A person entitled to a share by transmission shall, subject to the right of the Directors, to retain such
dividends of money as hereinafter provided, be entitled to receive any and may give discharge for any
dividends or other moneys payable in respect of share.
Company Not Liable for Disregard of a Notice Prohibiting Registration of a Transfer
100. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving
effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as
shown or appearing in the Register of Members) to the prejudice of person having or claiming may
equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had
notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may
have entered such notice or referred thereto , in any book of Company and the Company shall not be
bound or required to regard or attend or give effect to any notice which may be given to it of any
equitable right, title or interest or to be under any liability whatsoever for refusing or neglecting so to do
though it may have been entered or referred to in some book of the Company, but the Company shall
nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so
think fit.
De-materialization/ Re-materialization of Securities
101. Definitions:
a) “Beneficial Owner” shall mean a person whose name is recorded as such with a Depository.
b) “Depository” shall mean a Company formed and registered under the Companies Act, 1956 and which
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has been granted a Certificate of Registration under the Securities and Exchange Board of India (SEBI)
Act, 1992.
c) “Depositories Act” shall mean Depositories Act, 1996 or any statutory modification or re-enactment
thereof.
d) “Registered Owner” shall mean a Depository whose name is entered as such in the records of the
Company or persons whose name appears in the register of members of the Company.
102. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize /
rematerialize its securities and may offer securities in a dematerialized form pursuant to the Depositories
Act or as may be decided by the Board. The Company being unlisted Company can issue securities in
physical form subject to terms and condition of the Act. The provisions of dematerialization /
dematerialization and Depositories Acts will be applicable once the Company goes for listing at Stock
Exchanges.
Options for Investors
103. Every person subscribing to securities offered by the Company shall have the option to receive the security
certificate(s) or to hold the securities with a Depository. Such a person who is the beneficial owner of the
securities can at any time opt out of a Depository, if permitted by law, in respect of any security in the
manner provided by the Depositories Act and the Company shall, in the manner and within the time
prescribed, issued to the beneficial owner the required certificate(s) of securities. If a person opts to hold his
securities with a Depository, the Company shall intimate such Depository the details of allotment of the
security and on receipt of the information, the Depository shall enter in its records the name of the allottee as
the beneficial owner of the security.
Securities in Depositories to be in fungible form
104. All securities held by a Depository shall be dematerialized and shall be in a fungible form.
Rights of Depositories and Beneficial Owners
105. Notwithstanding anything to the contrary contained in the Companies Act, 2013 or in these Articles, a
Depository shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of
the security on behalf of the beneficial owner.
106. Save as otherwise provided in (a) above, the Depository as the registered owner of the securities shall not
have any voting right or any other rights in respect of securities held by it.
107. Every person holding securities of the Company and whose name is entered as the beneficial owner in the
records of the Depository shall be deemed to be a member of the Company. The beneficial owner of
securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his
securities which are held by a Depository.
Service of Documents
108. Notwithstanding anything contained in the Companies Act, 2013 or in these Articles to the contrary, where
securities are held in a Depository, the notice of the beneficial ownership may be served by such Depository
on the Company by means of electronic mode or by delivery of floppies or discs.
Transfer of Securities
109. Nothing contained in section 56 of the Companies Act, 2013 or in these Articles shall apply to transfer of
securities effected by a transferor and a transferee, both of whom are entered as beneficial owner in the
records of the Depository.
Allotment of Securities
110. Notwithstanding anything contained in the Companies Act, 2013 or in these Articles after any issue where
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the securities are dealt within a Depository, the Company shall intimate the details thereof to the Depository
immediately on allotment of securities.
Distinctive Numbers of Securities
111. Nothing contained in the Companies Act, 2013or in these Articles regarding necessity of having distinctive
numbers for securities issued by the Company shall apply to the securities held by a Depository.
Register and index of Beneficial Owners
112. The register and index of beneficial owners maintained by a Depository under the Depositories Act. 1996
shall be deemed to be register and the Index of Members and Security Holders for the purpose of these
Articles.
Director’s power to borrow
Schedule 4, the Board may, from time to time at its discretion, by a resolution passed at a meeting of the
Board or Committees of the Board receive deposits or loans from members either in advance of call or
otherwise and generally raise or borrow money by way of deposits, loans, overdraft, cash credit or by issue
of bonds, debentures or debenture stock (perpetual or otherwise) or in any other manner, or from any person,
firm, company, co-operative society, any corporate body, bank institution, government or any authority or
any other body, for the purposes of the Company and may secure the payment of any sum or sums of money
so received, raised or borrowed.
The payment or repayment of moneys borrowed etc.
Schedule 4, the payment and/or repayment of moneys borrowed or raised as aforesaid or any moneys owing
or otherwise or debts due from the Company may be secured in such manner and upon such terms and
conditions in all respects as the Board may think fit, and in particular by mortgage, charge, lien or any other
security upon all or assets or property (both present and future) the undertaking of the Company including
its uncalled capital for the time being or on the guarantee by any Director or Government or any third party
and the bonds, debentures and the debenture stock and other securities may be issued and also by a similar
mortgage, charge or lien to secure and guarantee, the performance by the Company or any other person or
company, of any obligation undertaken by the Company or by any other person or company as the case may
be.
Terms of issue of debentures or raising loan
Schedule 4, the pre-emptive rights set out in Articles 76 to 86, any debentures, debenture stock, loans/stock
or other securities may be issued at a discount premium or otherwise-and the moneys borrowed otherwise
may be borrowed on condition that they or any part of them shall be convertible into share of any
denomination and with any privilege and conditions as to redemption, surrender drawing, repayment,
allotment of shares, attending (but not voting) at general meetings, appointment of Directors and otherwise.
116. Debentures with the right .to conversion into or allotment of shares shall be issued only with the consent of
the Company in General Meeting.
Mortgage of uncalled capital
117. If any uncalled capital of the Company is included in or charged by way of mortgage or other security, the
Board may, subject to the provisions of Act and these Articles make calls on the members in respect of such
uncalled capital in trust for the person in whose favor such mortgage or security is executed. Provided that
power to make calls on shares shall not be given to any other person without the consent of the members in
General Meeting,
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MEETINGS OF MEMBERS
Annual General Meeting
118. The Company shall, in each year hold, in addition to any other meeting, a General Meeting as its Annual
General Meeting in accordance with the provisions of the Act and shall specify the meeting such in the
notice calling it.
119. Every Annual General Meeting shall be called for at a time during business hours, on a day that is not a
business holiday, and shall be held at the Registered Office of the Company or at some other place within
the city or town in which the Registered Office of the Company is for time being situated as the Board may
determine.
Voting at a Shareholders Meeting
120. Each member of the Promoter Group shall exercise his votes at any annual or extraordinary meeting of the
Shareholders (a “Shareholders Meeting”), and shall take all other actions necessary, including by way of
voting in the same manner as the Investors, to give effect to the provisions of the Shareholders Agreement
and the other Transaction Documents and to maintain the inclusion in the Charter Documents of the rights
and obligations of the Shareholders included in the Shareholders Agreement and the other Transaction
Documents.
121. The Investors shall be entitled to vote at each meeting of the holders of Equity Shares of the Company to the
extent of such proportion of the total voting rights, as the Investors would have been entitled assuming full
conversion of all the Subscription CCPS, along with the Purchase Shares and any other Equity Shares held
by the Investors. Such right shall be construed inter alia as a voting arrangement amongst the Promoter
Group and the Investors; and, if required by the Investors, each member of the Promoter Group shall
provide proxy(ies) to the Investors to enable the Investors to exercise such proportion of the votes as would
provide the Investors the right to exercise (in any meeting of the holders of Equity Shares of the Company)
such voting rights as the Investors would have been able to exercise had all the Subscription CCPS been
converted into Equity Shares of the Company.
Decision on Affirmative Vote Items
122. Subject to any additional requirements imposed by the Act and notwithstanding anything contained in the
Articles and the Shareholders Agreement, during the Term of the Agreement, the Company and each
member of the Promoter Group agree that neither the Company nor any Shareholder, Director, officer,
committee, committee member, employee, agent or any of their respective delegates shall, without the
affirmative written consent or approval of the Investors obtained at a validly convened Shareholders
Meeting, take any of the actions in relation to any Affirmative Vote Items at a Shareholders Meeting.
123. It is hereby clarified that if an Affirmative Vote Item is considered for the approval of the Board, and the
affirmative vote of the Investor Nominee Director has been obtained in respect of such Affirmative Vote
Item, then in such an event, if such Affirmative Vote Item is also referred to the Shareholders in any
Shareholders Meeting, no further affirmative vote of the Investors would be required for such Affirmative
Vote Item at an adjourned shareholders meeting in the event the Investors is not present at such adjourned
shareholders meeting.
Right to attend General Meeting
124. Subject to Articles 124 and 125, every member of the Company shall be entitled to attend either in person or
by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General
Meeting which he attends on any part of the business which concerns him as Auditor.
Extra-ordinary General Meeting
125. All General Meeting other than Annual General Meeting shall be called Extra-ordinary General Meeting.
Extra-ordinary General Meeting by Board and by requisition
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126. The Directors may, whenever they think fit, convene an extra-ordinary General Meeting and they shall on
requisition by the Members as provided under Section 100 of the Act, forthwith proceed to convene an
Extra-ordinary General Meeting of the Company. If at any time there are not within India sufficient
Directors capable of acting to from a quorum, any Director or any two members of the Company may
convene an extra-ordinary general meeting in the same manner as nearly as possible as that in which
General Meetings may be convened by the Directors.
Notice of Shareholders Meeting
127. A minimum clear 21 (twenty one) days prior written notice shall be given to all the Shareholders (including
to the Investors) of any Shareholders Meeting, accompanied by the agenda for such meeting (unless the
Investors shall have given written approval for a meeting called at shorter notice). The quorum for the
Shareholders Meeting shall be in accordance with the terms of Article 133 herein below.
Notice of business to be given
128. No General Meeting, Annual or Extra-ordinary, shall be competent to enter upon, discuss or transact any
business which has not been mentioned in the notice convening the meeting.
Quorum of Shareholders Meeting
129. Subject to the provisions of the Act. (i) 5 (Five) shareholders personally present if the number of members
as on the date of meeting is within 1,000 (One Thousand) (ii) 15 (fifteen) shareholders personally present if
the number of members as on the date of meeting is within 5,000 (Five Thousand) (iii) 30 (Thirty) members
personally present if the number of members as on the date of the meeting exceeds 5000 (Five
Thousand)shall constitute quorum for the purposes of Shareholders Meetings of the Company, which shall
include at least one (1) representative of the Investors (the “Investor Attendee”). In the event that the
requisite quorum is not present, the Shareholders Meeting shall be adjourned to the same day, place and
time of the following week, and the quorum requirements at such Shareholders Meeting shall be in
accordance with Applicable Law, provided that if at the adjourned meeting the Investor Attendee is not
present, no Affirmative Vote Matter shall be considered at such Shareholders Meeting.
130. Unless otherwise provided in the Act, the Articles of Association or the Shareholders Agreement (but
subject to Articles 126, 127, 202 and Schedule 4 below), at a duly called Shareholders Meeting with the
requisite quorum, all decisions shall only be approved if passed (subject to Applicable Laws) with the
affirmative vote of Shareholders present at the meeting and representing more than 50% (fifty percent) of
the Equity Shares held by all Shareholders present at the meeting, subject to the provisions of Article 125.
Without prejudice to the above, it is clarified that the Investors in their capacity as holders of Equity Shares
will also be entitled to vote in accordance with the rights provided to the Equity Shares.
If quorum not present meeting to be dissolved or adjourned
131. If within half- an- hour from the time appointed for holding a meeting of the Company, a quorum is not
present, the meeting if called by or upon the requisition of members, shall stand dissolved and in any other
case the meeting shall stand adjourned to the same day in the next week and if that day is a public holiday
until the next succeeding day which is not a public holiday, at the same time and place or to such other day
and at such other time and place as the Board may determine and notify. If at the adjourned meeting also
quorum is not present within half an hour from the time appointed for holding the meeting, the members
present shall be quorum and may transact the business for which the meeting was called.
Resolution passed at adjourned meeting
132. Where a resolution is passed at an adjourned meeting of the Company, the resolution shall for all purposes
be treated as having been passed on the date on which is was in fact passed and shall not be deemed to have
passed on any earlier date.
Chairman of General Meeting
133. The Chairman of the Board shall be entitled to take the chair at every Genera! Meeting, whether Annual or
Extra-ordinary.
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134. If there is no such Chairman or if any meeting he shall not be present within fifteen minutes after the time
appointed for holding such meeting or shall decline to take the chair any of the Directors present and willing
to take the chair be the Chairman for that meeting. If none of the Directors present is willing to take the
chair, the members present may elect one of their members to be the Chairman of the meeting,
Chairman may adjourn meeting with consent
135. The Chairman may, with the consent of any meeting at which quorum is present and shall, if so directed by
the meeting, adjourn the meeting from time to time and from place to place.
136. No business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.
137. When a meeting is adjourned for thirty days or more or change of day, time or place of meeting or by the
Board’s decision under Article 139 above, notice of the adjourned meeting shall be given not less than 3
days of the adjourned meeting.
138. Save as aforesaid it shall not be necessary to give any notice of an adjournment of or of business to be
transacted at any adjourned meeting.
Voting to be by show of hands in the first instance
139. At any General Meeting, a resolution put to the vote at the meeting shall unless a poll is demanded or the
voting is carried out electronically, be decided on a show of hands.
Chairman’s declaration of result of voting on show of hands
140. A declaration by the Chairman that in pursuance of voting on a show of hands, a resolution has or has not
been carried, either unanimously or by a particular majority, and any entry to that effect in the books
containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without
proof the number of proportion of votes in favour of or against such resolution.
Demand for poll
141. Before or on the declaration of the result of the voting on any resolution on show of hands a poll may be
ordered to be taken by him on demand made in that behalf by any member, or members present in person or
by proxy and holding shares in the Company.
i) Which confers a power to vote on the resolution not being less than one-tenth of the total voting
power in respect of the resolution, or
ii) On which an aggregate sum of not less than Five Lakhs rupees has been paid-up.
The demand for a poll may be withdrawn at any time by person or persons who made the demand.
Time for taking poll
142. A poll demanded on any question of adjournment or election of Chairman of the meeting shall be taken
forthwith
143. A poll demanded on any other matter not being related to the election of Chairman which is provided for in
Article 144 shall be taken at such time not being later than forty-eight hours from the time when the
demand was made and in such manner and place as the Chairman of the meeting may direct.
Scrutineers at poll and Chairman’s power to remove scrutineer
144. Where a poll is to be taken, the Chairman of the meeting shall appoint two Scrutinisers to scrutinize the
votes given on a poll and report thereon to him. One of the scrutinisers so appointed shall always be a
member (not being an officer or employee of the Company) present at the meeting provided that such a
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member is available and willing to be so appointed. The Chairman shall have power at any time before the
result of the poll is declared to remove a Scrutiniser from office and fill vacancies in the office of the
scrutiniser arising from such removal or any other cause.
Demand for poll not to be prevent transaction of other business
145. The demand for a poll except on the question of the election of the Chairman or an adjournment shall not
prevent the continuance of meeting for the transaction of any business other than the question on which the
poll has been demanded.
VOTING RIGHTS OF MEMBERS
Members paying money in advance not be entitled to vote in respect thereof
146. A member paying the whole or a part of the amount remaining unpaid on any shares held by him although
no part of that amount has been called up shall not be entitled to voting rights in respect of the moneys so
paid by him,
Restriction on exercise of voting rights of members who have not paid calls
147. No member shall exercise any voting rights in respect of any share registered in his name on which any calls
or other sums presently payable by him have not been paid or in regard to which the Company has exercised
any right of lien,
Votes of members of unsound mind
148. A Member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction
in lunacy, may vote whether on a show of hands or on a poll by his committee or other legal guardian and
any such committee or guardian may on a poll vote by proxy.
Votes of joint holders
149. If there be joint registered holders of any one of such persons may vote at any meeting personally or by
proxy, that one of the said persons so present whose name stands first or higher on the Register shall alone
be entitled to speak and to vote in respect of such shares, but the other or others of the joint holders shall be
entitled to be present at the meeting. Provided always that a person present at any meeting personally shall
be entitled to vote in preference to a person by proxy stands first or higher in the Register in respect of such
shares. Several executors or administrators of a deceased member in whose name shares stand shall, for the
purpose of these Articles, be deemed joint holders thereof.
Votes in respect of deceased or insolvent member
150. Any person entitled, under the provisions of the Articles governing transmission of shares, to transfer any
shares may vote at any General Meeting in respect thereof in the same manner as if he was the registered
holder of such shares, provided that atleast forty eight hours before the time of holding the meeting or the
adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Directors of his
right to transfer such shares and give such indemnity (if any) as the Directors may require unless the
Directors shall have previously admitted his right to vote at such meeting In respect thereof.
Voting In person or by proxy
151. Subject to the provision of these Articles and provisions set out in Article 125, a vote may be given either
personally or by proxy.
Right of member to use his votes different
152. On a poll taken at a meeting of the Company a member entitled to more than one vote or his proxy or other
person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same
way all the vote he uses.
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Appointment of proxy
153. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to
appoint another person (whether a member or not) as his proxy to attend and vote instead of himself
provided always that a proxy so appointed shall not have any right whatsoever to speak at the meeting.
Every notice convening a meeting of the Company shall state that a member entitled to attend and vote is
entitled to appoint one or more proxies.
Proxy either for specified meeting or for a period
154. An instrument of proxy may appoint a proxy either for the purposes of a particular meeting specified in the
instrument and adjournment thereof or it may appoint for the purpose of every meeting to be held before a
date specified in the instrument and every adjournment and any such meeting.
Proxy not to vote on show hands
155. No member present only by proxy shall be entitled to vote on a show of hands.
156. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is
signed or a notarial certified copy of that authority, shall be deposited at the office forty-eight hours before
the time for holding the meeting at which the person named in the instrument proposes to vote, and in
default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid
after the expiration of twelve months from the date of its execution.
Validity of votes given by proxy notwithstanding revocation of authority
157. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal, in the case of an individual member, or winding up in the case of
a corporate member, or revocation of the proxy or authority under which such proxy was signed or the
transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death,
insanity, winding up, revocation or transfer, as the case may be, shall have been received at the office before
the commencement of the meeting, or adjourned meeting at which the proxy is used.
Chairman of any meeting to be the Judge of validity of any vote
158. The Chairman of any meeting shall be the sole judge of every vote tendered at such meeting. The Chairman
present at the taking of the poll shall be sole judge of the validity of every vote tendered at such poll.
Custody of instruments appointing proxy
159. If any such instrument of appointment to be confined to the object of appointing a proxy for voting at the
meetings of the Company, it shall remain permanently or for such times as the Directors may determine, in
the custody of the Company. If embracing other objects, copy thereof verified with the original shall be
delivered to the Company to remain in the custody of the Company.
Member’s Circular Resolution
160. Subject to the provisions of the Act, A resolution in writing signed by all the members (or being
corporations, by their duly authorised representatives) for the time being entitled to receive notice of and to
attend and vote at General Meetings, shall be as valid and effective as if the same had been passed at a
General Meeting of the Company duly convened and held.
DIRECTORS
Authority of the Board
161. Subject to the provisions of the Shareholders Agreement, the Articles and the Act, the Board shall be
responsible for the management, supervision and direction of the Company.
Number of Directors
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162. Composition of the Board:
(i) The Parties agree that the Board shall comprise of 9 (nine) Directors. The Investors shall have
the right to collectively nominate and appoint 2 (two) Directors to the Board (“Investor
Nominee Directors”).
(ii) The Investor Nominee Directors shall be appointed as Directors on the Board. Any changes to
the size of the Board after Completion, other than changes pursuant to Article 166(i) to
Article 166(iii), shall be undertaken only on the mutual agreement of the Promoter
Representative and the Investors.The Promoters shall have the right to nominate up to 5 (five)
Directors to the Board of the Company (“Promoters Nominee Directors”).
(iii) At least 2 (two) independent directors appointed on the board of PIL shall be appointed as
independent directors to the Board of the company.
(iv) In addition, the Promoter Representative and the Investors shall jointly appoint such number
of Directors to the Board of the Company as may be mutually agreed by them.
(v) The Investors shall also have the right to appoint an observer (the “Investor Observer”) to
attend the Board meetings and all meetings of all committees and sub-committees of the
Board. However the Investor Observer shall not be entitled to a separate vote.
(vi) The Investor Nominee Directors shall have the right to be appointed as members to all
committees and sub-committees of the Board including any compensation committee of the
Company. However it is clarified that only 1 (one) Investor Nominee Director shall be
entitled to attend each meeting of the committee or sub-committee of the Board.
(vii) All Shareholders shall have all rights available to them to ensure the appointment and
removal of all Directors in the manner contemplated in the Articles.
First Directors
163. The following persons shall be the first Directors of the Company.
I. VENKATA NRUPENDER RAO JOGINAPALLY

II. ADITYA NARSING RAO
III. VIJAY CHANDRA PULJAL
Appointment of Alternate Director
164. The Investors and the Promoters shall be entitled to nominate alternate Directors to act in accordance with
the Act, and shall also have a right to withdraw the nominated alternate Director, and nominate another in
his/her place. The Shareholders shall take all such actions, including exercising their votes in relation to the
Company Securities controlled by them, as may be required to cause any alternate Director nominated
pursuant to this Article 168 to be duly elected or appointed.
Director's Power to Add to the Board
165. Subject to the provisions of Sections 152 and 161of the Act, the Board shall have power at any time and
from time to time appoint any other person to be an additional Director but so that the total number of
Directors shall not at any time exceed the maximum fixed under Article 166. Any such additional Director
shall hold office only up to the date of the next Annual General Meeting.
Removal and Replacement of Directors
166. No person other than the Investors shall be permitted to remove or replace at any time and for any reason the
Investor Nominee Directors or the Investor Observer.
167. No person other than the Promoter Representative shall be permitted to remove or replace at any time and
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for any reason the Promoters Nominee Directors.
168. The Investors or the Promoter Representative, as the case may be, may respectively require the removal of
any Investor Nominee Director or the Promoters Nominee Director, as the case may be, and nominate
another individual as its nominee Director in his/her place, and the other Shareholders shall exercise their
rights to ensure the removal and appointment as aforesaid. The Investors may require the removal of any
Investor Observer and nominate another individual as the Investor Observer in his/her place.
169. In the event of the resignation, retirement or vacation of office of any Director/observer nominated by a
Shareholder due to any other reason, the relevant Shareholder shall be entitled to appoint another person as a
nominee Director/observer in such place, and the other Shareholders shall exercise their rights to ensure the
appointment of the individual nominated for appointment as Director/observer as aforesaid.
170. In the event that an Investor Nominee Director retires by rotation in accordance with the provisions of the
Act, the Shareholders shall ensure and perform all acts including the exercise of the voting rights to ensure
that such Investor Nominee Director is reappointed to the Board. However the Promoters Nominee Director
shall not be required to retire by rotation.
Directors' Power to fill Casual Vacancies
171. Subject to the provisions of Sections 152 and 161 of the Act, the Board shall have power at any time to
appoint any other person to be a Director to fill a casual vacancy. Any person so appointed shall hold office
only up to the date to which the Director in whose place he is appointed would have held office if it had not
been vacated by him.
Share Qualification of Directors
172. No qualification shares are required to be held by any director.
Remuneration of Directors
173. Until otherwise determined by the Company in General Meeting, each Director other than the Managing
Director and whole time Director shall be entitled to receive out of the funds of the Company for his
services in attending Meetings of the Board or committees thereof, a fee up to such amount as may be
prescribed by the Central Government from time to time
174. Subject to the provisions of the Act, a Managing Director or Director in the whole time employment of the
Company may be paid remuneration either by way of a monthly payment or at a specified percentage of the
net profits of the Company or partly by one way and partly by the other.
Director may act notwithstanding any Vacancy
175. The continuing Director may act notwithstanding any vacancy in their body but if and so long as their
number is reduced below the minimum, the continuing Directors not being less than two may act for the
purpose of increasing the number of Director to that number, or of summoning a General meeting, but for no
other purpose.
Eligibility for Re-Election
176. A retiring Director shall be eligible for re-election and shall act as a Director throughout the meeting at
which he retired.
Directors' Access
177. Each Director shall be entitled to examine the books, accounts and records of the Company and shall have
free access, at all reasonable times and with 3 (three) days prior written notice, to any and all properties and
facilities of the Company. The Company shall provide such information relating to the business affairs and
financial position of the Company as any Director may require.
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MANAGING DIRECTOR / WHOLE-TIME DIRECTOR
Appointment of Managing Director and/or Whole-time Director by the Board
178. Subject to the provisions of the Act, and Articles the Board may appoint one or more of their body to be
Managing Director or whole time Director of the Company for such term not exceeding five years at a time
as they may think fit, to manage the affairs and business of the Company and may from time (subject to the
provisions of any contract between him or them and the Company) remove or dismiss him or them from
office and appoint another or other in his or their place or places.
The Board may while appointing a Whole-time Director other than the Managing Director designate
such Whole-time Director as Technical Director, Finance Director, Executive Director. Commercial
Director or such other designation as may be deemed appropriate taking into account, the specific
duties to be performed by the Whole-time Director concerned.
Provisions to which Managing and Whole-time Director(s) would be subject to
179. Subject to the provisions of the Act and these Articles, Managing Director or Whole-time Director shall not
while he continues to hold that office, be subject to retirement by rotation. He shall subject to the provisions
of any contract between him and the Company, be subject to the same provisions as to resignation and
removal as the other Directors of the Company and he shall ipso-facto and immediately cease to be
Managing Director or Whole-time Director, as the case may be if he ceases to hold the office of Director for
any reason.
Powers and duties of Managing and/or Whole-time Director(s)
180. Subject to the superintendence, control and direction of the Board, the day to day management of the
Company shall be in the hands of the Managing Director(s) and the Whole-time Director(s) appointed under
these Articles with power to the Board to distribute such day-to-day management functions among such
Managing or Whole-time Director/s in any manner as may be deemed fit by the Board and subject to the
provisions of the Act and these Articles, the Board may by Resolution, vest any such Managing or Whole-
time Director or Directors such of the power hereby vested in the Board generally as it thinks fit and such
power may be made exercisable for such restrictions as the Board may determine and the Board may,
subject to the provisions of the Act and these Articles, confer such power either collaterally with or to the
exclusion of or substitution for all or any of the powers of the Directors and may from time to time revoke,
withdraw, alter or vary all such powers.
181. Subject to the provisions of the Act and subject to the general control, superintendence and direction of the
Board, and further subject to Subject to the requirement of the affirmative vote of the Investors as set out in
Articles 126, 202 and Schedule 4, the Managing Director shall have power on behalf of the Company.
a. to make all sales and purchases and to enter into all contracts and agreements as he thinks proper for
the purpose of the Company, execute and sign all dividend warrants and all the documents,
instruments, declarations, statements, affidavits, application, receipts, releases, discharges and paper
on behalf of the Company and to do all other acts, deeds and things, as usually desirable or expedient
in the management of the affairs of the Company or otherwise for the purpose thereof, such manager,
officers, bankers, secretaries, brokers, exporter, engineers, contractors, assistant, clerks, labourers,
workmen, peons and other servants, persons or employees as he shall think proper with such power
and duties and upon such terms as to duration of employment, remuneration or otherwise as he shall
think fit and to engage or appoint advocates, legal advisers, chartered accountants, practicing
Company Secretaries or other professionals and technical persons on such terms as he considers
appropriate for the business affairs of the Company,
b. to borrow, make payments, receive and accept moneys and draw, accept, endorse and negotiate on
behalf of the Company all bills of exchange, promissory notes, hundies, cheques, drafts, government
promissory notes, loans or bonds or any other security, debentures, Railway Receipts, way bills,
consignment notes, lorry receipts, bills of lading and all other negotiable or transferable instruments;
and the receipts signed by the Managing Director for any moneys, goods or property payable to or
belonging to the Company shall be effectual for the moneys, goods or property which in such receipts
shall be acknowledged to be received and the person paying any such moneys etc., shall not be bound
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to see to the application or be answerable for any misapplication thereof.
c. to commence, institute, conduct, defend or abandon any action or legal proceedings by or against the
Company and shall have for such purpose power to sign and verify all plaints, written statements,
petitions, appeals, declarations, revisions and applications and shall have power to refer any claims by
or against the Company to arbitration and to perform, observe and challenge the awards.
Restrictions on powers of Managing Director
182. The Managing Director shall not exercise the Power:
a) to make calls on shareholders in respect of money unpaid on their shares in the Company, and
b) to issue debentures.
Except to the extent mentioned in the resolution passed at the Board Meeting under Section 179 of the
Act, the Managing Director shall also not exercise the powers to:
a) borrow moneys,
b) invest the funds of the Company, and
c) make loans.
Appointment of Secretary
183. The Directors may from time to time appoint a duly qualified person to be the Company Secretary of the
Company on such terms and conditions as they shall deem fit and may from time to time suspend, remove or
dismiss him/her from office and appoint another in his/her place.
184. Subject to the provisions of the Act, and these Articles, the Directors may delegate to the Secretary such
powers and entrust him/her with such duties as they may deem fit from time to time and revoke, cancel, alter
or modify the same, and in particular, entrust to him/her the performance of the functions which, by the Act,
are to be performed by the Secretary of a Company, and other administrative and ministerial duties.
185. The remuneration of the Secretary shall be such as may be determined by the Directors from time to time.
Appointment of Chief Financial Officer
186. The Directors may appoint Chief Financial Officer for such terms and conditions, at such remuneration as
the Directors deem fit and may time to time suspend, remove or dismiss him from office and appoint
another in his place by means of resolution of the Board.
Subject to the provisions of the Act, and these Articles, the Directors may delegate such powers and entrust
him/her with such duties as they deem fit from time to time and revoke, cancel, alter or modify the same,
and in particular, entrust to him/her the performance of the functions which, by the Act, are to be performed
by the Chief Financial Officer.
PROCEEDINGS OF THE BOARD OF DIRECTORS
Meeting of Directors
187. The Board will meet not less than once in 120 days, at Hyderabad, or Bangalore or at any current or future
plant locations of the Company. Provided that, in the event the Board proposes to meet or meets at any
location other than Hyderabad or Bangalore, the prior written approval of the Investor Nominee Directors
would be required.
188. The place of meetings of the Board shall be such as may be decided by Managing Director/WTD or the
Board from time to time keeping in view the convenience of the Directors in general.
189. The Board shall act in any Board meetings (a “Board Meeting”) in conformity with the specific terms and
provisions of the Shareholders Agreement and the Articles; it being acknowledged that the Transaction, and
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consequently the Shareholders Agreement, is in the best interests of the Company; and accordingly, the
Board shall cause the Company to comply with its obligations hereunder. The Parties shall accordingly
require Directors nominated by them to act in accordance with this Article 193.
Notice of Meetings
190. A meeting may be called by the Chairman of the Board or any one (1) other Director giving notice in
writing to the company secretary, or any other Person nominated in this regard by the Board, specifying the
date, time and agenda for such meeting. The company secretary (or such nominated person) shall upon
receipt of such notice give a copy of such notice to all Directors of such meeting, accompanied by a written
agenda specifying the business of such meeting and copies of all papers relevant for such meeting. The
Company shall ensure that sufficient information is included with such notice to the Directors to enable
each Director to make a decision on the issue in question at such meeting. Not less than a minimum of 15
(fifteen) days‟ prior written notice shall be given to each Director (including the Investor Nominee
Director) of any Board Meeting, accompanied by the agenda for the Board Meeting, unless the Investor
Nominee Director shall have given written approval for a meeting called at shorter notice. The quorum for
the Board Meeting shall be in accordance with Articles 195 to 197 herein above.
When meeting to be convened
195. A Managing Director may at any time and the Secretary upon the request of any two Directors made at any
time shall convene a meeting of the Board of Directors by giving a notice in writing to every Director for
the time being in India at his usual address in India. Notice may be given by telegram or telex or fax or by
electronic mode or other usual mode of communication to any Director in whose case the notice ordinary
post in not likely to reach at the address intimated by him in time to enable him to attend the proposed
meeting.
Quorum for a meeting of the Board
191. Subject to the terms set out in Articles 195 to 197 and the provisions of the Act, 3 (three) Directors would
constitute a quorum in Board Meetings of the Company, of which at least one (1) should be an Investor
Nominee Director. In the event the Investor Nominee Directors are unable to attend the scheduled Board
Meeting, any Investor Nominee Director shall provide a written request to the Company, at least 5 (five)
days prior to the date of the proposed Board Meeting, to postpone the Board Meeting (the “Postponement
Notice”), in which case such Board Meeting shall be postponed to the same place to next ensuing week on a
day which is a Business Day.
192. In the event the Investor Nominee Director provides the Postponement Notice and, thereafter, the Investor
Nominee Director is not present in such postponed Board Meeting, then the Board can proceed with the
Board Meeting and its agenda subject to there being a valid quorum as per the provisions of the Act.
However, if any matter to be discussed in such postponed Board Meeting includes an Affirmative Vote
Item, then the Board Meeting shall be adjourned to the same place and time 7 (seven) days later on a
Business Day to consider such Affirmative Vote Item. If at the adjourned meeting none of the Investor
Nominee Directors are present, the Directors present at such meeting shall be deemed to be the valid
quorum and the Board Meeting shall continue and proceed with the agenda, other than the consideration of
any Affirmative Vote Item. It is clarified that the Company or the Board shall not, in any circumstances,
take any decision in relation to any Affirmative Vote Item without the prior written consent of the Investors,
or, as the case may be, the affirmative vote of the Investor Nominee Director or a representative of the
Investors in a meeting of the Board or the Shareholders.
193. In the event that no Postponement Notice is received from the Investor Nominee Directors and if the matters
to be discussed do not include any Affirmative Vote Item, the Board Meeting shall continue and proceed
with its agenda. However, in the event the matter to be discussed includes an Affirmative Vote Item and
none of the Investor Nominee Directors are present, then the Board Meeting shall be adjourned to the same
place and time 7 (seven) Business Days later, on a Business Day, to consider such Affirmative Vote Item. If
at the adjourned Board Meeting none of the Investor Nominee Directors are present, the Directors present at
such Board Meeting shall be deemed to constitute a valid quorum, and the Board Meeting shall continue and
proceed with any other agenda, other than the consideration of the Affirmative Vote Items(s).
Chairman
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194. The right to select and appoint the Chairman of the Board of the Company and the Company Subsidiary(ies)
shall be with the Promoter Representative. The Chairman of the Board or the chairman of the Company
Subsidiaries shall not have a casting vote in relation to any matter.
195. The Chairman shall preside over the meeting of the Board. If at any meeting the Chairman is not present
within fifteen minutes after the time appointed for holding the same, the Directors shall elect any one of
them to be the Chairman of such meeting.
Questions at the Board Meeting how to decide
196. At any Board Meeting, each Director may exercise one (1) vote. The matters shall be decided in the manner
set out in Articles 125, 126, 127, 134, 201, 202 and Schedule 4 herein below.
197. Unless otherwise provided in the Act, the Articles of Association or the Shareholders Agreement (but
subject to Articles 126, 127, 202 and Schedule 4), at a duly called Board Meeting, all decisions shall be
taken by a simple majority (the affirmative vote of greater than 50% (fifty percent) of the Directors present
at a meeting duly called and for which requisite quorum is present as required under the Articles and the
Shareholders Agreement and under the Act).
198. Subject to any additional requirements imposed by the Act and notwithstanding anything contained in the
Articles and in the Shareholders Agreement, during the Term of the Agreement, the Company, each member
of the Promoter Group and the Investors agree that neither the Company (through its Board or general body,
or otherwise) nor any Shareholder, Director, officer, committee, committee member, employee, agent or any
of their respective delegates shall, without the prior affirmative written consent or approval of at least one
(1) Investor, or one (1) Investor Nominee Director, obtained at a validly convened Board Meeting,
committee meeting or sub-committee meeting, or otherwise, take any of the actions set forth in Schedule 4
hereto (the “Affirmative Vote Items” or “Affirmative Vote Matters”)), in any manner whatsoever.
Notwithstanding anything to the contrary contained in the Articles and in the Shareholders Agreement, in
the event that it is proposed that any Affirmative Vote Item be decided in a Board Meeting, the Investors
shall be entitled to require that a Shareholders Meeting be convened for the purposes of deciding such
Affirmative Vote Item, and that such Affirmative Vote Item be decided at a Shareholders Meeting, in
accordance with the provisions of Article 126.
Powers exercisable at Board Meetings
199. A Meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or
any of its authorities, powers and discretions which by or under the Act or these Articles or the regulations
for the time being of the Company are vested in or exercisable by the Board generally.
Committees of Board
200. The Board may subject to the provisions of Section 179 and other relevant provisions of the Act and of these
Articles, appoint committees of the Board, and delegate any of the powers other than the powers to make
calls and to issue debentures to such committee or committees and may from time to time revoke and
discharge any such committees either wholly or in part and either as to the person or purposes, but every
committee so formed shall in exercise of the powers so delegated conform to any regulations that may from
time to time be imposed on it by the Board.
Meetings of a Committee how to be Governed
201. The meetings and proceedings of any such committee of the Board shall be governed by the provisions
herein contained for regulating meetings and proceedings of the Directors, so far as the same are applicable
thereto and are not superseded by any regulations made by the Board under the preceding Articles.
Hold Board Meetings through Video or Tele-conferencing.
202. The extent permitted under Applicable Laws, the Directors may participate in Board Meetings by telephone
or video conferencing or any other means of contemporaneous communication, provided each person taking
part in the meeting is able to hear each other person taking part and provided further that each Director must
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acknowledge his presence for the purpose of the meeting and any Director not doing so shall not be entitled
to speak or vote at the meeting. The Director(s) shall be counted for the quorum of the meeting.
203. The Directors intimate his/her intention to participate through video conferencing or other audio visual
means, he/she shall give prior intimation in 7 days advance to the Chairman or Company Secretary or other
authorized person for making duitable arrangements in this behalf.
204. The directors, who desire, to participate may intimate his/her intention of participation through the
electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar
year and the Directors will attend at least 2 (two) Board Meeting in person.
205. The Company should record proceedings, store for safekeeping and marking the tape recording(s) or other
electronic recording mechanism as part of the records of the company and record in the minutes of the
meeting as prescribed in the provision of the Act.
206. The Act defines that some matters shall not be dealt with in any meeting held through video conferencing or
other audio visual means. i) the approval of the annual financial statements; ii) the approval of the Board’s
report; iii) the Audit Committee Meetings for consideration of accounts.
Circular resolutions
207. A written resolution circulated to all the Directors or members of committees of the Board, whether in
India or overseas and signed by a majority of them as approved, shall (subject to compliance with the
relevant requirements of the Act) be as valid and effective as a resolution duly passed at a meeting of the
Board or committee of the Board, called and held in accordance with the Shareholders Agreement and the
Articles (provided that it has been circulated in draft form, together with the relevant papers, if any to all
the Directors); provided however that if the resolution proposed to be passed by circulation pertains to any
of the Affirmative Vote Items, such circular resolution shall be valid and effective only if it has received
the consent in writing of at least one (1) Investor Nominee Director.
Expenses
208. The reasonable costs of attendance of the Investor Nominee Directors/representatives at Board and
Shareholders Meetings (including costs of airfare, hotel accommodation and local transportation) shall be
borne by the Company.
Acts of the Board or committee valid notwithstanding defect in appointment
209. All acts done by any meeting of the Board or by a Committee of the Board or by any person acting as
Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the
appointment of one or more of such Directors or any person acting as aforesaid or that they or any of them
were disqualified or that the appointment of any of them was terminated by virtue of any provisions
contained in the Act or in these Articles, be as valid as if every such person had been duly appointed and
was qualified to be a Directors. Provided nothing in this Article shall be deemed to give validity to acts done
by a Director after his appointment has been shown to the Company to be invalid or to have been
terminated.
The seal its custody and use
210. The Broad shall provide a Common seal for the purpose of the Company and shall have power from time to
time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for the safe
custody of the Seal for the time being under such regulations as the Board may prescribe.
211. The seal shall not be affixed to any instrument without the authority of the Board or a Committee of the
Board except by the authority previously given. It shall be affixed in the presence of one Director of the
Company and counter signed by the Secretary or any other Officer/Person specifically authorised in this
behalf who shall sign every instrument to which the Seal is affixed.
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RIGHTS OF INVESTORS IN RELATION TO SUBSIDIARY COMPANIES
212. Each member of the Promoter Group and the Company agree and undertake that within six (6) months from
the Effective Date (“Agreed Period”), without material cost to the Company, (i) all of the securities of the
Current Subsidiary held by the Company shall be transferred to another Person (“Proposed Purchaser”); and
(ii) the Current Subsidiary will cease being a Company Subsidiary; cease using the words “Pennar” in its
name and change its name to such name as may be approved by the Investors. The members of the Promoter
Group and the Company further agree and undertake that post such transfer to the Proposed Purchaser, the
Proposed Purchaser and the Company Subsidiary shall not:
(i) carry on, own, manage, operate, join, assist, have an interest or control in any business/business
entity which is a Competitor,
(ii) engage in or conduct or carry on any Competing Business; or
(iii) on their own account or as an agent of any Person canvass or solicit for any Competing Business;
or
(iv) solicit any customer, distributor, supplier, dealer or agent for the purpose of any Competing
Business; or
(v) solicit, canvass or entice away any employee who is employed in a managerial, professorial,
supervisory, technical, sales or administrative capacity in the Company.
213. The Shareholders shall ensure that in relation to any present or future Company Subsidiary, all of the rights
of the Investors which are contained in the Articles and the Shareholders Agreement, and all management
principles set out in the Articles and the Shareholders Agreement, shall, if required by the Investors, and
subject to the provisions of applicable Law, be continuously made applicable to each of the Company
Subsidiaries. Without prejudice to the generality of the preceding sentence, the Parties agree that, at the
option of the Investors, the board of directors of each Company Subsidiary shall be appointed by the
Company and shall be of the same size as the Board provided that, with the prior written consent of the
Investors, the size of the Board may be different from other subsidiaries, and shall include directors
nominated by the Investors if required by the Investors; and further, that any decision in relation to the
subject matter of the Affirmative Vote Items, as such items would apply in relation to each Company
Subsidiary, shall require the affirmative vote of the Investors, whether at the board meeting or shareholders
meeting of such Company Subsidiary, or otherwise. The Parties agree that the quorum, voting and board
composition arrangements and other procedures with respect to the boards of directors of each Company
Subsidiary as set out in the Articles and the Shareholders Agreement, as well as other voting, management
and corporate governance matters shall also be available to the Investors in relation to each Company
Subsidiary. Subject to the aforesaid and subject to the provisions of the Act, at the option of the Investors, it
may be provided that there shall be at least 2 (two) representatives of the Company required for the purposes
of formation of quorum at each board meeting and shareholders meeting of any Company Subsidiary, of
which 1 (one) representative shall be a person nominated by the Investors. The Shareholders and the
Company hereby undertake to take all necessary actions to ensure that all the Company Subsidiaries comply
with the provisions of the Articles and the Shareholders Agreement. All rights mentioned in this Article 214
shall form part of the memorandum and articles of association or other charter documents of such Company
Subsidiary and such provisions shall continue to form part of such documents as long as the Investors are a
Shareholder, or a shareholder of any Company Subsidiary.
PROMOTER REPRESENTATIVE COVENANTS AND NON-COMPETE
214. Promoter Representative: Notwithstanding anything to the contrary contained in the Articles and the
Shareholders Agreement, each member of the Promoter Group shall, from time to time, authorise a person
to inter alia, send and receive notices for the purpose of sending and receiving notice required to be provided
or received by the members of the Promoter Group by executing the power of attorney set out in the
Shareholders Agreement. If the Promoter Group wishes to replace the Promoter Representative, then it shall
provide to each of the Investors a written notice informing them of such nomination. On the Effective Date
the members of the Promoter Group shall nominate Mr. Nrupender Rao as the first Promoter Representative
by executing the said power of attorney and constituting him as their duly authorised attorney.
215. Mr. Nrupender Rao and Mr. Aditya Rao shall devote significant and sufficient time to the management and
operations of the Company (which shall not in any event be less that the time currently being devoted by
Mr. Nrupender Rao and Mr. Aditya Rao to the Company) and shall not take any other management
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responsibility outside of the Company, save and except their responsibilities with respect to PIL, without
prior approval of the Investors.
216. Each member of the Promoter Group shall, on and from the date hereof, give up, part with, cease and refrain
from directly or indirectly carrying on any Competing Business.
217. No member of the Promoter Group shall, directly or indirectly, either by himself or in association with or
through any Person, in any manner whatsoever:
(a) carry on, own, manage, operate, join, assist, have an interest or control in any business/business entity
which directly or indirectly competes with the Business, other than through the Company; or
(b) engage in or conduct or carry on any Competing Business; or
(c) on his own account or as an agent of any Person canvass or solicit for any Competing Business; or
(d) solicit any customer, distributor, supplier, dealer or agent for the purpose of any Competing Business;
or
(e) solicit, canvass or entice away any employee who is employed in a managerial, professorial,
supervisory, technical, sales or administrative capacity in the Company.
218. Each member of the Promoter Group hereby agrees and confirms that any breach of the obligations set out
under Articles 216 to 220 shall be deemed to be a material breach of the obligations of the members of the
Promoter Group under the Articles and the Shareholders Agreement.
219. The obligations of the members of the Promoter Group under Articles 216 to 220 will continue until the Fall
Away Threshold Date.
IPO, EXIT AND BUYBACK
220. The Promoters shall provide, or shall cause the Company to provide, a suitable exit to the Investors in the
manner prescribed below.
221. Within a period of 4 (four) years from the Completion Date, the Promoters shall cause a Qualified IPO of
the Company to be consummated (“Investor Liquidity Event”). A “Qualified IPO” shall mean an
underwritten public offering (i) pursuant to which Equity Shares are listed on the Bombay Stock Exchange
and/or the National Stock Exchange or any other stock exchange approved by the Investors; and (ii) with a
minimum market capitalization (immediately post-listing, based on the floor price of the price band for the
public offering) of Rs. 7,500,000,000 (Rupees seven billion and five hundred million), with a float of at least
Rs. 2,500,000,000 (Rupees two billion and five hundred million). It is clarified that (i) in case of an IPO
other than a Qualified IPO, an affirmative vote of the Investors shall be required; and (ii) the approval of the
Board shall not be required where the Investors are voluntarily converting the Subscription CCPS. The
Investors shall have the right (but not the obligation) to require an offer for sale of any or all of the
Company Securities held by them, along with or as a part of the Company Securities being offered pursuant
to the Qualified IPO.
222. In the event that a Qualified IPO is not consummated within a period of 4 (four) years from the Completion
Date, then the Investors shall be entitled to exercise any or all of the following rights:
(a) to require the Promoters, jointly and severally to purchase, or to cause the purchase of, or to cause the
Company to buyback (in one or more tranches), the Investor Securities, during the 6 (six) month
period beginning on the 4 (four) year anniversary of the Completion Date (“Buyback Period”). The
price at which each Investor Security shall be purchased or bought back at shall be the higher of the
Fair Market Value or the acquisition price of such Investor Security (“Buyback Price”). The buyback
right shall be exercised by way of a written notice from the Investors, addressed to the Company and
the Promoters (“Buyback Notice”), and in the event that the Company is itself buying back the
Investor Securities, each member of the Promoter Group hereby agrees to renounce any buyback of
their Company Securities for the purposes of such buyback, until the Investor Securities are bought
back in full. To effectuate the said buyback, the Promoters agree to subscribe Equity Securities of
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such class and to such extent necessary, at a value not lesser than the Buyback Price, the proceeds of
which may be utilised for the aforesaid buyback; and/or
(b) to require the members of the Promoter Group to Transfer (and to cause any of their Affiliates that
hold Company Securities to Transfer) all or part of the Company Securities held by the members of
the Promoter Group and their Affiliates to any Person(s) notified by the Investors (“Drag
Transferee”) for a price agreed between the Investors and the Drag Transferee along with a Transfer
of the Investor Securities to the Drag Transferee (“Drag Along Right”). The Drag Along Right shall
be exercised by the Investors by issuing a written notice to the Promoter Representative indicating the
name of the Drag Transferee, the amount of Company Securities to be transferred to the Drag
Transferee (“Drag Shares”) and other terms agreed between the Drag Transferee and the Investors
(“Drag Notice”). Within 30 (thirty) days of the receipt of the Drag Notice, the Persons forming part of
the Promoter Group shall Transfer (and if applicable, cause their Affiliates to Transfer), the Drag
Shares to the Drag Transferee, provided that this period may be extended by the Investors if any
Approvals are required for such Transfer. Provided further that, subject to the provisions of Article 71,
the Promoter Group can only be dragged on terms that are no less beneficial that those set out in the
Drag Notice.
(c) Provided that, prior to the Investors exercising their right under Article 223(b) hereinabove, the
Investors shall first grant an opportunity to the Promoters to purchase the Investor Securities, by
issuing a notice to the Promoter Representative (“Investor Offer Notice”). Within 30 (thirty)
Business Days of receipt of the Investor Offer Notice, the Promoters shall have the right to offer to
purchase all (but not less than all) of the Investor Securities by causing the Promoter Representative to
issue a notice in writing to the Investors (“Promoter Notice”) setting out the (i) name and details of
the member(s) of the Promoter Group or their Affiliates that would be purchasing the Investor
Securities (“Proposed Purchaser”) (and the proportion thereto) and (ii) the price offered by the
Proposed Purchaser for each Investor Security (“Offered Price”). The Investors may, at their sole
discretion choose to accept the terms of the Investor Offer Notice by issuing an acceptance notice to
the Promoter Representative (“Offer Acceptance Notice”), within 30 (thirty) Business Days from the
date of issue of the Promoter Notice. Within 30 (thirty) Business Days from issuance of the Offer
Acceptance Notice (“Agreed Period”), the Proposed Purchaser shall purchase the Investor Securities
at the Offered Price in the proportion set out in the Promoter Notice. If for any reason, the Proposed
Purchaser does not complete the purchase of the Investor Securities within the Agreed Period, the
Investor shall forthwith be entitled to exercise their rights under Article 223(b) hereinabove. If the
Investors choose not to accept the terms of the Investor Offer Notice, the Investors shall forthwith be
entitled to exercise their rights under Article 223(b) hereinabove, at a price per Company security that
is higher than the Offered Price.
223. The members of the Promoter Group shall undertake the following by the Effective Date:
(a) The members of the Promoter Group (other than PIL, Mr. P.V. Rao and Mrs. Usha Ramani) shall
place all the Company Securities held by them as of the Effective Date (representing 9.37% (nine
point three seven percent) of the share capital of the Company, on a Fully Diluted Basis) held by them
in escrow in accordance with the terms of the Escrow Agreement;
(b) At all times hereafter, no member of the Promoter Group shall do any act, deed or thing that would
result in termination of the Escrow Agreement, and each member of the Promoter Group shall ensure
that all the Company Securities held by him or it are held in escrow in accordance with the Escrow
Agreement until released hereunder and in accordance with the terms of the Escrow Agreement;
(c) At the time of creation of the above escrow and at all times thereafter, the Promoter Group shall
provide all such documents (including resolutions approving the transfer and powers of attorney
authorising the Escrow Agent to make the transfer) so as to enable Zephyr India to effect a sale of
Company Securities that is in accordance with the provisions of the Articles and the Shareholders
Agreement;
(d) Zephyr India shall bear all costs relating to the creation and operation of the escrow, including making
the necessary payments to the Escrow Agent; and
(e) Without prejudice to the obligation of the members of the Promoter Group to comply with Article
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223(b), Zephyr India shall be entitled to direct the escrow agent to transfer the Company Securities
held in escrow in the manner provided in the Escrow Agreement, pursuant to any exercise of the Drag
Along Right.
224. The obligation of the Company and the members of the Promoter Group to undertake necessary actions to
fulfill their obligations under Articles 221 to 225 shall not cease on account of the simultaneous exercise of
more than one applicable right by the Investors, as available to them under the Shareholders Agreement and
Applicable Laws.
COVENANTS OF THE COMPANY AND THE PROMOTER GROUP
225. The Company and the members of the Promoter Group hereby undertake and covenant to the Investors as
follows:
Visitation and Inspection Rights
226. The Company shall and the Promoters shall cause the Company to allow the Investors and its
Representatives the right during normal business hours to inspect books and accounting records of the
Company, to make extracts and copies therefrom at its own expense and to have full access to all of the
property and assets of the Company, subject to the Investors giving prior notice to the Company of the same.
Books and Records
227. The Company shall, and the Promoters shall cause the Company to, keep proper, complete and accurate
books of account in rupees in accordance with Indian accounting standards (Indian GAAP).
Information and Reports
228. The Company shall, and the Promoters shall cause the Company to, provide to the Investors so long as the
Investors hold any shares in the Company, the following information and reports:
(i) Annual audited financial statements within 90 (ninety) days from the end of financial year of the
Company;
(ii) unaudited internally prepared monthly and quarterly financial statements (profit and loss statement
and balance sheet), including monthly and year-to- date cash flow statements, within 30 (thirty) days
after the end of each month and 45 (forty five) days after the end of each quarter,
(iii) monthly reports on Key Performance Indicators identified by the Investors (including labor,
environmental and social metrics reasonably requested by the Investors)within 30 (thirty) days after
the end of each month a descriptive narrative of the results in the above mentioned financial
statements including a comparison between the actual, projected and comparable figures for the prior
period;
(iv) the proposed annual Business Plan, which shall be provided to the Board and the Investors for their
approval at least 30 (thirty) Business Days prior to the period to which such Business Plan relates;
(v) monthly reports against the current approved Business Plan, showing budgeted, actual and forecast
monthly results and comparison against the same for the prior year;
(vi) a quarterly report and certificate, within 15 (fifteen) Business Days from the completion of such each
quarter, certifying compliance with (a) Anti-Bribery Laws; (b) the provisions of the Shareholders
Agreement; and (c) any conditions subsequent to the investment of the Investors, as specified in any
of the Transaction Documents;
(vii) all material communication (written or otherwise) exchanged between the Company and its auditors
or any governmental agency;
(viii) prior intimation of all information relating to: (i) any other significant business and operational
decisions, (ii) entering into any contracts or leases involving revenues or expenses in excess of the
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higher of Rs. 100,000,000 (Rupees one hundred million) or 3% (three percent) of the revenues of the
previous Financial Year;
(ix) all such other information as the Investors or the Investor Nominee Directors may require within 15
(fifteen) days of the date of such request.
Director’s and Officers Insurance
229. The Company will procure Director’s and Officers insurance for all Directors, and such other officers of the
Company as determined by the Board for a minimum coverage of USD 2,000,000 (United States Dollars
two million). The Company shall also procure suitable key person insurance for the Directors and officers,
for an amount which is satisfactory to the Investors and agreeable to the Board of Directors, subject to the
Company incurring a reasonable cost for procuring and maintaining such insurance policy(ies). The Board
of the Company shall adopt a resolution acknowledging that Investor Nominee is not responsible for the day
to day management of the Company and is not a part of the operations of the Company.
Intellectual Property Protection and Proprietary Information
230. The Company shall promptly take all steps to protect its Intellectual Property Rights of whatsoever nature,
including without limitation registering all its trademarks, brand names and copyrights. The Company and
the Promoters shall cause the employees, officers and the Directors of the Company to enter into such
agreements or undertakings from time to time for protecting its Intellectual Property Rights, as may be
reasonably requested by the Investors, within such time period as may be requested by the Investors and in
any event no later than 60 (sixty) days from the request by the Investors.
Related Party Transactions
231. Without prejudice to the provisions of Articles 126, 127, 202 and Schedule 4, the members of the Promoter
Group and the Company hereby agree and undertake that all agreements and arrangements with the
Company and any of the Related Parties shall be entered into on terms no less favourable to the Company
than could be obtained on an arms length basis and subject to the provision of the Act and other provisions
of the Articles and the Shareholders Agreement.
Promoter Status
232. The Company and the Promoter Group undertake and agree that the Investors and their respective Affiliates
shall not be named or deemed or designated as a promoter of the Company in the prospectus or any other
documents related to a public offer or otherwise, nor shall any declaration or statement be made to this
effect either directly or indirectly in filings with any Governmental Authorities or offer documents or
otherwise. Further the Investors and their Affiliates shall not be required to offer or make available their
shares or warrants in the Company for the purposes of any mandatory lock-in as applicable to “promoter‟
under the ICDR in respect of a public offer or otherwise.
233. The Promoter Group and the Company hereby agree and undertake that there shall be no obligation
whatsoever on the Investors and/or their Affiliates to provide any debt or other form of financial assistance
to the Company or the Company Subsidiaries or to provide any guarantees in relation to any debt or
financial assistance to be obtained by the Company or its Subsidiaries from any other Person.
Future Funding
234. The Company and the members of the Promoter Group agree that if any rights are granted by the Company
to any future investors which are more favourable than the rights granted to the Investors under the
Shareholders Agreement and/or the other Transaction Documents, such rights shall also be made available
to the Investors and/or to the investment made by the Investors to the extent they are relevant. For this
purpose, the Company and the Promoter Group shall provide the Investors with such information as may be
required to enable the Investors to take a decision on the matter.
Subsidiaries
235. The Company and the Promoter Group hereby agree and covenant that for the purposes of all Applicable
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Laws, the Company and members of the Promoter Group have no objection to the Investors, their Affiliates,
or any person belonging to the group of the Investors, investing in any business or company in the same or
similar field as that of the business of the Company and the Company Subsidiaries, including any business
or company deemed to be related to the current businesses. The Company and the members of the Promoter
Group hereby covenant that they shall, if required by the Investors, themselves execute, and procure from
each of the Company Subsidiaries, a no objection certificate to this effect in a form acceptable to the
Investors.
Corporate Opportunities
236. The Promoters shall, and shall cause their Affiliates to, refer to the Company and not to any other Person all
business and investment opportunities that become available to any of them that fall within the scope of the
Business or that are otherwise suitable for the Company. The Promoters undertake that their efforts in the
Business will only be on behalf of the Company.
237. Environmental: The Company undertakes to the Investors to comply with the following:
(a) Comply, and procure that each Company Subsidiary complies, with all applicable laws which set
standards concerning environmental, social, labor, health and safety, or impose liability for the breach
thereof, as well as International Finance Corporation’s Performance Standards on Social and
Environmental Sustainability Nos. 1-8, copies of which are available on the IFC website at
http://www.ifc.org (the “Applicable Standards”).
(b) Within 3 (three) days after its occurrence, notify the Investors of any social, labor, health and safety,
security or environmental incident, accident or circumstance having, or which could reasonably be
expected to have, any material adverse social and/or environmental impact, specifying in each case the
nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise
therefrom, and the measures the Company or a Company Subsidiary is taking, or plans to take, to
address them and to prevent any future similar event.
(c) provide, either in accordance with Article 229 or separately, periodic reports providing such data
relating to the Company’s and the Company Subsidiaries’ operations with respect to environmental,
social, labor, health and safety matters as the Investors may request from time to time, including
compliance with the provisions of this Article 238.
(d) Implement the following action plan: develop and implement an environmental and social management
system (or upgrade an existing environmental and social management system) to comply with the
Applicable Standards. Such management system will seek to ensure that all future projects including
acquisition, expansions and greenfield developments comply with the Applicable Standards, and will be
appropriate to the operations of the Company and the environmental and social risks associated with the
activities the Company undertakes. Such management system will also define clearly the organization
structure responsible for (x) assessing environmental and health and safety risks, (y) managing and
mitigating the risks and their impacts, and (z) monitoring the operation of the system and reporting to
the Investors on its operation. Notwithstanding the 6 (six) month period provided for above, with
respect to the possible acquisition by the Company of a manufacturing facility in Gujarat, the Company
will assess the environmental and social risks and impacts in accordance with the Applicable Standards,
and acquisition of the facility will be subject to the consent of the Investors. Achieve full compliance,
within 3 (three) months after the Completion Date, with all conditions laid out in the Consent to
Operate (“CTO”) and all letters referred to in the CTO issued by the State Pollution Control Board.
i. within 6 (six) months of the Completion Date, ensure that all contracted workers including the
security personnel are sourced from legally compliant and licensed contractors who are approved
for providing the type of workers.
ii. within 6 (six) months of the Completion Date, ensure that (x) all workers and contractors‟
workforce are issued identity cards, (y), security reference checks are completed by contractors for
all their workers, and (z) copies of the security checks are provided to the Company.
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DEFAULT AND CONSEQUENCES OF DEFAULT
238. The following events shall constitute an event of default (the “Events of Default”):
(a) Breach or failure by any Party to observe or comply with any term, covenant or obligation contained in
the Shareholders Agreement or in any other Transaction Documents, which breach or failure, if capable
of cure or remedy, has not been cured or remedied within 30 (thirty) days of the receipt of written notice
of such breach or failure from the non-defaulting Party;
(b) Breach by any Party of any of the representations, warranties or covenants contained in the
Shareholders Agreement or the other Transaction Documents;
(c) Material breach by any Party of any Applicable Laws; and/or
(d) Bankruptcy, winding-up and/or liquidation or dissolution of a Party, and/or the Person in the Promoter
Group who, collectively, holds more than 5% (five percent) of the Equity Shares of the Company,
unless the relevant Person in the Promoter Group ceases to be a shareholder of the Company.
239. Notwithstanding any of the above, an Event of Default by the Investors would occur only in case of the
representations and warranties contained in Clauses 10.1 (a), (b) and (c) of the Shareholders Agreement
being untrue as of the Completion Date.
240. In the event that either Parties commit an Event of Default (“Defaulting Party”) and such Event of Default
cannot be or is not cured by the Defaulting Party, as the case may be, within 30 (thirty) days after being
notified in writing of the same by either or both Investors (“Non-Defaulting Party”) (“EoD Cure Period”),
then the Non Defaulting Party shall not be required to comply with its obligations under the Shareholders
Agreement thereafter; provided however, the Non-Defaulting Party shall continue to be entitled to all its
rights under the Shareholders Agreement, which shall remain unaffected, and the Defaulting Party shall
continue to be liable for all their obligations under the Shareholders Agreement and the other Transaction
Documents. If the Defaulting Party is the Company or a member of the Promoter Group, and the Event of
Default is not cured within the EoD Cure Period, the Non-Defaulting Party shall have the right to require the
Promoters, jointly and severally to purchase, or to cause the purchase of, or to cause the Company to
buyback (in one or more tranches), the Investor Securities, at price at which shall be the higher of (a) the
Fair Market Value (b) the Total Consideration, within a period of 45 (forty five) days from the completion
of the EoD Cure Period (“EoD Buyback Period”) and the Promoters shall purchase, or to cause the
purchase of, or to cause the Company to buyback (in one or more tranches), the Investor Securities, as may
be required by the Investors. In the event of a buyback, the Defaulting Party and all other Shareholders shall
renounce any buyback of their Company Securities for the purposes of such buyback, until the Company
Securities held by the Non-Defaulting Party are bought back in full.
241. In the event that the EoD Buyback has not been completed within the EoD Buyback Period, for any reason
whatsoever (including an inability to buyback any Company Securities as a result of any conditions imposed
by Applicable Law), the Non-Defaulting Party shall be entitled to also exercise such other remedies as
would be available to it under Article 223.
242. Notwithstanding the abovementioned provisions of this Article, the Non-Defaulting Party shall be entitled to
all the rights and remedies which are available to it under law, equity or otherwise in the event of occurrence
of an Event of Default. The rights specified in Articles 241 to 244 shall be in addition to and not in
substitution for any other remedies, including a claim for damages that may be available to the Non-
Defaulting Party.
243. Nothing contained herein shall affect the rights and obligations which have accrued prior to the expiry of the
EoD Cure Period.
FALL AWAY OF RIGHTS
244. Notwithstanding anything to the contrary contained herein (but subject however to Article 247 below), all
rights and obligations of the Investors (and/or their Affiliates) shall fall away and cease with immediate
effect upon the Fall Away Threshold Date, other than the rights contained in (i) Article 166(vi) (right to
appoint an Investor Observer) and (ii) Article 229 (Information and Reports) and all obligations of the
Promoters to the Investors under the Shareholders Agreement shall also fall away save and except the
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obligations under Article 166(vi) and Article 229. However, till the date the Investors and/or their Affiliates
continue to remain Shareholders, they will continue to enjoy all rights available to a shareholder under the
Act. Without prejudice to the generality of the foregoing, the Investors and/or their Affiliates shall not be
entitled to (i) right to appoint, or continue to nominate the Investor Nominee Directors, together with the
rights granted to such Investor Nominee Directors, (ii) right of prior consent over the Affirmative Vote
Items, (iii) exit rights under Articles 221 to 225, (iv) right of prior consent over Transfers by the Promoter
Group and the right to tag along in such Transfers, (v) right to require the Promoter Group to undertake a
lock-in of their Company Securities, and (vi) right to require the Promoter to continue to hold the Existing
Holding in accordance with Article 75.
245. Each Party shall, however, be bound by all obligations and liabilities arising out of any acts, deeds or things
done by such Party and/or their Affiliates prior to the Fall Away Threshold Date.
246. The Parties agree that notwithstanding anything contained in the Articles and in the Shareholders Agreement
(including Article 245 hereinabove), if the Investors and/or their Affiliates Transfer the Investor Securities
in accordance with the provisions of the Articles and the Shareholders Agreement, such transferee shall be
entitled to all rights of the Investors as set out in the Articles and the Shareholders Agreement (including
those expressly set out in Article 245 hereinabove); provided however that in the event the Investors
Transfer only part of the Investor Securities to a transferee along with the transfer of any rights under Article
166(i), Articles 126, 127, 202, Schedule 4 and 223(b), either such transferee alone, or the Investors and such
transferee collectively (but not solely the Investors) shall be entitled to exercise the rights under Article
166(i), Articles 126, 127, 202, Schedule 4 and 223(b) that are so transferred.
SHAREHOLDERS AGREEMENT
247. Subject to applicable laws, the Shareholders and the Company shall act in accordance with the provisions of
the Transaction documents including but not limited to the Shareholders Agreement. The incorporation of
provisions of from the Shareholders Agreement and the CCPS Subscription Agreement is on account of and
pursuant to inter se agreements entered into between the shareholders (including the Investors).
248. The Shareholders have agreed that to the extent that the Articles of Association are in conflict or are
inconsistent with the terms and conditions of the Transaction Documents including but not limited to the
Shareholders Agreement, the provisions of the Shareholders Agreement shall prevail and the Shareholders
shall take all such steps as are necessary to alter the Articles of Association as soon as is practicable so that
there is no such conflict or inconsistency. In the event that there is any conflict or inconsistency between
such provisions of these Articles as are incorporated herein pursuant to the Transaction Documents and any
other provisions of these Articles, the provisions incorporated pursuant to the Transaction Documents shall
prevail.
249. Subject to Applicable Laws, each Shareholder shall exercise its rights and powers as a shareholder in the
Company to give effect to the terms of the Transaction Documents including but not limited to the
Shareholders Agreement.
DIVIDENDS
Division of profits
250. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid in proportion to the amounts paid or credited as paid on the shares in respect
where of the dividend is paid but if and so long nothing is paid upon any of the shares in the Company,
dividends may be declared and paid according to the nominal amounts of the shares.
251. No amount paid or credited as paid on a shares in advance of calls shall be treated for the purpose of this
Article as paid on the share.
The Company in General Meeting may declare dividends
252. Subject to the affirmative vote right of the Investors set out in Articles 126, 202 and Schedule 4, the
Company in General Meeting may declare dividends to be paid to members according to the respective
rights and interests in the profits and may fix the time for payment.
447
Interim dividend
253. Subject to the affirmative vote right of the Investors set out in Articles 126, 202 and Schedule 4, the Board
of Directors may from time to time, pay to the members such interim dividends as in their judgment the
position of the Company Justifies.
Capital paid up in advance at interest to earn dividend
254. Where the capital is paid in advance of the calls upon the footing that the same shall carry interest, such
capital shall not whilst carrying interest confer a right to dividend or to participate in profits.
Dividends in proportion to amount paid-up
255. All dividends shall be apportioned and paid proportionately to the amounts paid and credited as paid on the
shares during any portion or portions of the period in respect of which the dividend is paid but if any share is
issued on terms providing that it shall rank for dividends from a particular date, such share shall be entitled
for dividend accordingly.
Effect of transfer of shares
256. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the
transfer.
Dividends etc. to joint holders
257. Any one of several persons who are registered as joint holders of any share may give effectual receipts for
all dividends or bonus and payments on account of dividends in respect of such share.
Dividend etc., how to be paid
258. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or
warrants payable only in India, or by a pay-slip or receipt having the force of a cheque or warrant, sent
through post direct to the registered address of the member or person entitled to the payment of the dividend
or in case of joint holders to the registered address of that one of the members who is first named one the
Register of Members in respect of the Joint holding or to such person and to such address as the holder or
the joint holder as aforesaid may in writing direct.
259. Every cheque or warrant shall be crossed and made payable to the order of the person to whom it is sent.
260. The Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt for dividend
lost in transmission or for dividend lost to the member or person entitled there to by forged endorsement of
any cheque or warrant or forged signature on any pay slip or receipt or the fraudulent recovery of the
dividend by any other means.
Unclaimed dividend not to be forfeited
261. No unclaimed dividend shall be forfeited by the Board and the Company shall comply with the provision of
Section 124 of the Act in respect of such dividend. No member to receive dividend whilst indebted to the
Company and the Company’s rights to reimbursement there out.
262. No member shall be entitled to receive payment of any interest or dividend or bonus in respect of his share
or shares, whilst any money may be due or owing from him to the Company in respect of such shares or
shares or otherwise howsoever, either alone or jointly with any other person or persons whether member or
members of the Company or not and the Board of Directors may deduct from the interest or dividend
payable to any member all such sums of money so due from him to the Company.
Notice of dividend
263. Notice of the declaration of any dividend, whether interim or otherwise, shall be given to the registered
448
holder of shares in the manner herein provided,
Unclaimed dividend
264. Dividend unclaimed until transferred to the unpaid dividend account of the Company as per Section 124 of
the Act, may be invested or otherwise used by the Board of Directors for the benefit of the Company until
claimed or so transferred.
Dividend and call together
265. Any General Meeting declaring a dividend may, on the recommendations of the Directors make a call on the
members of such amount as the meeting may fix but so that the call on each member shall not exceed the
dividend payable to him and so that the call be made payable at the same time as the dividend, and the
dividend may, if so arranged between the Company and the members be set off against the call. The making
of a call under this Article shall be deemed to be special business.
No interest on dividend
266. Except otherwise provided by the Act, unpaid dividend shall not bear interest as against the Company.
CAPITALISATION
Capitalisation of undistributed profits etc.
267. Subject to the affirmative vote right of the Investors set out in Articles 126, 202 and Schedule 4, the
Company in General Meeting may, upon the recommendations of the Board, resolve that any moneys,
investments or other assets forming part of the undistributed profits of the company standing to the credit of
any reserve account, or any capital redemption reserve account or in the hands of the company and available
for dividend or representing premium account be capitalised and distributed amongst such of the members
as would be entitled to receive the same by way of dividend and in the same proportion on the footing that
they become entitled there to as capital and that all or any part of such capitalised fund be applied on behalf
of such Members in paying up in full any un issued shares of the Company which shall be distributed
accordingly or in or towards payment of the uncalled liability on any issued shares or partly in one way and
partly in the other, and that such distribution or payment shall be accepted by such members in full
satisfaction of their interest in the said capitalised sum.
268. Subject to the affirmative vote right of the Investors set out in Articles 126, 202 and Schedule 4, a General
Meeting may resolve that any surplus moneys arising from the realization of any capital assets of the
company or any investments represent the same, or any other undistributed profits of the company not
subject to charge of income tax be distributed among the Members on the footing that they receive the same
as capital.
269. The Board shall, subject to the affirmative vote right of the Investors set out in Articles 126, 202 and
Schedule 4, give effect to the resolution passed as aforesaid and for that purpose the Board may settle any
difficulty which may arise in regard to the distribution as is thinks expedient and in particular may issue
fractional certificates and may fix the value for distribution of any specific assets and may determine that
such cash payments shall be made to any Members upon the footing of the value so fixed or that fraction of
less value than Rs. 10/- disregarded in order to adjust the rights of all parties, and may vest any such cash or
specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalised funds as
may seen expedient to the Board.
Fractional Certificates
270. Whenever such a resolution as aforesaid shall have been passed, the Board shall:-
a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby
and all allotments and issue of fully paid shares if any and
b) generally do all acts and things required to give effect thereto
271. The Board shall have full powers to make such provisions, by the issue of fractional certificates or by
449
payment in cash or otherwise as it thinks fit, in the case of shares becoming distributable in fractions and
272. to authorise any person to enter on behalf of all the members entitled hereto into an agreement with the
Company providing for the allotment to them respectively credited as fully paid up, of any further shares to
which they may be entitled upon such capitalization or (as the case may require) for the payment by the
Company on their behalf, by the application thereto of their respective proportions of the profits resolved to
capitalize the amounts or any part of the amount remaining unpaid on their existing shares.
273. Any agreement made under such authority shall be effective and binding on all such members.
274. That for the purpose of giving effect to any resolution, under the preceding clause of this Article, the
Directors may give such directions as may be necessary and settle any questions or difficulties that may
arise in regard to any issue including distribution of new equity shares and fractional certificates as they
think fit.
ACCOUNTS
Directors to keep true accounts
275. The Company shall keep at the Registered Office or at such other place or places in India as the Board
thinks fit, proper books of account in accordance with Section 128 of the Act with respect to:-
a) all sums of money received and expended by the Company and the matters in respect of which the
receipts and expenditure took place.
b) the assets and liabilities of the Company.
c) all sales and purchases of goods by the Company
d) proper cost records as may be prescribed by the Central Government from time to time.
276. Where the Board decides to keep all or any of the books of account at any place other than the Registered
Office of the Company, the Company shall within seven days of the decision file with Registrar a notice in
writing giving the full address of that other place. The books of account and other books and papers shall be
open to inspection by any Director using business hours and shall also be open to inspection by the Registrar
or by any officer of Government authorised by the Central Government in his behalf if in the opinion of the
Registrar or such officer sufficient cause exists for the inspection of the books of account.
Inspection of Accounts or Books by Members
277. The Board of Directors shall from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations the accounts and books of the Company or any of them
shall be open to the inspection of individual Directors and no Member shall have any right of inspecting any
accounts or books or documents of the Company except as conferred by law, or authorised by the Board of
Directors or by the Company in General Meeting.
Members bound by documents or notices served on or given to previous holders
278. Every person who by operation of law, transfer or other means whatsoever, becomes entitled to any shares,
shall be bound by every document or notice in respect of such share, which prior to his name and address
being entered on the Register of Members, shall have been duly served on or given to the person from whom
he derived his title to such share.
279. Printed copy of every Balance Sheet (including the Profit & Loss Account, the Auditor’s Report and every
other document required by Law to be annexed or attached, as the case may be, to the Balance Sheet) which
is to be laid before the Company’s annual General Meetings shall be made available for inspection at the
Registered Office of the Company during working hours for a period of clear 21 days before the date of the
meeting.
A statement containing the salient features of such documents in the prescribed form or the copies of the
450
documents aforesaid, as the Company may deem fit, will be sent to every member of the Company and to
every trustees for the holders of debentures issued by the Company, not less than clear 21 days before the
date of the meeting subject to the provisions of section 136 of the Act.
WINDING UP
Distribution of assets on winding up
280. The incorporation of

281. The incorporation of
282. Subject to the affirmative vote rights of the Investors set out in Articles, 126, 202 and Schedule 4 and the
Liquidation Preference of the Investors set out in Article 71, if the Company shall be wound up and the
assets available for distribution among the members as such shall be insufficient to repay the whole of the
paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the
members in proportion to the capital paid up or which ought to have been paid up at the commencement of
the winding up or on the shares held by them respectively.
a) If in winding up the assets available for distribution among the members shall be more than sufficient
to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be
distributed amongst the members in proportion to the capital at the commencement of the winding up
or which ought to have been paid up on the shares held by them respectively.
b) This article is to be without prejudice to the rights of the holders of shares issued upon special terms
and conditions.
Distribution specie or kind of assets on winding up
Schedule 4 and the Liquidation Preference of the Investors set out in Article 71, If the Company shall be
wound up, whether voluntarily or otherwise, the liquidators may, with the sanction of special resolution,
divide amongst the contributories in specie or in kind, any part of the assets of the Company and may, with
the like sanction, vest any part of the assets of the Company in Trustees upon such trusts for the benefit of
the contributories or any of them as the Liquidator, with the like sanction, shall think fit.
284. If thought expedient, any such division may, subject to the provisions of the Act, be otherwise than in
accordance with the legal rights of the contributors (except where fixed by the Memorandum of
Association) and in particular any class may be given preferential or special right or may be excluded
altogether or in part but in case the division is otherwise than in accordance with the legal right of the
contributories, any contributory who is prejudiced thereby shall have a right to dissent and have ancillary
rights as if such determination were a special resolution passed pursuant to Section 484 of the Act.
285. In case any share to be divided as aforesaid involve a liability to calls or otherwise any person entitled under
such division to any of the said shares may within ten days after the passing of the special resolution, by
notice in writing direct the Liquidators to sell his proportion and pay him the net proceeds and the
Liquidators shall, if practicable, act accordingly.
RECONSTRUCTION
Right of Shareholders in case of sale/reconstruction
Schedule 4 and the Liquidation Preference of the Investors set out in Article 71, on any sale of the
undertaking of the Company, the Board or the Liquidator on a winding-up may, if authorised by a Special
Resolution, accept fully paid or partly paid-up shares, debentures or securities of any other Company;
whether incorporated in India or not either then existing or to be formed for the purchase in whole or in part
of the property of the Company, and the Board (if the profits of the Company permit) or the Liquidators (in
a winding-up_ may distribute such shares or securities or any other property of the Company amongst the
members without realization, or vest the same in trustees for them, and any Special Resolution may provide
for the distribution or appropriation of the cash, shares or other securities, benefit or property, otherwise
than in accordance with the strict legal rights of the members or contributories of the Company, and for the
451
valuation of any such securities or property at such price and in such manner as the meeting may approve
and all holders of share shall be bound to accept and shall be bound by any valuation or distribution so
authorised, and waive all rights in relation thereto, save only in case the Company is proposed to be or is in
the course of being wound up, such statutory rights (if any) under Section 319 of the Act as are incapable of
being varied or excluded by these Articles.
INDEMNITY
Indemnity of Directors and others
287. Even Director, Manager, Secretary or Office of the Company or any person (whether an officer of the
Company or not) employed by the Company and any person appointed as Auditor shall be indemnified out
of the funds of the Company against all liability incurred by him as such Director, Manager, Secretary,
Officer, Employee or Auditor in defending any proceedings, whether civil or criminal, in which Judgment is
given in his favour or in which he acquitted or in connection with any application under Section 463 of the
Act in which relief is granted to him by the Court.
Directors etc. not responsible for acts of others
288. Subject to the provisions of the Act, no Director, Auditor or other Officer of the Company shall be liable for
the Acts, receipts, neglect or default of any other Director or officer or for joining in any receipts or other act
for conformity or for any loss or expenses happening to the Company through the insufficiency in any
security in or upon which any of the moneys of the Company Shall be invested or for any loss or damages
arising from the insolvency or tortuous act of any person, firm or company to or with whom any moneys,
securities or effects shall be entrusted or deposited or any loss occasioned by error of Judgment, omission,
default or oversight on his part or for any other loss, damage or misfortune whatsoever shall happen in
relation to execution of the duties of his office or in relation thereto unless the same shall happen by or
through his own willful act, neglect or default.
Members shall not be entitled to discovery, information etc.
289. Subject to the provisions of Articles 226 to 229, no member shall be entitled to require discovery of or any
information respecting any detail to the company’s business or any matter which may relate to the conduct
of the business of the Company and which in the opinion of the Directors it would be inexpedient in the
interest of the Company to disclose.
290. Subject to the provisions of Articles 226 to 229, no member or other person (not being a Director) shall be
entitled to visit or inspect any property or premises of the company without the permission of the Directors
or Managing Director or to require discovery of or any information respecting any detail of the company’s
trading or any matter which is or may be in the nature of a trade secret, mystery of trade, secret process, or
any other matter which may relate to the conduct of the business of the Company and which in the opinion
of the Director, it would be inexpedient in the interest of the Company to disclose.
Declaration of fidelity and secrecy
291. Subject to the provisions of Articles 226 to 229, no member shall be entitled to visit or inspect the
Company’s works without the permission of the Board or any officer authorised by the board in this behalf
to require discovery of or any information respecting any detail of the company’s trading or any matters
which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the
conduct of the business of the Company and which in the opinion of the Board, it will be inexpedient in the
interest of the members of the company to communicate to the public.
Disputes
292. In the event that there are any disputes between the Investor(s) on the one hand and the Company and/ or
any member(s) of the Promoter Group on the other hand, such disputes shall be resolved in accordance with
the dispute resolution mechanism set out in the Transaction Document.
452
SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed
material will be attached to the copy of the Red Herring Prospectus which will be delivered to the RoC for
registration. Copies of the abovementioned contracts and also the documents for inspection referred to hereunder,
may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from Bid/Issue
Opening Date until the Bid/Issue Closing Date.
1. Material Contracts for the Issue
(i) Issue Agreement dated March 27, 2015 between our Company, the Selling Shareholders and the BRLMs.
(ii) Registrar Agreement between our Company, the Selling Shareholders and the Registrar to the Issue dated
March 26, 2015.
(iii) Escrow Agreement dated [●] between our Company, the Selling Shareholders, the Registrar to the Issue,
the BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and the Refund Bank(s).
(iv) Share Escrow Agreements dated [●] between the Selling Shareholders, our Company and the Escrow
Agent.
(v) Syndicate Agreement dated [●] between our Company, the Selling Shareholders, the BRLMs, the
Syndicate Members and the Registrar to the Issue.
(vi) Underwriting Agreement dated [●] between our Company, the Selling Shareholders and the Underwriters.
2. Other material contracts in relation to our Company
(i) Share Subscription Agreement dated March 12, 2013 (“SSA”) between our Company, Zephyr Peacock
India Fund III Limited, Zephyr Peacock India III Fund, PIL, Aditya Narsing Rao, Joginapally Venkata
Nrupender Rao (HUF), Joginapally Venkata Nrupender Rao, Rajya Lakshmi Rao Joginpally, D. Sudeepta
Rao, Avanthi Rao, Potluri Venkateswara Rao and Usha Ramani Potluri.
(ii) Share Purchase Agreement dated March 12, 2013 (“SPA”) between our Company, Zephyr Peacock India
Fund III Limited, Zephyr Peacock India III Fund, Joginapally Venkata Nrupender Rao (HUF), J. Rajya
Lakshmi, Aditya Narsing Rao, Avanti Rao and D. Sudeepta Rao.
(iii) Shareholders’ Agreement dated March 12, 2013 (“SHA”) between our Company, Zephyr Peacock India
Fund III Limited, Zephyr Peacock India III Fund, PIL, Aditya Narsing Rao, Joginapally Venkata
Nrupender Rao (HUF), Nrupender Rao, Rajya Lakshmi Rao Joginpally, D. Sudeepta Rao, Avanthi Rao,
Potluri Venkateswara Rao and Usha Ramani Potluri.
(iv) Amendment letter dated March 19, 2013 to the SSA, SPA and SHA.
(v) Amendment letter dated September 10, 2013 to the SSA.
(vi) Amendment letter dated February 28, 2015 to the SSA.
(vii) Amendment to the SSA dated March 6, 2015.
(viii) Amendment to the SHA dated March 6, 2015.
(ix) Technical know-how license agreement dated March 3, 2009 between our Company and NCI Group, Inc.
(x) Non compete agreement dated February 4, 2015 between our Company, Promoter, Promoter Group and
our Group Company.
453
(xi) Tripartite agreement dated February 25, 2015 between our Company, NSDL and Registrar to the Issue.
(xii) Tripartite agreement dated March 12, 2015 between our Company, CDSL and Registrar to the Issue.
3. Material Documents
(i) Certified copies of the Memorandum and Articles of Association of our Company as amended from time
to time.
(ii) Certificate of incorporation dated January 17, 2008.
(iii) Certificate of commencement of business dated February 19, 2008.
(iv) Resolution of the Board of Directors dated November 11, 2014 approving the proposed Fresh Issue.
(v) Shareholders’ resolution dated March 16, 2015 passed at the general meeting under Section 62(1)(c) of
the Companies Act, 2013 approving the proposed Issue.
(vi) Resolution dated March 25, 2015 passed by the board of directors of Zephyr India Fund III Limited
approving the offer of 3,461,222 Equity Shares.
(vii) Resolution dated March 25, 2015 passed by the Board of Directors approving this Draft Red Herring
Prospectus.
(viii) Approval dated March 25, 2015 from Zephyr India III Fund, by way of resolution of board of directors of
ZP India Advisory Private Limited, its investment manager, approving the offer of 1,554,919 Equity
Shares.
(ix) Approval dated March 12, 2015 from Usha Ramani Potluri approving the offer of 200,000 Equity Shares.
(x) Approval dated March 11, 2015 from Vikram Chachra approving the offer of 200,000 Equity Shares.
(xi) Approval and resolution of board of directors of Eight Finance Private Limited dated March 11, 2015
approving the offer of 100,000 Equity Shares.
(xii) The examination report dated February 11, 2015 of the Statutory Auditor, on our Company’s Restated
Financial Statements for the years ended March 31, 2010, 2011, 2012, 2013, 2014 and for the eight
months period ended November 30, 2014, included in this Draft Red Herring Prospectus.
(xiii) The Statement of Tax Benefits dated March 26, 2015 from the Statutory Auditor on possible tax benefits
available to our Company and its shareholders, included in this Draft Red Herring Prospectus.
(xiv) Consent of the Directors, the BRLMs, the Syndicate Members, legal counsel to our Company as to Indian
Law, legal counsel to the BRLMs as to Indian Law, Registrar to the Issue, Escrow Collection Bank(s),
Bankers to the Issue, Bankers to our Company, Company Secretary and Compliance Officer as referred to
in their specific capacities.
(xv) Consent of the Statutory Auditor dated March 26, 2015 to include their name as experts in relation to their
reports on the Restated Financial Statements dated February 11, 2015 in the form and context in which
they appear in this Draft Red Herring Prospectus.
(xvi) Consent from CARE dated February 3, 2015 for disclosure of information from their report and consent
dated March 19, 2015 to include their name as experts in relation to their report titled “Pre-engineered
buildings industry” in the form and context in which it appears in this Draft Red Herring Prospectus.
(xvii) Consent from M/s Servel Associates, dated March 18, 2015, to include their name as an expert in relation
to their certificate on detailed status of our completed projects and total built-up area from January 2010
to March 2015.
454
(xviii) Due diligence certificate dated March 27, 2015 addressed to SEBI from the BRLMs.
(xix) Resolutions of the Shareholders for appointment and remuneration of our whole-time Director.
(xx) Agreement dated March 14, 2015 with our whole time Director, Potluri Venkateswara Rao.
(xxi) In principle listing approvals dated [●] and [●] issued by BSE and NSE respectively.
(xxii) Copies of annual reports of our Company for fiscal 2010, 2011, 2012, 2013 and 2014.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant
statutes.
455
DECLARATION
We hereby certify and declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013
and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the
Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of
India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made or
guidelines or regulations issued thereunder, as the case may be. We further certify that all statements in this
Draft Red Herring Prospectus are true and correct.
Signed by the Directors of our Company
JOGINAPALLY VENKATA NRUPENDER RAO POTLURI VENKATESWARA RAO

Chairman and non-executive Director Managing Director
ADITYA NARSING RAO MUKUL GULATI

Non-executive Director Non-executive nominee Director
MANISH MAHENDRA SABHARWAL KAMALAKER RAO BANDARI

Non-executive independent Director Non-executive independent Director
VARUN CHAWLA SITA VANKA

Non-executive independent Director Non-executive independent Director
Signed by the Chief Financial Officer Signed by the Compliance Officer and Company
Secretary
SHRIKANT BHAKKAD NAMRATA MAHESHWARI
Date: March 27, 2015
Place: Hyderabad
456
DECLARATION
The undersigned Selling Shareholder hereby certifies that all statements and undertakings made by the
undersigned Selling Shareholder in this Draft Red Herring Prospectus about or in relation to itself and the Equity
Shares being offered and sold by it in the Offer for Sale are true and correct, provided however, that the
undersigned Selling Shareholder assumes no responsibility for any of the statements made by the Company or
any other Selling Shareholder or any expert or any other person(s) in this Draft Red Herring Prospectus.
Signed by the Selling Shareholder
For Zephyr Peacock India Fund III Limited

Place: Mauritius
457
DECLARATION
For IL&FS Trust Company Limited

Trustees of Zephyr Peacock India Master Trust (Zephyr Peacock India III Fund)
Authorised Signatory

Place: Mumbai
458
DECLARATION
Usha Ramani Potluri, represented by Shrikant Bhakkad, authorised signatory, of Pennar Engineered
Building Systems Limited, holding power of attorney dated March 12, 2015.

Place: Hyderabad
459
DECLARATION
Vikram Chachra, represented by Shrikant Bhakkad, authorised signatory, of Pennar Engineered

Building Systems Limited, holding power of attorney dated March 11, 2015.

Place: Hyderabad
460
DECLARATION
Eight Finance Private Limited, represented by Shrikant Bhakkad, authorised signatory, of Pennar
Engineered Building Systems Limited, holding power of attorney dated March 11, 2015.

Place: Hyderabad
461

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DRAFT RED HERRING PROSPECTUS

Dated: March 27, 2015

PENNAR ENGINEERED BUILDING SYSTEMS LIMITED

DEFINITIONS AND ABBREVIATIONS

Company Related Terms

Issue Related Terms

Industry Related Terms

Currency and Units of Presentation

Exchange rate as Exchange rate as Exchange rate as Exchange rate as

Industry and Market Data

Internal Risk Factors

Concerned Authority Approval/ Consent Status

23. We may not be able to secure new contracts and/or customers

32. Our Promoter, PIL has pending investor grievances.

33. Labour disputes could affect our operations.

(i) maintaining high levels of client satisfaction;

36. We have only one manufacturing facility.

c) Disputed excise duty liability for which the

Particulars For the fiscal year ended March 31

For further details, see “Capital Structure” on Page 82.

49. We do not own certain premises used by the Company.

60. Our financial results may be subject to seasonal variations.

68. Our growth is dependent on the Indian economy.

Risks Relating to the Issue and the Equity Shares

 variations in our operating results and the performance of our business;

6. Our Group Company has no business or other interests in our Company.

Exhibit 1: Global GDP growth and forecasts

Real GDP Growth (%)

Source: RBI, CARE research

(Source: MBMA, CARE research)

Exhibit 4: Global PEB market

Source: CARE research

Exhibit 5: US PEB market growth

Source: MBMA, CARE research

We believe the following are our principal competitive strengths:

Strong Engineering Design Capabilities

Established track record for timely execution

Diversified products and solutions

Technical Know-how arrangement with NCI Group, Inc.

Our Business Strategy

Continue to enhance our brand in the PEBS industry.

ANNEXURE – 1 : RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

Cash and cash equivalents at the

For the eight

Net Asset Value, as restated, at the end of the period/year

@ Net Asset value = Total Assets - Total Liabilities

Equity Shares Offered

Pre and post Issue Equity

Equity Shares outstanding after the Issue [●] Equity Shares

Registered Office and Corporate Office of our Company

Pennar Engineered Building Systems Limited

Corporate Identity Number: U45400AP2008PLC057182

The Registrar of Companies

Board of Directors of our Company

The details of our Selling Shareholders are set forth below-

Company Secretary and Compliance Officer

Chief Financial Officer

Book Running Lead Managers

Motilal Oswal Investment Advisors Private Limited