sansera engineering limited - bnp paribas · 2018. 8. 11. · tara singhvi and up to 102,031 equity...
TRANSCRIPT
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DRAFT RED HERRING PROSPECTUS
Dated: August 10, 2018 (The Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
(i)
SANSERA ENGINEERING LIMITED
Our Company was originally incorporated as Sansera Engineering Private Limited on December 15, 1981 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. Our Company was converted
into a public limited company consequent to a special resolution passed by our Shareholders at the extraordinary general meeting held on June 19, 2018 and the name of our Company was changed to Sansera Engineering Limited.
A fresh certificate of incorporation consequent upon conversion to a public limited company was issued on June 29, 2018. For details of the change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 187.
Registered & Corporate Office: Plant 7, Plot No. 143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal Taluk, Bengaluru 560 105, Karnataka, India
Contact Person: Sourabh Kumar, Company Secretary and Compliance Officer; Tel: +91 80 2783 9081/ 9082/ 9083; Fax: +91 80 2783 9309 E-mail: [email protected]; Website: www.sanseraindia.com
Corporate Identification Number: U34103KA1981PLC004542
OUR PROMOTERS: S SEKHAR VASAN, F R SINGHVI, UNNI RAJAGOPAL K AND D DEVARAJ INITIAL PUBLIC OFFER OF UP TO 17,244,328 EQUITY SHARES OF FACE VALUE OF `2 EACH (“EQUITY SHARES”) OF SANSERA ENGINEERING LIMITED (“COMPANY” OR “ISSUER”) FOR CASH
AT A PRICE OF `[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO `[●] MILLION (“OFFER”) COMPRISING AN
OFFER FOR SALE OF UP TO 8,635,408 EQUITY SHARES BY CLIENT EBENE LIMITED (“CEL”); UP TO 4,836,723 EQUITY SHARES BY CVCIGP II EMPLOYEE EBENE LIMITED (“EEL”),
(COLLECTIVELY, THE “INVESTOR SELLING SHAREHOLDERS”); UP TO 2,058,069 EQUITY SHARES BY S SEKHAR VASAN; UP TO 571,376 EQUITY SHARES BY UNNI RAJAGOPAL K; UP TO 571,376
EQUITY SHARES BY F R SINGHVI** AND UP TO 571,376*** EQUITY SHARES BY D DEVARAJ (COLLECTIVELY, (THE “PROMOTER SELLING SHAREHOLDERS”, AND TOGETHER WITH THE
INVESTOR SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS”), AGGREGATING UP TO `[●] MILLION (“OFFER FOR SALE”). THE OFFER INCLUDES A RESERVATION OF UP TO [●]
EQUITY SHARES, AGGREGATING UP TO ̀ [●] MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREUNDER) NOT EXCEEDING 5% OF OUR POST-OFFER PAID UP EQUITY
SHARE CAPITAL (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE
OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY MAY IN
CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND THE SELLING SHAREHOLDERS, OFFER A DISCOUNT TO RETAIL INDIVIDUAL BIDDERS (“RETAIL DISCOUNT”) AND TO
THE ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (THE “EMPLOYEE DISCOUNT”) IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED, (THE “SEBI ICDR REGULATIONS”).*
THE FACE VALUE OF THE EQUITY SHARES IS `2 EACH. THE PRICE BAND WILL BE DECIDED BY OUR COMPANY AND THE INVESTOR SELLING SHAREHOLDERS IN CONSULTATION WITH
THE BRLMS AND THE PROMOTER SELLING SHAREHOLDERS AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND THE SELLING
SHAREHOLDERS AND WILL BE ADVERTISED IN [] EDITIONS OF [], [] EDITIONS OF [] AND [] EDITIONS OF [] (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND KANNADA NEWSPAPERS, KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), AT LEAST FIVE WORKING DAYS PRIOR
TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER
WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES. * Retail Discount of ₹[●] to the Offer Price may be offered to Retail Individual Bidders and an Employee Discount of `[●] to the Offer Price may be offered to the Eligible Employees bidding in the Employee Reservation Portion. ** F R Singhvi is acting in trust for the offer for sale of up to 61,221 Equity Shares by Lalita Singhvi, up to 102,031 Equity Shares by Praveen Singhvi, up to 102,031 Equity Shares by Lata Singhvi, up to 102,031 Equity Shares by Jayaraj Singhvi, up to 102,031 Equity Shares by Tara Singhvi and up to 102,031 Equity Shares by Indira Singhvi (collectively, the “Singhvi Family Shareholders”). F R Singhvi holds the Equity Share of the Singhvi Shareholders in trust, for the benefit of the Singhvi Family Shareholders. For details, see “The Offer” and “Capital Structure” on pages 70 and 79, respectively. *** D Devaraj is acting in trust for the offer for sale of up to 111,899 Equity Shares by the D Devaraj HUF, while the offer for sale of up to 459,477 Equity Shares is being made by D Devaraj in his individual capacity. D Devaraj holds the Equity Share of the D Devaraj HUF in trust, for the benefit of the D Devaraj HUF. For details, see “The Offer” and “Capital Structure” on pages 70 and 79, respectively.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/Offer 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
and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”). The Offer is being made in accordance with Regulation 26(1) of the SEBI ICDR Regulations, through the Book Building Process wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and the Selling Shareholders in consultation
with the BRLMs and the Promoter Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, out of which one-third shall be reserved
for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than
Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional
Bidders and not less than 35% of the Net Offer shall 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 Offer Price. All potential
investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank accounts which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). For details, see “Offer Procedure” on page 462.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `2 and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Offer Price (determined and justified by our Company in consultation with the BRLMs and the Selling Shareholders as stated under “Basis for Offer Price” 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 or regarding the price at which the Equity Shares will be
traded after listing.
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors
are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer,
including the risks involved. The Equity Shares in the Offer 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 “Risk Factors” on page 17.
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 Offer, which is material in the context of the Offer, 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 or inclusion 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, the Selling Shareholders severally accept responsibility that this Draft Red Herring Prospectus contains all information about them as Selling Shareholders in the context of the Offer for Sale and their portion of the Offered Shares and further, severally assume responsibility for statements in relation to them included in this Draft Red Herring Prospectus and their respective Offered Shares and that such statements are true and correct in all
material respects and not misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the
Registrar of Companies, Karnataka at Bengaluru in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents, which will be made available for inspection from the date
of the Red Herring Prospectus up to Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 583.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
ICICI Securities Limited
ICICI Center
H.T. Parekh Marg Churchgate
Mumbai 400 020
Maharashtra, India
Tel: +91 22 2288 2460 Fax: +91 22 2282 6580
E-mail:
[email protected] Investor grievance email:
m Website:
www.icicisecurities.com
Contact Person: Arjun A
Mehrotra / Anurag Byas SEBI Registration No.:
INM000011179
Credit Suisse Securities
(India) Private Limited Ceejay House, 9
th Floor
Plot F, Shivsagar Estate
Dr. Annie Besant Road
Worli, Mumbai 400 018 Maharashtra, India
Tel: +91 22 6777 3671
Fax: +91 22 6777 3820 E-mail: list.sanseraipo@credit-
suisse.com
Investor grievance email: list.igcellmerbnkg@credit-
suisse.com
Website: www.credit-
suisse.com/in/en/investment-banking/regional-
presence/asia-
pacific/india/ipo.html Contact Person: Rishi Agrawal
SEBI Registration No.:
INM00011161
IIFL Holdings Limited
10th Floor, IIFL Centre
Kamala City, Senapati Bapat Marg
Lower Parel (West), Mumbai
400 013
Maharashtra, India Tel: +91 22 4646 4600
Fax: +91 22 2493 1073
E-mail: [email protected]
Investor grievance email:
[email protected] Website: www.iiflcap.com
Contact Person: Pinak
Bhattacharyya/ Rajshekhar
Swamy SEBI Registration No.:
INM000010940
Nomura Financial Advisory and
Securities (India) Private Limited
Ceejay House, Level 11, Plot F Shivsagar Estate, Dr. Annie Besant
Road, Worli, Mumbai 400 018
Maharashtra, India
Tel.: +91 22 4037 4037 Fax: +91 22 4037 4111
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website:
www.nomuraholdings.com/company/group/asia/india/index.html
Contact person: Manish Agarwal /
Sandeep Baid
SEBI registration number: INM000011419
BNP Paribas
BNP Paribas House
1 North Avenue, Maker Maxity Bandra-Kurla Complex
Bandra (East), Mumbai 400 051
Tel: +91 22 3370 4000
Fax: +91 22 6196 5194 E-mail:
com Investor grievance email:
ribas.com Website: www.bnpparibas.co.in
Contact Person: Pranay Shetty /
Shrey Biyani
SEBI Registration No.: INM000011534
Link Intime India Private
Limited
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg
Vikhroli (West), Mumbai 400 083
Maharashtra, India
Tel: +91 22 4918 6200
Fax: +91 22 4918 6195
E-mail: [email protected]
Investor grievance email: [email protected]
Website: www.linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.
INR000004058
BID/OFFER PROGRAMME
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2) (1) Our Company and the Investor Selling Shareholders may, in consultation with the BRLMs and Promoter Selling Shareholders, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor
Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date. (2) Our Company and the Investor Selling Shareholders may, in consultation with the BRLMs and the Promoter Selling Shareholders, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations
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TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................ 2
DEFINITIONS AND ABBREVIATIONS .......................................................................................................................... 2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ..................................................................... 14 FORWARD-LOOKING STATEMENTS.......................................................................................................................... 16
SECTION II: RISK FACTORS .......................................................................................................................................... 17
SECTION III: INTRODUCTION....................................................................................................................................... 42
SUMMARY OF INDUSTRY ............................................................................................................................................ 42 SUMMARY OF OUR BUSINESS .................................................................................................................................... 50 SUMMARY OF FINANCIAL INFORMATION .............................................................................................................. 60 THE OFFER ...................................................................................................................................................................... 70 GENERAL INFORMATION ............................................................................................................................................ 72 CAPITAL STRUCTURE ................................................................................................................................................... 79 OBJECTS OF THE OFFER ............................................................................................................................................... 99 BASIS FOR OFFER PRICE ............................................................................................................................................ 101 STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................... 105
SECTION IV: ABOUT OUR COMPANY ....................................................................................................................... 108
INDUSTRY OVERVIEW ............................................................................................................................................... 108 OUR BUSINESS ............................................................................................................................................................. 144 REGULATIONS AND POLICIES .................................................................................................................................. 183 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 187 OUR MANAGEMENT.................................................................................................................................................... 197 OUR PROMOTERS AND PROMOTER GROUP .......................................................................................................... 211 OUR GROUP COMPANIES ........................................................................................................................................... 215 RELATED PARTY TRANSACTIONS .......................................................................................................................... 216 DIVIDEND POLICY ....................................................................................................................................................... 217
SECTION V: FINANCIAL INFORMATION ................................................................................................................. 218
FINANCIAL STATEMENTS ......................................................................................................................................... 218 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................. 394 FINANCIAL INDEBTEDNESS ...................................................................................................................................... 426
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................................... 429
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 429 GOVERNMENT APPROVALS ...................................................................................................................................... 432 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 435
SECTION VII: OFFER INFORMATION ....................................................................................................................... 454
TERMS OF THE OFFER ................................................................................................................................................. 454 OFFER STRUCTURE ..................................................................................................................................................... 459 OFFER PROCEDURE ..................................................................................................................................................... 462 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................. 506
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .............................................................. 507
SECTION IX: OTHER INFORMATION ........................................................................................................................ 583
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 583 DECLARATION ............................................................................................................................................................. 585
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies
shall be to such legislation, act, regulation, rules, guidelines or policies as amended from time to time. In case of any
inconsistency between the definitions given below and the definitions contained in the General Information Document (as
defined below), the definitions given below shall prevail.
General Terms
Term Description
“our Company”, “the Company”,
“the Issuer”
Sansera Engineering Limited, a company incorporated under the Companies Act, 1956 and having
its Registered and Corporate Office at Plot No. 143/A, Jigani Link Road, Bommasandra Industrial
Area, Anekal Taluk, Bengaluru 560 105, Karnataka, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company together with our
Subsidiaries
Company Related Terms
Term Description
Articles of Association/ AoA Articles of Association of our Company, as amended
Audit Committee Audit Committee of our Company as described in “Our Management” on page 202
Auditors/Statutory Auditors Statutory auditors of our Company, namely, B S R & Associates LLP, Chartered Accountants
Board/Board of Directors Board of directors of our Company, as constituted from time to time, including a duly constituted
committee thereof
CCPS Compulsorily convertible preference shares
CEL Client Ebene Limited (formerly called CVCIGP II Client Ebene Limited)
Corporate Social Responsibility
Committee
The Corporate Social Responsibility Committee of our Company as described in “Our
Management” on page 206
Director(s) Director(s) of our Company
EEL CVCIGP II Employee Ebene Limited
Equity Shares Equity shares of our Company of face value of `2 each
ESOP 2015 Sansera Employee Stock Option Plan, 2015
ESOP 2018 Sansera Employee Stock Option Plan, 2018
Executive Directors Executive Directors of our Company
Fitwel Fitwel Tools and Forgings Private Limited
Fitwel Plant 1 Manufacturing unit of Fitwel situated at Unit No. 5, KHT Complex, Antharasanahalli, Bengaluru,
Karnataka
Fitwel Plant 2 Manufacturing unit of Fitwel situated at CNC Shop, Unit No. 2 KHT Complex, Antharasanahalli,
Tumkur
Gearock Forge Gearock Forge Private Limited
Investor Selling Shareholders Client Ebene Limited and CVCIGP II Employee Ebene Limited
IPO Committee The IPO Committee of our Company as described in “Our Management” on page 206
Key Management Personnel Key management personnel of our Company in terms of the Companies Act, 2013 and the SEBI
ICDR Regulations and disclosed in “Our Management – Key Management Personnel” on page 207
Memorandum of Association/
MoA
Memorandum of Association of our Company, as amended
Nomination and Remuneration
Committee
The Nomination and Remuneration Committee of our Company as described in “Our Management”
on page 204
Offer for Sale An initial public offering of up to 17,244,328 Equity Shares comprising of an offer for sale of up
to 8,635,408 Equity Shares by CEL; up to 4,836,723 Equity Shares by EEL; up to 571,376 Equity
Shares by F R Singhvi (acting in trust, for the offer for sale of up to 61,221 Equity Shares by Lalita
Singhvi, up to 102,031 Equity Shares by Praveen Singhvi, up to 102,031 Equity Shares by Lata
Singhvi, up to 102,031 Equity Shares by Jayaraj Singhvi, up to 102,031 Equity Shares by Tara
Singhvi and up to 102,031 Equity Shares by Indira Singhvi); up to 2,058,069 Equity Shares by S
Sekhar Vasan; up to 571,376 Equity Shares by Unni Rajagopal K; up to 571,376 Equity Shares by
D Devaraj (acting in trust for the offer for sale of up to 111,899 Equity Shares by the D Devaraj
HUF, and the offer for sale of up to 459,477 Equity Shares in his individual capacity)
F R Singhvi holds the Equity Share of the Singhvi Family Shareholders in trust, for the benefit of
the Singhvi Family Shareholders, and D Devaraj holds the Equity Share of the D Devaraj HUF in
trust, for the benefit of the D Devaraj HUF. For details see, “The Offer” and “Capital Structure” on
pages 70 and 79, respectively.
Plant 1 Manufacturing unit of our Company, situated at No. 8, A.M. Industrial Estate, 12th KM mark,
Bengaluru – Hosur National Highway, in survey numbers 49/1 and 49/3, Bommanahalli City
Municipality, Garvebhaivi Palya, Hosur Road, Bengaluru, Karnataka
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Term Description
Plant 2 Manufacturing unit of our Company, situated at Plot No. 260/A, 261/C and 262/A, Bommasandra
Industrial Area, Village, Attibele Hobli, Anekal Taluk,, Bengaluru, Karnataka
Plant 3 Manufacturing unit of our Company, situated at Plot No. 1, Bommasandra, Jigani Link Road,
Industrial Area, Bengaluru, Karnataka
Plant 4 Manufacturing unit of our Company, situated at Plot No. 22-23, Sector – 6, Industrial Estate,
Chakan Devilal, I.M.T, Manesar, Gurgaon, Haryana
Plant 5 Manufacturing unit of our Company, situated at Plot No. B-18, Chakkan, MIDC, Industrial Area,
within village limit of Nighoje Taluka, , Khed, Pune, Maharashtra
Plant 6 Manufacturing unit of our Company, situated at Plot No. 18, Sector 9, SIDCUL, Integrated IE
Panthnagar, Udham Singh Nagar, Uttarakhand
Plant 7 Manufacturing unit of our Company, situated at Plot No. 143-A, Jigani Link Road, Anekal Taluk,
Bengaluru, Karnataka
Plant 8 Corporate office of our Company, situated at Plot No. 100, Bommasandra, Jigani Link Road,
Industrial Area, Jigani Hobli, Bengaluru (Urban), Karnataka
Plant 9 Manufacturing unit of our Company, situated at Plot No. 125 and 126, 4th Phase, Bommaandra
Jigani Link Road, Industrial Area, Jigani Hobli, Anekal Taluk, Bengaluru, Karnataka
Plant 10 Manufacturing unit of our Company, situated at Plot No. 102, Bommsandra Jigani Link Road,
Anekal Taluk, Bengaluru Urban District, Karnataka
Plant 11 Manufacturing unit of our Company, situated at Plot No. 48, 2nd Phase, 2nd Sector, Bidadi Industrial
Area, Bidadi, Ramanagaram, Bengaluru, Karnataka
Plant 12 Manufacturing unit of our Company, situated at No. 143, B-8, Bommasandra Industrial Area, Hosur
Road, Bengaluru, Karnataka which was transferred to out Company, with effect from April 1, 2017,
pursuant to the amalgamation of Gearock Forge with our Company
Plant 14 Manufacturing unit of our Company, situated at Plot No. 34, 35 and 36, Jigani Industrial Area, II
Phase, Jigani Hobli, Anekal Taluk, Bengaluru, Karnataka
Promoter Group Persons and entities constituting the promoter group of our Company in terms of Regulation
2(1)(zb) of the SEBI ICDR Regulations. For details, see “Our Promoters and Promoter Group” on
page 211
Promoters Promoters of our Company namely, S Sekhar Vasan, F R Singhvi, Unni Rajagopal K and D Devaraj
For details, see “Our Promoters and Promoter Group” on page 211
Promoter Selling Shareholders D Devaraj, F R Singhvi, S Sekhar Vasan and Unni Rajagopal K
F R Singhvi is acting in trust for the offer for sale of up to 571,376 Equity Shares acting in trust for
the Singhvi Family Shareholders and D Devaraj is acting in trust for the offer for sale of up to
111,899 Equity Shares by the D Devaraj HUF, while the offer for sale of up to 459,477 Equity
Shares is being made by D Devaraj in his individual capacity.
Registered and Corporate Office Registered and corporate office of our Company located at Plot No. 143/A, Jigani Link Road,
Bommasandra Industrial Area, Anekal Taluk, Bengaluru 560 105, Karnataka, India
Registrar of Companies/RoC Registrar of Companies, Karnataka, situated at Bengaluru
Restated Consolidated Financial
Statements
The audited and restated consolidated financial statements of our Company, along with our
Subsidiaries for the Financial Years ended March 31, 2018, 2017, 2016, 2015 and 2014 (presented
in accordance with Ind AS) which comprises the restated consolidated balance sheet, the restated consolidated statement of profit and loss and the restated consolidated cash flow statement and
notes to the restated consolidated financial statements of assets and liabilities, profit and loss and
cash flows
Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and the Restated Standalone Financial
Statements
Restated Standalone Financial
Statements
The audited and restated standalone financial statements of our Company for the Financial Years
ended March 31, 2018, 2017, 2016, 2015 and 2014 (presented in accordance with Ind AS) which
comprises the restated standalone balance sheet, the restated standalone statement of profit and loss and the restated standalone cash flow statement and notes to the restated standalone financial
statements of assets and liabilities, profit and loss and cash flows
Sansera Mauritius Sansera Engineering Pvt. Ltd., Mauritius
Sansera Sweden Sansera Sweden AB
Sansera Sweden Plant Manufacturing unit of Sansera Sweden situated at Flygmotorvägen 1, 461 38 Trollhättan, Sweden
Selling Shareholders Collectively the Investor Selling Shareholders and the Promoter Selling Shareholders
Singhvi Family Shareholders Lalita Singhvi, Praveen Singhvi, Lata Singhvi, Jayaraj Singhvi, Tara Singhvi and Indira Singhvi
Shareholders Shareholders of our Company from time to time
Stakeholders Relationship
Committee
The Stakeholders Relationship Committee of our Company as described in “Our Management” on
page 205
Subsidiaries or individually known
as Subsidiary
Subsidiaries of our Company, namely:
(i) Fitwel Tools and Forgings Private Limited; (ii) Sansera Engineering Pvt. Ltd., Mauritius; and (iii) Sansera Sweden AB
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of
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Term Description
the Bid cum Application Form
Allot/Allotment/Allotted Transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer to the Allottees
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted
the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with
the SEBI ICDR Regulations
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors at the end of the Anchor
Investor Bid/Offer Period
Anchor Investor Application Form The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which will
be considered as an application for Allotment in terms of the Red Herring Prospectus and the
Prospectus
Anchor Investor Bid/Offer Period The day, one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to Anchor Investors shall be completed
Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red
Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price
but not higher than the Cap Price
The Anchor Investor Offer Price will be decided by our Company, in consultation with the BRLMs
and the Selling Shareholders
Anchor Investor Pay-in Date In case of Anchor Investor Offer Price being higher than Anchor Investor Allocation Price, no later
than two days after the Bid/Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company and the Investor Selling
Shareholders, in consultation with the BRLMs and Promoter Selling Shareholders to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price which shall be determined by the Company in consultation with the BRLMs and the Selling
Shareholders
Application Supported by Blocked
Amount or ASBA
An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
authorizing an SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted by ASBA
Bidders for blocking the Bid Amount mentioned in the ASBA Form
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will be
considered as the application for Allotment in terms of the Red Herring Prospectus and the
Prospectus
Banker(s) to the Offer/Escrow
Collection Bank(s)
Banks which are clearing members and registered with SEBI as bankers to an issue and with whom
the Escrow Account will be opened, in this case being [●]
Basis of Allotment Basis on which Allotment will be made as described in “Offer Procedure” on page 462
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by an Anchor
Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations as per the terms of the Red
Herring Prospectus and the Bid Cum Application Form
The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional amounts indicated in the Bid cum Application Form and, in the case
of Retail Individual Bidders Bidding at the 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, less Retail Discount (if any) and for Eligible Employees, less Employee
Discount (if any) and payable by the Bidder or blocked in the ASBA Account of the Bidder, as the
case may be, upon submission of the Bid in the Offer
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●]
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, which shall be published in two national daily
newspapers, one each in English and Hindi, and in one Kannada daily newspaper (Kannada being
the regional language of Karnataka, where our Registered Office is located) each with wide
circulation. In case of any revision, the extended Bid/ Offer Closing shall also be notified on the
websites and terminals of the Members of the Syndicate as required under the SEBI ICDR
Regulations and also intimated to the SCSBs, Registered Brokers, RTAs and Designated CDPs
Our Company and the Investor Selling Shareholders may, in consultation with the BRLMs and
Promoter Selling Shareholders, consider closing the Bid/Offer Period for the QIB Category one
Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
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Term Description
Designated Intermediaries shall start accepting Bids, which shall be notified in two national daily
newspapers, one each in English and Hindi, and in one Kannada daily newspaper (Kannada being
the regional language of Karnataka where our Registered Office is located) each with wide
circulation
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the
Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their
Bids, including any revisions thereof
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus
and the Bid cum Application Form, and unless otherwise stated or implied, and includes an ASBA
Bidder and an Anchor Investor
Bidding Centers Centers at which at the Designated Intermediaries shall accept the ASBA Forms, i.e, Designated
Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in terms of
which the Offer is being made
BRLM or Book Running Lead
Manager
The book running lead managers to the Offer namely, ICICI Securities Limited, BNP Paribas,
Credit Suisse Securities (India) Private Limited, IIFL Holdings Limited and Nomura Financial
Advisory and Securities (India) Private Limited
Broker Centres Broker centres of the Registered Brokers notified by the Stock Exchanges where Bidders can
submit the ASBA Forms to a Registered Broker
The details of such Broker Centres, along with the names and contact details of the Registered
Brokers are available on the respective websites of the Stock Exchanges
CAN/Confirmation of Allocation
Note
Notice or intimation of allocation of the Equity Shares to be sent to Successful Anchor Investors,
who have been allocated the Equity Shares, after the Anchor Investor Bid/Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price
will not be finalised and above which no Bids will be accepted, including any revision thereof
Client ID Client identification number of the Bidder’s beneficiary account maintained with one of the
Depositories in relation to the demat account
Collecting Depository Participant
or CDP
A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
who is eligible to procure Bids at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as per the list
available on the websites of the Stock Exchanges
Credit Suisse Credit Suisse Securities (India) Private Limited
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs and the Selling
Shareholders which shall be any price within the Price Band
Only Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation
Portion are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled
to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband,
investor status, occupation and bank account details
Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms
The details of such Designated CDP Locations, along with names and contact details of the CDPs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com) and updated from time to time
Designated Date The date on which funds are transferred from the Escrow Account and 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 filing of the Prospectus with the RoC Designated Intermediaries Collectively, Syndicate, sub-syndicate members/agents, SCSBs, Registered Brokers, CDPs and
RTAs, who are authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs
The details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com) and updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on
the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
or at such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange []
Draft Red Herring Prospectus or
DRHP
This Draft Red Herring Prospectus dated August 10, 2018, issued in accordance with the SEBI
ICDR Regulations, which does not contain complete particulars, including of the Offer Price and
the size of the Offer, including any addendum and corrigendum thereto
Eligible Employees
All or any of the following:
(a) a permanent and full time employee of our Company, who is a resident Indian or an Eligible NRI investing in the Offer pursuant to Schedule 4 of the FEMA Regulations (excluding such
employees not eligible to invest in the Offer under applicable laws, rules, regulations and
guidelines) as of the date of filing of the Red Herring Prospectus with the RoC and who has
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Term Description
been an employee of the Company for a period of six months prior to the date of filing this
Draft Red Herring Prospectus and who continues to be an employee of our Company until
the submission of the Bid cum Application Form and is based, working and present in India
as on the date of submission of the Bid cum Application Form; and
(b) a Director of our Company, whether a whole time Director, part time Director or otherwise, who is a resident Indian or an Eligible NRI investing in the Offer pursuant to Schedule 4 of
the FEMA Regulations (excluding such Directors not eligible to invest in the Offer under
applicable laws, rules, regulations and guidelines and any Promoter) as of the date of filing
the Red Herring Prospectus with the RoC and who continues to be a Director of our Company
until the submission of the Bid cum Application Form and is based and present in India as on
the date of submission of the Bid cum Application Form
An employee of our Company, who is recruited against a regular vacancy but is on probation as
on the date of submission of the Bid cum Application Form will also be deemed a ‘permanent and
a full time employee’
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee
shall not exceed ₹500,000 (which will be less the Employee Discount). However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000
(which will be less Employee Discount). Only in the event of an under-subscription in the
Employee Reservation Portion post the initial allotment, such unsubscribed portion may be
Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation
Portion, for a value in excess of ₹200,000, subject to the total Allotment to an Eligible Employee
not exceeding ₹500,000 (which will be less Employee Discount)
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under
the Offer and in relation to whom the ASBA Form and the Red Herring Prospectus will constitute
an invitation to subscribe for or purchase the Equity Shares
Employee Discount A discount of `[●], not being more than 10% of the Offer Price that may be offered to the Eligible
Employees bidding in the Employee Reservation Portion, by our Company in consultation with
the BRLMs and the Selling Shareholders, and which shall be announced at least five Working
Days prior to the Bid/Offer Opening Date
Employee Reservation Portion The portion of the Offer, being [●] Equity Shares aggregating to `[●] million, available for
allocation to Eligible Employees, on a proportionate basis
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Anchor Investors
will transfer money through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when
submitting an Anchor Investor Application Form
Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, [●]
Escrow Agreement The agreement to be entered into by our Company, the Selling Shareholders, the Registrar to the
Offer, the BRLMs, the Escrow Collection Bank(s) and the Refund Bank(s) for, inter alia, collection
of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue Account and
where applicable, refunds of the amounts collected from the Anchor Investors, on the terms and
conditions thereof
First Bidder Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in
case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held
in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the Offer Price
and the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted
and which shall not be less than the face value of the Equity Shares
General Information
Document/GID
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,
suitably modified and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by
the SEBI and included in “Offer Procedure” on page 462
IIFL IIFL Holdings Limited
I-Sec ICICI Securities Limited
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] Equity Shares which shall
be available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids
being received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
Net Offer The Offer less the Employee Reservation Portion
Nomura Nomura Financial Advisory and Securities (India) Private Limited
Non-Institutional Bidders/NIBs All Bidders including Category III FPIs that are not QIBs, Retail Individual Bidders or Eligible
Employees bidding in the Employee Reservation Portion and who have Bid for Equity Shares for
an amount more than `200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer 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 Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes a non resident Indian, FPIs
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Term Description
and FVCIs
Offer The initial public offering of up to 17,244,328 Equity Shares of face value of `2 each for cash at a
price of `[●] each, aggregating to `[●] comprising the Offer for Sale
The Offer comprises Net Offer to the public of [●] Equity Shares aggregating up to `[●] million
and the Employee Reservation Portion of [●] Equity Shares aggregating up to `[●] million for
subscription by Eligible Employees
Offer Agreement The agreement dated August 10, 2018 entered into amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in relation to
the Offer
Offer for Sale The offer for sale of up to 17,244,328 Equity Shares by the Selling Shareholders at the Offer Price
aggregating up to `[●] million in terms of the Red Herring Prospectus
Offer Price The final price at which Equity Shares will be Allotted to Bidders other than Anchor Investors.
Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of
the Red Herring Prospectus
Employee Discount of `[●] per Equity Share on the Offer Price, not being more than 10% of the
Offer Size, may be offered to Eligible Employees bidding in the Employee Reservation Portion
A Retail Discount of `[●] per Equity Share on the Offer Price, not being more than 10% of the
Offer Size may be offered to Retail Individual Bidders
The Offer Price will be determined by our Company, in consultation with the BRLMs and the
Selling Shareholders in terms of the RHP on the Pricing Date in accordance with the Book Building
Process
Offer Proceeds The proceeds of this Offer that will be available to our Company and the Selling Shareholders
Price Band Price band of the Floor Price and the Cap Price including any revisions thereof
The Price Band will be decided by our Company and the Investor Selling Shareholders, in
consultation with the BRLMs and the Promoter Selling Shareholders and the minimum Bid Lot
size for the Offer will be decided by our Company, in consultation with the BRLMs and the Selling
Shareholders and will be advertised, at least five Working Days prior to the Bid/Offer Opening
Date, in [●] edition of the English national newspaper [●], [●] edition of the Hindi national
newspaper [●], and [●] edition of the Kannada (Kannada being the regional language of Karnataka,
where our Registered and Corporate Office is located) newspaper [●], each with wide circulation.
It shall also be made available to the Stock Exchanges for the purpose of uploading on their
websites
Pricing Date The date on which our Company in consultation with the BRLMs and the Selling Shareholders,
will finalise the Offer Price
Prospectus The Prospectus of our Company to be filed with the RoC for this Offer after the Pricing Date, in
accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations,
containing, inter-alia, the Offer Price that is determined at the end of the Book Building Process,
the size of the Offer and certain other information including any addenda or corrigenda thereto
Public Offer Account Bank The bank with which the Public Offer Account(s) shall be opened and maintained, in this case
being [●]
Public Offer Account(s) Bank account(s) opened under Section 40(3) of the Companies Act, 2013 to receive monies from
the Escrow Account and ASBA Accounts on the Designated Date
QIB Category/QIB Portion The portion of the Offer (including the Anchor Investor Portion) being 50% of the Net Offer
consisting of [] Equity Shares which shall be allocated to QIBs (including Anchor Investors) as
determined by our Company and Investor Selling Shareholders in consultation with the BRLMs
and the Promoter Selling Shareholders, subject to valid Bids being received at or above the Offer
Price
Qualified Institutional Buyers or
QIBs or QIB Bidders
Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations
Red Herring Prospectus or RHP The Red Herring Prospectus of our Company to be issued in accordance with Section 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
Offer including any addenda or corrigenda thereto
The Red Herring Prospectus will be registered with the RoC at least three days before the Bid/Offer
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, from which refunds, if any, of the whole or part of the
Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The Bankers to the Offer with whom the Refund Account(s) will be opened, in this case being [●]
Registered Brokers Stock brokers registered with SEBI and the Stock Exchanges having nationwide terminals, other
than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of Circular No.
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar and Share Transfer
Agents or RTAs
Registrars to an issue and share transfer agents registered with SEBI and eligible to procure Bids
at the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI
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8
Term Description
Registrar to the Offer or Registrar Link Intime India Private Limited
Retail Individual Bidder(s)/RIB(s) Individual Bidders other than Eligible Employees bidding in the Employee Reservation Portion,
who have Bid for the Equity Shares for an amount of not more than `200,000 in any of the bidding
options in the Net Offer (including HUFs applying through their Karta and Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Net Offer consisting of [] Equity Shares
which shall be available for allocation to Retail Individual Bidder(s) in accordance with the SEBI
ICDR Regulations which shall not be less than the Minimum Bid Lot, subject to valid Bids being
received at or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s), as applicable
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can
revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date
Self Certified Syndicate Bank(s) or
SCSB(s)
The banks registered with SEBI, offering services in relation to ASBA, a list of which is available
on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time
to time and at such other websites as may be prescribed by SEBI from time to time
Share Escrow Agreement The agreement to be entered into among the Selling Shareholders, our Company, the BRLMs and
the Escrow Agent in connection with the transfer of Offered Shares by the Selling Shareholders
and credit of such Equity Shares to the demat account of the Allottees
Specified Locations Bidding Centres where the Syndicate shall accept Bid cum Application Form, a list of which is
included in the Bid cum Application Form
Stock Exchanges Collectively, the NSE and the BSE
Syndicate Collectively, the BRLMs and the Syndicate Members
Syndicate Agreement Agreement dated [] to be entered into amongst the BRLMs, the Syndicate Members, our
Company and the Selling Shareholders in relation to collection of Bid cum Application Forms by
the Syndicate
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter,
namely, [●]
Underwriters []
Underwriting Agreement The agreement among the Underwriters, our Company and the Selling Shareholders to be entered
into on or after the Pricing Date, but prior to the filing of the Prospectus
Working Day “Working Day” means all days, other than second and fourth Saturday of the month, Sunday or a
public holiday, on which commercial banks in Mumbai are open for business; provided however,
with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, “Working Day” shall
mean all days, excluding all Saturdays, Sundays or a public holiday, on which commercial banks
in Mumbai are open for business; and with reference to the time period between the Bid/Offer
Closing Date and the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall
mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI
Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical/Industry Related Terms/Abbreviations
Term Description
ABS Anti-lock braking system
ACMA Automotive Component Manufacturers Association
Airbus Airbus SE
Amtek Auto Amtek Auto Ltd
Amul Industries Amul Industries Pvt Ltd
AS A class of quality management system standards established and maintained by the International
Aerospace Quality Group
Auto Fuel Policy 2025 Auto Fuel Vision & Policy 2025
ASEAN Association of South East Asian Nations
Ashok Leyland Ashok Leyland Vehicles Limited
Autodesk A design, development or prototyping information technology system used by us
Average RoCE Average return on capital employed
Average RoE Average return on equity
Bajaj Bajaj Auto Limited
Bajaj Motors Bajaj Motors Ltd
Bharat Forge Bharat Forge Ltd
Boeing The Boeing Company
Bosch Bosch Limited
BMW BMW AG
BMW Motorrad BMW Motorrad International
BS Bharat Stage
BS OHSAS A class of occupational health and safety management best practice standards established and maintained
by the British Standards Institution
CAD Computer aided design
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9
Term Description
CAE Computer aided engineering
CAFE Corporate average fuel economy
CAGR Compound annual growth rate
CAM Computer aided manufacturing
CBS Combined braking system
CCI Competition Commission of India
Civil Code Code of Civil Procedure, 1908
CNC Computer numerical control
CNHi Case New Holland industries
Competition Act Competition Act, 2002
CPI Consumer price index
Creo A design, development or prototyping information technology software system used by us
CRISIL Report The report titled “Assessment of market potential for precision forged and machined components” dated
May 2018 prepared by CRISIL Research
CRISIL Research CRISIL Research, a division of CRISIL Limited
CSO Central Statistics Office
CSR Corporate social responsibility
CVT Continuously variable transmission
Daimler Daimler Group
DDS Duty Drawback Scheme, under which an exporter of goods is allowed to take back refund of money
to compensate him for excise duty paid on the inputs used in the products exported by him
DLC Diamond-like carbon
DMAIC Define, measure, analyse, improve and control
Duty Credit Scrip An export promotion incentive provided by the Government of India to exporters
Dynamatics Dynamatic Technologies Limited
EBITDA Earnings before interest, taxes, depreciation and amortisation, calculated as the sum of (i) Profit for the
year, (ii) Total tax expenses, (ii) Finance costs and (iv) Depreciation and amortisation expense
ECU Electronic control unit
ECRS Eliminate, combine, reduce and simplify
EFI Electronic fuel injection
EFTA European Free Trade Association
EMS Environment management systems
EN A class of quality management system standards relating to aviation, space and defence organizations
Endurance Technologies Endurance Technologies Ltd
EPCG Scheme Export Promotion Capital Goods Scheme
Eurostat The statistical office of the European Union situated in Luxembourg
Eurozone / Euro Area A monetary union of 19 of the 28 European Union member states which have adopted the Euro as
their common currency
FAME Faster Adoption and Manufacturing of (Hybrid &) Electric Vehicles
FCA FCA Group Purchasing s.r.l. a s.u.
Fiat / Fiat India Fiat India Automobiles Private Limited
FIE Group Fuel Instruments and Engineers group of companies
FII Foreign institutional investor
Fitch Fitch Ratings, Inc.
FOB Free on board
Ford Ford Motor India Pvt Ltd or Ford Motor Company
Fortuna Engineering Fortuna Engineering Private Limited
GAAR General Anti Avoidance Rules
GDP Gross domestic product
General Motors / GM General Motors India Pvt Ltd
GKN Aerospace GKN Aerospace Sweden AB
GST Goods and services tax
Harley Davidson H-D Motor Company India Private Limited
Hero / Hero Motocorp Hero Motocorp Ltd.
Hitech Gears Hi-Tech Gears Limited
HLA Hydraulic lash adjuster
HMSI Honda Motorcycle and Scooter India Pvt. Ltd.
Honda/ Honda Cars Honda Cars India Limited
Husqvarna Husqvarna Motorcycles GmbH
Hyundai Hyundai Motor India Limited
IATF International Automotive Task Force
ICE Internal combustion engine
ICRA ICRA Limited
IDC Industrial development corporation
iLogic A design information technology system used by us that is provided by Autodesk
IMD Indian Meteorological Department
IMF International Monetary Fund
ISO/TS Class of quality management system standards relating to the automative supply chain
https://en.wikipedia.org/wiki/Monetary_unionhttps://en.wikipedia.org/wiki/Member_state_of_the_European_Union
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10
Term Description
IT Information technology
JCB JCB India Limited
JIS Q Japanese Industrial Standard class of quality management system standards
Kalyani Forge Kalyani Forge Ltd
Kalyani Group A group established in mid-1960 which caters to diverse sectors such as engineering steel, automotive,
industrial, renewable energy, urban infrastructure and specialty chemicals. Key companies include
Bharat Forge Ltd, Automotive Axles Ltd and Kalyani Steels Ltd.
Kia Motors Kia Motor Corporation
KTM KTM AG
LED Light-emitting diode
Linamar Linamar Corporation
LoI Letter of intent
LPA Long Period Average
Magal Tech Magal Engg Tech Pvt Ltd
Mahindra CIE Mahindra CIE Automotive Ltd
Maini Precision Maini Precision Products Limited
MAN MAN SE
Maruti Suzuki Maruti Suzuki India Limited
MCLR Marginal cost of funds based lending rate
MEIS Merchandise Exports from India Scheme, a scheme introduced to provide rewards to exporters to offset
infrastructure inefficiencies and associated costs in export of goods, especially those having high export
intensity, employment potential and ability to enhance India’s export competitiveness
MERS Middle East Respiratory Syndrome
Metaldyne Metaldyne Performance Group Inc
MG Motors MG Motor UK Limited
MHCV Medium and heavy commercial vehicle
Micro Turner Micro Turners Pvt Ltd
Minitab A system that helps businesses increase efficiency and improve quality through smart data analysis
Modern Automotives Modern Automotives Ltd
Moody's Moody’s Investors Service Limited
Motori Minarelli Motori Minarelli SpA
MSP Minimum support price
Musashi Auto Parts (India) Musashi Auto Parts India Private Limited
NADCAP-AS Aerospace standard established by the National Aerospace and Defence Contractors Accreditation
Program
NBFC Non-banking financial company
Net Debt The sum of (i) current borrowings, (ii) non-current borrowings, (iii) current maturities of non-current
borrowings and finance lease obligations less (i) cash and cash equivalents
Net Debt to Equity Ratio Calculated as Net Debt divided by total equity
NOx Nitrogen oxides
OEM Original equipment manufacturer
OES Original equipment supplier
OICA International Organization of Motor Vehicle Manufacturers
PCE Personal consumption expenditure
PM Particulate matter
PMGSY Pradhan Mantri Gram Sadak Yojana
PPAP Production part approval process
PO Purchase order
Polaris Polaris Industries Inc.
PSA PSA Group, a French multinational manufacturer of automobiles and motorcycles sold under the
Peugeot, Citroen, DS, Opel and Vauxhall brands.
QCC Quality control circle
QFORM A professional engineering software used for simulation, analysis and optimisation of metal forming
processes providing excellent reliability
Raw Material Costs The sum of (i) cost of material consumed, (ii) change in inventories of finished goods and work in
progress and (iii) conversion charges
RBI Reserve Bank of India
RFQ Request for quotation
RICO Auto RICO Auto Ltd
RoCE Return on capital employed
Royal Enfield Royal Enfield Co. Ltd
RPM Rotations per minute
SAARC South Asian Association for Regional Cooperation
SCADA Supervisory control & data acquisition
SAP SAP Solutions
Scania A Swedish manufacturer of commercial vehicles, specifically heavy trucks and buses. It also
manufactures diesel engines for heavy vehicles as well as marine and general industrial applications
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11
Term Description
Seventh Pay Commission A commission constituted in February 2014 to review the principles and structure of emoluments of
all central government civilian employees including defence forces
SG Spheroidal graphite
SIAM Society of Indian Automobile Manufactures
SoP Start of Production
SOR Statement of requirement
SPM Special purpose machine
SPQCD Safety, productivity, quality, cost and delivery
Stanadyne Stanadyne India P Ltd
STT Securities transaction tax
Sundaram Brake Linings Sundaram Brake Linings Limited
Sundaram Clayton Sundaram Clayton Limited
Suzuki Motorcycles Suzuki Motorcycles India Ltd
S&P Standard and Poor's
S&P Global Standard & Poor’s Global
TACO Tata Autocomp Systems Ltd
takt time The average time between the start of production of one piece of component and the start of production
of the next piece
Tata Motors / Tata Tata Motors Ltd
Tecnomatrix A design, fabrication and certification of checking fixtures for all types of parts for the automotive
and the aeronautics sectors
Tekfor Tekfor Holding GmbH
ThyssenKrupp ThyssenKrupp Automotive AG
Tier-1 Suppliers that supply directly to OEMs
Toyota Toyota Kirloskar Motor Private Limited
TPM Total productive maintenance
TVS TVS Motor Company Limited
Union Budget Union Budget 2018
UN Comtrade United Nations Commodity Trade Statistics Database
UKAS The United Kingdom Accreditation Service, being the national accreditation body for the United
Kingdom to assess organisations that provide certification, testing, inspection and calibration services
UTAS United Technologies Aerospace Systems
UV Utility vehicles
Visteon Visteon Corporation, a global player in automotive electronics
Volkswagen / VW Volkswagen India Private Limited
Yamaha Yamaha Group
Yamaha India India Yamaha Motor Private Limited
Conventional and General Terms or Abbreviations
Term Description
`/Rs./Rupees/INR Indian Rupees
AIF(s) Alternative Investment Fund(s) as defined in and registered with SEBI under the SEBI AIF
Regulations
Air Act Air (Prevention and Control of Pollution) Act, 1981
AS/Accounting Standards Accounting Standards issued by the ICAI
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I Foreign Portfolio
Investors FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
Category II Foreign Portfolio
Investors
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as “Category III foreign portfolio investors” under the SEBI FPI
Regulations which shall include investors who are not eligible under Category I and II foreign
portfolio investors such as endowments, charitable societies, charitable trusts, foundations,
corporate bodies, trusts, individuals and family offices
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as applicable
Companies Act, 1956 Companies Act, 1956, and the rules thereunder (without reference to the provisions thereof that
have ceased to have effect upon the notification of the Notified Sections)
Companies Act, 2013 The Companies Act, 2013, and the rules and clarifications issued thereunder to the extent in force
pursuant to the notification of the Notified Sections Consolidated FDI Policy The Consolidated FDI Policy Circular 2017, issued by the Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry, Government of India
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director Identification Number
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12
Term Description
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government
of India
DP ID Depository Participant’s Identification
DP/ Depository Participant A depository participant as defined under the Depositories Act
EEA European Economic Area
Effective tax rate Effective tax rate is calculated as the sum of current tax expenses and deferred tax expenses
(including income tax related to items not reclassified to profit or loss) divided by profit before tax
EGM Extraordinary General Meeting
EPS Earnings Per Share
FAQ Frequently asked questions
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, and the rules and regulations thereunder
FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017
Financial Year/Fiscal/FY Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FPI(s) Foreign portfolio investor(s) as defined under the SEBI FPI Regulations
FVCI(s) Foreign venture capital investor(s) as defined and registered under the SEBI FVCI Regulations
Government Government of India
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards as adopted by the International Accounting Standards
Board
Income Tax Act/ IT Act The Income-tax Act, 1961
Ind AS Indian Accounting Standards
India Republic of India
IPO Initial public offering
IST Indian Standard Time
Mutual Fund(s) Mutual funds registered under the SEBI (Mutual Funds) Regulations, 1996
N.A./ NA Not Applicable
NAV Net Asset Value
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
Notified Sections The sections of the Companies Act, 2013 that have been notified by the Ministry of Corporate
Affairs, Government of India, and are currently in effect
NR Non-resident
NRE Account Non Resident External Account
NRI An individual resident outside India who is a citizen of India or is an ‘Overseas Citizen of India’
cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
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% by NRIs including overseas trusts, in which not less than 60% 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 Offer
OCI Other Comprehensive Income
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PR Public relations
Profit after tax margins Profit after tax margin means total comprehensive income for the period/ year divided by total
income for the period/year
RBI The Reserve Bank of India
Regulation S Regulation S under the Securities Act
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
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 Investors) Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
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Term Description
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
Securities Act U.S. Securities Act of 1933, as amended
STT Securities Transaction Tax
Systemically Important NBFCs Systemically important non-banking financial company registered with the RBI and having a net
worth of more than `5,000 million as per the last audited financial statements
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended from time to time
U.S./USA/United States United States of America
U.S. GAAP Generally Accepted Accounting Principles in the United States
U.S. QIBs “Qualified institutional buyers” as defined in Rule 144A under the Securities Act
USD/US$ United States Dollars
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
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the
SEBI Act, SEBI ICDR Regulations, SEBI Listing Regulations, the Companies Act, the SCRA, the Depositories Act and the
rules and regulations made thereunder.
Notwithstanding the foregoing, terms not defined but used in “Statement of Special Tax Benefits”, “Financial Statements”
“Industry Overview”, “Regulations and Policies”, “Outstanding Litigation and Material Developments”, “Government
Approvals”, Part B of “Offer Procedure” and “Main Provisions of Articles of Association” on pages 105, 218, 108, 183, 429, 432, 474 and 507, respectively, shall have the meaning given to such terms in such sections.
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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and all references to the “US”, “USA”
or “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 or the context otherwise requires, the financial data in this Draft Red Herring Prospectus is derived
from the Restated Standalone Financial Statements and the Restated Consolidated Financial Statements prepared in accordance
with the Companies Act, 2013, Ind AS, as applicable and restated in accordance with the SEBI ICDR Regulations.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references to a
particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year.
Our Restated Financial Statements have been prepared in accordance with Ind AS. There are significant differences between
Ind AS and U.S. GAAP and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or U.S.
GAAP. 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. The Restated Financial Statements have been prepared, based on financial statements
as at and for the financial year ended March 31, 2018, 2017, 2016, 2015, 2014 and 2013 prepared in accordance with Ind AS
as prescribed under Section 133 of Companies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015 and
other relevant provisions of the Companies Act, 2013. Accordingly, the degree to which the financial information 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, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons
not familiar with Indian accounting policies and practices on the financial disclosures presented in this Draft Red Herring
Prospectus should accordingly be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Conditional and Results of Operations” on pages 17, 144 and 394
respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of the audited financial
information of our Company prepared in accordance with Ind AS and the Companies Act and restated in accordance with the
SEBI ICDR Regulations.
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 figures in decimals have been rounded off to the second decimal and all the percentage figures have
been rounded off to two decimal places except percentage figures in “Risk Factors”, “Industry Overview” and “Our Business”,
which are rounded off to two decimal places and accordingly there may be consequential changes in this Draft Red Herring
Prospectus.
Currency and Units of Presentation
All references to:
“Rupees” or “`” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
“EUR” or “Euro” are to Euro, the official currency of the European Union;
“SEK” are to Swedish Krona, the official currency of Sweden; and
“USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America.
Our Company has presented all numerical information in this Draft Red Herring Prospectus in “million” units or in whole
numbers where the numbers have been too small to represent in millions. One million represents 1,000,000 and one billion
represents 1,000,000,000.
Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
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15
the Euro, Swedish Krona and USD (in Rupees per EUR/ SEK/ USD):
Currency As on March 31,
2018*
(`)
As on March 31,
2017*
(`)
As on March 31,
2016*
(`)
As on March 31,
2015*
(`)
As on March 31,
2014*
(`)
1 EUR 80.62** 69.25 75.10 67.51 82.57
1 SEK 7.77 7.28 8.09 7.27 9.19
1 USD 65.04 64.84 66.33 62.59 60.10* Source: RBI Reference Rate **Exchange rate as on March 28, 2018, as RBI Reference Rate is not available for March 31, 2018, March 30, 2018 and March 29, 2018 being a Saturday and public holidays, respectively. *oanda website.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or derived from
publicly available information as well as industry publications and sources.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Although we believe the industry and market data used in this Draft Red Herring Prospectus
is reliable, it has not been independently verified by us, the respective Selling Shareholders, the BRLMs or any of their affiliates
or advisors. The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these
sources may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change
based on various factors, including those discussed in “Risk Factors” on page 17. Accordingly, investment decisions should
not be based solely on such information.
Certain information in “Summary of Industry”, “Summary of our Business”, “Industry Overview” and “Our Business” on pages
42, 50, 108 and 144, respectively of this Draft Red Herring Prospectus has been obtained from the report titled “Assessment of
market potential for precision forged and machined Components”, prepared by CRISIL Research, a division of CRISIL
Limited” dated May 2018 prepared by CRISIL Research, a division of CRISIL Limited.
CRISIL Research, a division of CRISIL Limited has taken due care and caution in preparing the CRISIL Report based on the
information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not guarantee the
accuracy, adequacy or completeness of the Data / CRISIL Report and is not responsible for any errors or omissions or for the
results obtained from the use of Data / CRISIL Report. The CRISIL Report is not a recommendation to invest / disinvest in any
entity covered in the CRISIL Report and no part of the CRISIL Report should be construed as an expert advice or investment
advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no
liability whatsoever to the subscribers / users / transmitters/ distributors of the CRISIL Report. Without limiting the generality
of the foregoing, nothing in the CRISIL Report is to be construed as CRISIL providing or intending to provide any services in
jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business activities in this
regard. Our Company will be responsible for ensurin