Sigachi Industries IPO Prospectus 2021
Sigachi Industries IPO Prospectus 2021
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TABLE OF CONTENTS
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SECTION I – GENERAL
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise specified or
indicates, requires or implies, shall have the meaning as provided below. References to any legislations, acts,
regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all
amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference
to a statutory provision shall include any subordinate legislation made from time to time under such provision.
The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made thereunder. If there is any inconsistency between the
definitions given below and the definitions contained in the General Information Document (defined hereinafter),
the following definitions shall prevail.
General Terms
Term Description
“Company”, “our Sigachi Industries Limited, a company incorporated under the Companies Act, 1956, having
Company”, “Sigachi”, its registered offlice at 229/1 & 90, Kalyan’s Tulsiram Chambers, Madinaguda, Hyderabad-
“the Company”, “the 500 049, Telangana, India.
Issuer” or “SIL”
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company.
Term Description
Articles / Articles of The Articles/ Articles of Association of our Company, as amended from time to time.
Association / AoA
Audit Committee The committee of the Board of Directors constituted as our Company’s audit committee in
accordance with Regulation 18 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing
Regulations”) and Section 177 of the Companies Act, 2013. For details, see “Our
Management” on page 199 of this Prospectus.
Auditor/ Statutory Statutory and peer review auditor of our Company, namely, M/s. T. Adinarayana & Co.,
Auditor/ Peer Review Chartered Accountants.
Auditor
Board / Board of Board of directors of our Company or a duly constituted committee thereof.
Directors
CCS Croscarmellose Sodium, a modified cellulose used as excipient
Chairman The Chairman of our Board of Directors.
Chairperson The Chairperson of our Company.
Chief Financial Officer/ Subbarami Reddy Oruganti, the Chief Financial Officer of our Company.
CFO
Company Secretary and Shreya Mitra, the Company Secretary and the Compliance Officer of our Company.
Compliance Officer
Corporate Promoter Corporate promoter of our Company, namely, RPS Projects & Developers Private Limited.
For further details, please see the section entitled “Our Promoters and Promoter Group” on
page 219 of this Prospectus.
Corporate Social The committee of the Board of directors constituted as our Company’s corporate social
Responsibility responsibility committee in accordance with Section 135 of the Companies Act, 2013. For
Committee details, see “Our Management” on page 199 of this Prospectus.
Director(s) The director(s) on the Board of our Company, unless otherwise specified.
Equity Shares Equity shares of our Company of face value of ₹10 each.
Executive Directors Executive directors of our Company.
Group Companies Companies (other than our Subsidiary) with which there have been related party transactions,
during the last three financial years, as covered under the applicable accounting standards and
other companies as considered material by the Board in accordance with the Materiality Policy.
As on date of this Prospectus, our Company does not have any group companies.
Independent Director(s) The independent director(s) of our Company, in terms of Section 2(47) and Section 149(6) of
the Companies Act, 2013.
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Term Description
Individual Promoters Individual promoters of our Company, namely Rabindra Prasad Sinha, Chidambarnathan
Shanmuganathan and Amit Raj Sinha. For further details, please see the section entitled “Our
Promoters and Promoter Group” on page 219 of this Prospectus.
IPO Committee The committee of our Company constituted pursuant to a resolution passed by our Board on
December 10, 2019 and reconstituted on August 26, 2020 to facilitate the process of the Issue,
as described in “Our Management” on page 199 of this Prospectus.
Key Managerial Key management personnel of our Company in terms of the Companies Act, 2013 and the
Personnel / KMP SEBI ICDR Regulations as described in the subsection titled “Our Management – Key
Managerial Personnel” on page 217 of this Prospectus.
Managing Director/ MD The managing director of our Company.
Materiality Policy A policy adopted by our Company, in its Board meeting held on August 6, 2021, for
identification of group companies, material creditors and material litigations.
Memorandum of Memorandum of Association of our Company, as amended from time to time.
Association / MoA
Nomination and The committee of the Board of directors reconstituted as our Company’s nomination and
Remuneration Committee remuneration committee in accordance with Regulation 19 of the SEBI Listing Regulations
and Section 178 of the Companies Act, 2013. For details, see “Our Management” on page 199
of this Prospectus.
Non-executive Directors Non-executive Directors of our Company.
Promoter Group The persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations. For details, see “Our Promoter and
Promoter Group” on page 219 of this Prospectus.
Promoters The Corporate and Individual Promoters.
Proposed Unit Manufacturing unit to be set up at Plot No. UDL - 7 in UDL - Guttapadu situated at Survey
No. 303 (part) Guttapadu Village, Kurnool District, Andhra Pradesh 518002, India.
Registered Office The registered office of our Company situated at 229/1 & 90, Kalyan’s Tulsiram Chambers,
Madinaguda, Hyderabad- 500 049, Telangana, India.
Registrar of Companies/ Registrar of Companies, Telangana at Hyderabad.
RoC
Restated Financial Restated consolidated financial statements of our Company and its Subsidiary for the quarter
Statements/ Restated ended June 30, 2020 and 2021 and for the Fiscals 2021, 2020 and 2019 prepared in accordance
Financial Information/ with Ind AS and examined by the Auditor in accordance with the requirements of the
Restated Consolidated Companies Act and restated in accordance with the provisions of the SEBI ICDR Regulations.
Financial Information
For details, see “Financial Information” on page 229 of this Prospectus.
Shareholders Shareholders of our Company, from time to time.
Stakeholders’ The committee of the Board of Directors constituted as our Company’s Stakeholders’
Relationship Committee Relationship Committee in accordance with Regulation 20 of the SEBI Listing Regulations.
For details, see “Our Management” on page 199 of this Prospectus.
Subsidiary/ Wholly The wholly-owned subsidiary of our Company, namely, Sigachi U.S. Inc.
Owned Subsidiary/ WOS
Unit I Survey No. Part of 241 and 242 in Plot No. 20, Phase- I, IDA, Pashamylaram, Medak,
Sangareddy, Hyderabad – 502 001, Telangana, India. Also called “Unit at Hyderabad”.
Unit II Plot No. 763/2 in Jhagadia Industrial Estate Area consisting of Revenue Survey no. 97 Paiki
within the village limits of Dadheda, Taluka: Jhagadia, District: Bharuch. Also called “Unit at
Jhagadia”.
Unit III Plot No. Z/16 in Dahej SEZ, consisting of Revenue Survey Nos, 353/P, 354P within the village
limits of Suva, Taluka-Vargra, District-Bharuch. Also called “Unit at Dahej”.
Term Description
Abridged Abridged prospectus means a memorandum containing such salient features of a Prospectus as may be
Prospectus specified by the SEBI in this behalf
Acknowledgem The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of registration of the
ent Slip Bid Cum Application Form.
Allot/Allotment/ Unless the context otherwise requires, the issue and allotment of the Equity Shares pursuant to the Issue to
Allotted the successful Bidders.
Allotment Note or advice or intimation of Allotment sent to each successful Bidder who have been or are to be
Advice 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 ₹ 163 per equity share, price at which Equity Shares were allocated to the Anchor Investor in terms of the
Allocation Price Red Herring Prospectus and this Prospectus, which was decided by our Company in consultation with the
BRLM during the Anchor Investor Bid/ Issue Period.
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Term Description
Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which was
Application considered as an application for Allotment in terms of the Red Herring Prospectus and this Prospectus.
Form
Anchor Investor October 29, 2021, being one (1) Working Day prior to the Bid/Issue Opening Date, on which Bids by
Bid/ Issue Anchor Investors were submitted and allocation to Anchor Investors was completed.
period/ Anchor
Investor
Bidding Date
Anchor Investor ₹ 163 per Equity Share. The final price at which the Equity Shares were Allotted to Anchor Investors was
Issue Price decided by our Company in consultation with the BRLM.
Anchor Investor With respect to Anchor Investor(s), the Anchor Investor Bidding Date, i.e., October 29, 2021
Pay-in Date
Anchor Investor 60% of the QIB Portion, consisting of 23,08,500 Equity Shares*, which were allocated by our Company
Portion in consultation with the BRLM, to Anchor Investors, on a discretionary basis, in accordance with the SEBI
ICDR Regulations.
*Subject to finalisation of the Basis of Allotment
One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
Anchor A Qualified Institutional Buyer, applying under the Anchor Investor portion for a minimum Bid of at least
Investor(s) ₹ 1,000 lacs, in accordance with the SEBI ICDR Regulations and the Red Herring Prospectus.
Application An application, whether physical or electronic, used by a Bidder, other than Anchor Investors, to make a
Supported by Bid and authorize a SCSB to block the Bid Amount in the ASBA account and was includes amounts
Blocked blocked by SCSB upon acceptance of UPI Mandate Request by RIBs using the UPI Mechanism.
Amount/ ASBA
ASBA Account A bank account maintained with an SCSB which may be blocked by such SCSB or the account of the RIBs
blocked upon acceptance of UPI Mandate Request by the RIBs using the UPI Mechanism to the extent of
the Bid Amount of the ASBA Bidder.
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted under the
SEBI ICDR Regulations.
ASBA Bidders All Bidders except Anchor Investors who make a Bid pursuant to the terms of the Red Herring Prospectus
and the Bid cum Application Form.
ASBA Form An application form (with and without the use of UPI, as may be applicable), whether physical or
electronic, used by the ASBA Bidders and which will be considered as an application for Allotment in
terms of the Red Herring Prospectus and this Prospectus.
Banker(s) to the Kotak Mahindra Bank Limited
Issue/ Sponsor
Bank/ Refund
Bank/ Public
Issue Bank
Basis of Basis on which the Equity Shares will be Allotted to successful Bidders under the Issue and which is
Allotment described in “Issue Procedure” on page 331 of this Prospectus.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the Bidder
or as blocked in the ASBA Account, as the case maybe, upon submission of the Bid in the Issue.
Bid cum The Anchor Investor Application Form or the ASBA Form including through UPI mode (as applicable),
Application as the context requires.
Form
Bid Lot 90 Equity Shares and in multiple of 90 Equity Shares, thereafter.
Bid(s)/ Bidding An indication to make an offer during the Bid/Issue Period by an ASBA Bidder pursuant to submission of
the ASBA Form, or during the Anchor Investor Bid/Issue Period by the Anchor Investors, pursuant to
submission of Anchor Investor Application Form including through UPI mode (as may be applicable), to
subscribe to or purchase the Equity Shares of our Company at a price within the Price Band, including all
revisions and modifications thereto as permitted under the SEBI ICDR Regulations and in terms of the
Red Herring Prospectus and Bid cum Application form.
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Term Description
Bidder/ Any prospective investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the Bid
Applicant cum Application Form and unless otherwise stated or implied includes an ASBA Bidder and an Anchor
Investor.
Bidding Centers The centers at which the Designated Intermediaries shall accepted the Bid cum Application Forms i.e.
Designated Branches for SCSBs, Specified Locations for Members of the Syndicate, Broker Centers for
Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs.
Book Building The book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of which
Process the Issue is being made.
Book Running The book running lead manager to the Issue, being Unistone Capital Private Limited.
Lead Manager/
BRLM
Broker Centers Broker centers notified by the Stock Exchanges, where Bidders can submit the ASBA 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 ([Link] and [Link])
and are updated from time to time.
Confirmation of A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated
Allocation Note/ the Equity Shares, after the Anchor Investor Bid/ Issue Period.
CAN
Cap Price The higher end of the Price Band, ₹ 163 per Equity Share.
Client ID Client identification number maintained with one of the Depositories in relation to demat account.
Collecting A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is
Depository eligible to procure Bids at the Designated CDP Locations in terms of circular no.
Participant(s)/ CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list available on
CDP(s) the websites of BSE ([Link]) and NSE ([Link]).
Controlling Such branches of SCSBs which coordinate Bids under the Issue with the BRLM, the Registrar and the
Branches Stock Exchanges, a list of which is available on the website of SEBI at [Link]
Cut-off Price The Issue Price, that is ₹ 163 per Equity Share finalized by our Company in consultation with the BRLM.
Only Retail Individual Bidders (subject to the Bid Amount being up to ₹200,000) were entitled to Bid at
the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional Bidders were not entitled to
Bid at the Cut-off Price.
Demographic Details of the Bidders including the Bidder’s address, name of the Bidder’s father/ husband, investor status,
Details occupation, bank account details and UPI ID wherever applicable.
Designated CDP Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.
Locations
The details of such Designated CDP Locations, along with names and contact details of the Collecting
Depository Participants eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges. ([Link] and [Link]).
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public
Issue Account or the Refund Account, as the case may be, and the instructions are issued to the SCSBs (in
case of RIBs using UPI mechanism, instruction issued through the Sponsor Bank) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue Account or the Refund Account,
as the case may be, after the Prospectus is filed with the RoC.
Designated The Members of the Syndicate, sub-syndicate or agents, SCSBs (other than RIBs using the UPI
Intermediary(ies mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application
) Forms from the Bidders, in relation to the Issue.
Designated Such locations of the RTAs where Bidders, except Anchor Investors submitted the ASBA Forms to RTAs.
RTA Locations
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
([Link] and [Link]), as updated from time to time.
Designated Such branches of the SCSBs which collected the ASBA Forms submitted by ASBA Bidders, a list of which
SCSB Branches is available on the website of SEBI at
[Link] updated from
time to time, or at such other website as may be prescribed by SEBI from time to time.
Designated BSE Limited
Stock Exchange
DP ID Depository Participant’s identity number
Eligible NRI(s) NRI eligible to invest under Schedule III and Schedule IV of the FEMA Rules, 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 will constitute an invitation to purchase the
Equity Shares.
Equity Listing The listing agreements to be entered into by our Company with the Stock Exchanges in relation to our
Agreements Equity Shares.
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Term Description
Escrow The ‘no-lien’ and ‘no-interest bearing’ account(s) opened for the Issue with the Escrow Collection Bank
Account(s) and in whose favour the Bidders (excluding ASBA Bidders) may issue or transfer money through direct
credit/ NACH/ NEFT/ RTGS in respect of the Bid Amount when submitting a Bid.
Escrow Agreement dated October 8, 2021 entered into by our Company, the Registrar to the Issue, the BRLM, the
Agreement Escrow Collection Bank(s), the Sponsor Bank 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
Escrow Banks which are clearing members and registered with SEBI as bankers to an issue and with whom Escrow
Collection Bank Account(s) will be opened, in this case being Kotak Mahindra Bank.
First Bidder/ The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in case
Sole Bidder of a joint Bid and whose name appeared 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, ₹ 161 per Equity Share.
Fugitive An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Economic Offenders Act, 2018
Offender
General The General Information Document for investing in public issues prepared and issued in accordance with
Information the circular no. SEBI / HO / CFD / DIL1 / CIR / P / 2020 / 37 dated March 17, 2020 and the circular no.
Document/ GID SEBI / HO / CFD / DIL2 / CIR / P / 2020 / 50 dated March 30, 2020, as amended by SEBI from time to
time and the UPI Circulars. The General Information Document is available on the websites of the Stock
Exchanges and the BRLM.
Issue The agreement dated August 7, 2021 between our Company and the BRLM, pursuant to which certain
Agreement arrangements are agreed to in relation to the Issue.
Issue Price ₹ 163 per Equity Share, being the final price (within the Price Band) at which the Equity Shares was
Allotted to successful Bidders (other than Anchor Investor) in terms of the Red Herring Prospectus and
this Prospectus. Equity Shares was Allotted to Anchor Investors at the Anchor Investor Issue Price in terms
of the Red Herring Prospectus and this Prospectus. The Issue Price was decided by our Company in
consultation with the Book Running Lead Manager on the Pricing Date in accordance with the Book
Building Process and the Red Herring Prospectus. Unless otherwise stated or the context otherwise implies,
the term Issue Price refers to the Issue Price applicable to investors other than Anchor Investors.
Issue Proceeds The proceeds of the Issue which shall be available to our Company. For further information about use of
the Issue Proceeds, see “Objects of the Issue” on page 94 of this Prospectus.
Issue/ Issue Size Initial Public Offering of up to 76,95,000 Equity Shares of face value of ₹10 each of our Company for cash
at a price of ₹ 163 each, aggregating up to ₹ 12,542.85 lacs.
Maximum RIB The maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed by dividing
Allottees the total number of Equity Shares available for Allotment to RIBs by the minimum Bid Lot, subject to
valid Bids received at or above the Issue Price.
Monitoring Kotak Mahindra Bank
Agency
Monitoring Monitoring Agency Agreement dated October 12, 2021 entered into between our Company and the
Agency Monitoring Agency
Agreement
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996.
Mutual Fund 5% of the QIB Portion (excluding the Anchor Investor Portion), or 76,950 Equity Shares which was made
Portion available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received
at or above the Issue Price.
Net Proceeds Proceeds of the Issue less our Company’s share of Issue related expenses. For further information about
the Issue related expenses, see “Objects of the Issue” on page 94 of this Prospectus.
Net QIB Portion The QIB Portion less the number of Equity Shares Allotted to the Anchor Investors.
Non- All Bidders including category III FPI’s that are not QIBs (including Anchor Investor) or Retail Individual
Institutional Bidders, bidding in the QIB Portion or Retail Portion, if any respectively and who have Bid for the Equity
Bidders or NIIs Shares for an amount more than ₹ 200,000 (but not including NRIs other than Eligible NRIs).
Non- The portion of the Issue being not less than 15% of the Issue consisting of 11,54,250 Equity Shares* which
Institutional were made available for allocation to Non-Institutional Bidders on a proportionate basis, subject to valid
Portion Bids being received at or above the Issue Price.
*Subject to finanlisation of Basis of Allotment
Non-Resident A person resident outside India, who is a citizen of India or a person of Indian origin, and shall have the
Indian/ NRI meaning ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2000.
Non-Resident/ A person resident outside India, as defined under FEMA and includes a non-resident Indian, FPIs and
NR FVCIs.
Pre-Issue The pre-Issue advertisement dated October 25, 2021 published by our Company under Regulation 43 of
Advertisement the SEBI ICDR Regulations and Section 30 of the Companies Act, 2013 after filing of the Red Herring
Prospectus with the RoC, in all editions of Business Standard (a widely circulated English national daily
newspaper), all editions of Business Standard (a widely circulated Hindi national daily newspaper) and all
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Term Description
editions of Nava Telangana (a widely circulated Telugu newspaper, Telugu being the regional language of
Telangana where our Registered Office is located), each with wide circulation, respectively.
Price Band Price Band of a minimum price of ₹161/- per Equity Share (Floor Price) and the maximum price of ₹163/-
per Equity Share (Cap Price), including any revisions thereof.
The Price Band and minimum Bid Lot for the Issue was decided by our Company in consultation with the
BRLM and was advertised, at least two (2) Working Days prior to the Bid/Issue Opening Date, in all
editions of Business Standard (a widely circulated English national daily newspaper), all editions of
Business Standard (a widely circulated Hindi national daily newspaper) and all editions of Business
Standard (a widely circulated Telugu newspaper, Telugu being the regional language of Telangana where
our Registered Office is located), along with the relevant financial ratios calculated at the Floor Price and
at the Cap Price, and was made available to the Stock Exchanges for the purpose of uploading on their
respective websites.
Pricing Date The date on which our Company in consultation with BRLM finalised the Issue Price, November 8, 2021.
Promoters’ In terms of Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the post-Issue
Contribution Equity Share capital of our Company held by our Promoters which shall be considered as Promoters’
contribution and locked in for a period of three years from the date of allotment.
Prospectus This Prospectus dated November 8, 2021 to be filed with the RoC on or after the Pricing Date in accordance
with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the
Issue Price that is determined through the Book Building Process, the size of the Issue and certain other
information, including any addenda or corrigenda thereto.
Public Issue The ‘no-lien’ and ‘no-interest bearing’ account to be opened under Section 40(3) of the Companies Act,
Account 2013, with the Public Issue Account Bank to receive monies from the Escrow Account(s) and ASBA
Accounts on the Designated Date.
Public Issue A bank which is a clearing member and registered with SEBI as a banker to an issue and with which the
Account Bank Public Issue Account for collection of Bid Amounts from Escrow Account(s) and ASBA Accounts has
been opened, in this case being Kotak Mahindra Bank.
QIB Bid Closing In the event our Company, in consultation with the BRLM, decides to close Bidding by QIBs one (1) day
Date prior to the Bid Closing Date, the date which is one (1) day prior to the Bid Closing Date; otherwise it shall
be the same as the Bid Closing Date.
QIB Portion/ The portion of the Issue (including the Anchor Investor Portion), being not more than 50% of the Issue or
QIB category 38,47,500 Equity Shares* which were made available for allocation to QIBs including the Anchor
Investors, subject to valid Bids being received at or above the Issue Price.
*Subject to finalization of Basis of Allotment
Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations.
Institutional
Buyers/ QIBs
Red Herring The Red Herring Prospectus dated October 22, 2021 issued in accordance with section 32 of the Companies
Prospectus/ Act, 2013 and the provisions of the SEBI ICDR Regulations, which did not have complete particulars of
RHP the price at which the Equity Shares will be offered and the size of the Issue.
Refund The ‘no-lien’ and ‘no-interest bearing’ account opened with the Refund Bank, from which refunds, if any,
Account(s) of the whole or part of the Bid Amount to Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) has been opened, in this case being Kotak
Mahindra Bank Limited.
Refunds through Refunds through NACH, Direct Credit, RTGS or NEFT, as applicable.
electronic
transfer of funds
Registered Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers and
Brokers Sub Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals, other than the
Members of the Syndicate and having terminals at any of the Broker Centres and eligible to procure Bids
in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012 and the UPI Circulars issued by SEBI.
Registrar The registrar agreement dated August 9, 2021 between our Company and the Registrar to the Issue in
Agreement relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue.
Registrar and The registrar and the share transfer agents registered with SEBI and eligible to procure Bids at the
Share Transfer Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
Agents/ RTAs 2015 and the UPI Circulars issued by SEBI as per the list available on the websites of BSE and NSE.
Registrar to the Bigshare Services Private Limited
Issue /Registrar
Retail Resident Individual Bidders submitting Bids, who have Bid for the Equity Shares for an amount not more
Individual than ₹ 200,000 in any of the bidding options in the Issue (including HUFs applying through their Karta)
Bidders(s)/ and Eligible NRIs.
Retail
Individual
Investor(s)/
RII(s)/ RIB(s)
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Term Description
Retail Portion The portion of the Issue being not less than 35% of the Issue comprising of 26,93,250 Equity Shares*
which was required to be made available for allocation to Retail Individual Bidders (subject to valid Bids
being received at or above the Issue Price), which was not less than the minimum Bid Lot subject to
availability in the Retail Portion, and the remaining Equity Shares to be Allotted on a proportionate basis.
*Subject to finalization of Basis of Allotment
Revision Form The 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) QIB Bidders and Non-Institutional Bidders were
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 could withdraw or revise their Bids until Bid/Issue Closing Date.
Self-Certified The banks registered with SEBI, offering services (i) in relation to ASBA (other than through UPI
Syndicate Banks mechanism), a list of which is available on the website of SEBI at
or SCSBs [Link] or
[Link] as applicable,
or such other website as updated from time to time, and (ii) in relation to ASBA (through UPI mechanism),
a list of which is available on the website of SEBI at
[Link] or such other
website as updated from time to time.
Specified Bidding Centres where the Syndicate shall accept ASBA Forms from the Bidders, a list of which is
Locations available on [Link] and updated from
time to time.
Sponsor Bank Kotak Mahindra Bank, being a Banker to the Issue registered with SEBI, appointed by our Company to
act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests
and/or payment instructions of the RIBs using the UPI.
Stock BSE Limited and National Stock Exchange of India Limited.
Exchanges
Syndicate The agreement dated September 30, 2021 entered into between the BRLM, the Syndicate Member, our
Agreement Company and Registrar to the Issue in relation to the collection of the ASBA Forms by the Syndicate
Members.
Syndicate Intermediaries registered with SEBI who are permitted to accept bids, applications and place orders with
Member respect to the Issue, in this case, Rikhav Securities Limited.
Systemically Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the SEBI
Important Non- ICDR Regulations.
Banking
Financial
Companies
TRS/ The slip or document issued by the Syndicate, or the SCSB (only on demand), as the case may be, to the
Transaction Bidder as proof of registration of the Bid.
Registration
Slip
Underwriters Unistone Capital Private Limited
Underwriting The agreement dated November 08, 2021 entered into among the Underwriters and our Company.
Agreement
UPI Unified Payment Interface.
Unified Unified Payment Interface is an instant payment system developed by National Payments Corporation of
Payment India, which enables merging several banking features, seamless fund routing and merchant payments into
Interface or UPI one hood. It allows instant transfer of money between any two persons’ bank accounts using a payment
address which uniquely identifies a persons’ bank account.
UPI Circulars / SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,2018, SEBI circular no.
SEBI UPI SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3,2019, SEBI circular no.
Circulars SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or notifications
issued by SEBI or any other governmental authority in this regard.
UPI Mandate A request (intimating the RIB by way of a notification on the UPI application and by way of a SMS
Request directing the RIB to such UPI application) to the RIB initiated by the Sponsor Bank to authorise blocking
of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in case of
Allotment.
UPI Mechanism Process for applications by RIBs submitted with intermediaries with UPI as mode of payment, in terms of
the UPI Circulars.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI PIN Password to authenticate UPI transaction.
9
Term Description
Wilful Defaulter A Company or person, as the case may be, categorized as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI,
including any company whose director or promoter is categorized as such.
Working Day 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/Issue Period, Term Description the term Working Day shall
mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai
are open for business; and (c) the time period between the Bid/Issue Closing Date and the listing of the
Equity Shares on the Stock Exchanges. Working Day shall mean all trading days of the Stock Exchanges,
excluding Sundays and bank holidays, as per the circulars issued by SEBI, including the UPI Circulars.
Term Description
AGM Annual General Meeting
AIF(s) Alternative Investment Funds
AS Accounting Standards issued by the Institute of Chartered Accountants of India
BSE BSE Limited
CAGR Compounded Annual Growth Rate.
Category I AIF AIFs which are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations.
Category II AIF AIFs which are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations.
Category III AIF AIFs which are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulation.
Category I FPI(s) FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations.
Category II FPI(s) FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations
Category III FPIs FPIs who are registered as Category III FPIs under the SEBI FPI Regulations, and shall include
all other FPIs 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.
CFO Chief Financial Officer
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CLRA Contract Labour (Regulation and Abolition) Act, 1970.
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 Companies Act, 2013, read with the rules, regulations, clarifications and modifications
thereunder.
Consolidated FDI Policy The consolidated FDI Policy, effective from August 28, 2017, issued by the Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India,
and any modifications thereto or substitutions thereof, issued from time to time.
CRAR Capital to Risk Asset Ratio
CSR Corporate social responsibility
Depository(ies) NSDL and CDSL, both being depositories registered with the SEBI under the Securities and
Exchange Board of India (Depositories and Participants) Regulations, 1996.
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, GoI
DP ID Depository Participant’s Identity Number
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Term Commerce and
Industry, Government of India (earlier known as the Department of Industrial Policy and
Promotion)
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
EGM Extraordinary General Meeting
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA
FDI Foreign direct investment
10
Term Description
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Rules The Foreign Exchange Management (Non-debt Instrument) Rules, 2019 duly amended
Financial Year/Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar year
and ending on March 31 of that particular calendar year
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations.
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of
India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI
GAAR General Anti-Avoidance Rules
GDP Gross Domestic Product
GoI / Government The Government of India
GST Goods and services tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act / ITAct Income Tax Act, 1961
Ind AS The Indian Accounting Standards referred to in the Companies (Indian Accounting Standard)
Rules, 2015, as amended
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
INR or ₹ or Rs. or Indian Indian Rupee, the official currency of the Republic of India.
Rupees
IPO Initial public offering
IRDAI Statutory body constituted under the Insurance Regulatory and Development Authority Act,
1999
IRR Internal rate of return
IST Indian Standard Time
Insolvency Code Insolvency and Bankruptcy Code, 2016
ISIN International Securities Identification Number
IT Information Technology
Lacs Lakhs
LIBOR London Inter-Bank Offer Rate
MCA The Ministry of Corporate Affairs, GoI
Mn / mn Million
MTPA Million Tonnes Per Annum
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NACH National Automated Clearing House, a consolidated system of ECS.
NAV Net Asset Value
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
NRO Non-resident ordinary account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB A company, partnership, society or other corporate body owned directly or indirectly to the
extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence
on October 3, 2003 and immediately before such date was eligible to undertake transactions
pursuant to general permission granted to OCBs under FEMA. OCBs are not allowed to invest
in the Issue.
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after tax
PIO Person of India Origin
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
Regulation S Regulation S under the Securities Act
RTI Right to Information, in terms of the Right to Information Act, 2005
11
Term Description
Rule 144A Rule 144A under the Securities Act
SCRA Securities Contract (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012
SEBI Depository Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996
Regulations
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
SEBI Ind AS Transition SEBI Circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016
Circular
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations Regulations, 2015
SEBI Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011
Securities Act The United States Securities Act of 1933.
STT Securities Transaction Tax
State Government The government of a state in India
Trademarks Act Trademarks Act, 1999
TDS Tax deducted at source
US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America
USA/ U.S./ US United States of America, its territories and possessions, any state of the United States of
America and the District of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
VAT Value Added Tax
VCFs Venture Capital Funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may
be
w.e.f. With effect from
Year/Calendar Year/CY Unless context otherwise requires, shall refer to the twelve month period ending December 31
Term Description
CARE CARE Advisory Research and Training Limited
CII Confederation of Indian Industry
COVID-19 Coronavirus disease 2019
F&B Food and Beverage
FG Food & Grocery
FRP Real Estate and Professional services
GDP Gross Domestic Product
GVA Gross value added
IFPMA International Federation of Pharmaceutical Manufacturers and associations
IIP Index of Industrial Production
IMF The International Monetary Fund
IPI The Indian Pharmaceutical Industry
MCC Microcrystalline Cellulose
OPEC Organisation of the Petroleum Exporting Countries
R&D Division Research and Development division
THTCB Trade, Hotels, Transport and Communication services
USD United States Dollar
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of Articles of Association”,
“Statement of Tax Benefits”, “Industry Overview”, “Key Industrial Regulations and Policies”, “Financial
Information”, “Outstanding Litigation and Material Developments” and “Issue Procedure” on pages 354, 133,
136, 177, 229, 293 and 331 respectively of this Prospectus, will have the meaning ascribed to such terms in these
respective sections.
12
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references to “India” contained in this Prospectus are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GoI”, Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless
indicated otherwise, all references to a year in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus.
Financial Data
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Prospectus have been derived from our Restated Consolidated Financial Information. For further information,
please see the section titled “Financial Information” on page 229 of this Prospectus.
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 twelve (12) month period ended on
March 31 of that year.
The Restated Financial Statements of our Company and its Subsidiary for the quarter ended June 30, 2020 and
2021 and for the Financial Years ended March 31, 2021, March 31, 2020 and March 31, 2019 which comprise
restated consolidated summary statement of assets and liabilities, the restated consolidated summary statement of
profit and loss, the restated consolidated summary statement of cash flow and restated consolidated summary
statement of changes in equity together with the annexures and notes thereto and the examination report thereon,
as compiled from the Indian Accounting Standard (Ind AS) financial statements for respective period/year and in
accordance with the requirements provided under the provisions of the Companies Act, SEBI ICDR Regulations
and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.
There are significant differences between Ind AS, Indian GAAP, 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 Prospectus and it is urged
that you consult your own advisors regarding such differences and their impact on our financial data. Accordingly,
the degree to which the financial information included in this Prospectus will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the
Companies Act, Ind AS, the Indian GAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar
with Indian accounting policies and practices on the financial disclosures presented in this 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 Position and Results of Operations” on pages 23, 155
and 233 respectively, of this Prospectus have been calculated on the basis of the Restated Consolidated Financial
Statements of our Company, prepared in accordance with Ind AS, and the Companies Act and restated in
accordance with the SEBI ICDR Regulations.
In this 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 including percentage figures in “Risk Factors”, “Industry Overview”
and “Our Business” on pages 23, 136 and 155 respectively, of this Prospectus.
13
Currency and Units of Presentation
“Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
“USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
and
“Euro” or “€” are to Euros, the official currency of the European Union.
Our Company has presented all numerical information in this Prospectus in “lacs”/ “lakhs” units or in whole
numbers where the numbers have been too small to represent in lacs/lakhs. One lac/lakh represents 1,00,000 and
one million represents 10,00,000.
Exchange rates
This Prospectus contains conversions 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 Indian Rupee and other foreign currencies:
*Exchange rate as on March 29, 2019, as RBI reference rate is not available for March 30, 2019 and March 31, 2019 being
a Saturday and Sunday, respectively.
Unless stated otherwise, industry and market data used in this 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 Prospectus is reliable, it has not been independently verified by us, the BRLM or any of its 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 23, this
Prospectus. Accordingly, investment decisions should not be based solely on such information.
Certain information in “Industry Overview” and “Our Business” on pages 136 and 155, respectively of this
Prospectus has been obtained, derived or extracted from the industry report titled “Research Report on
Microcrystalline Cellulose (MCC) & Croscarmellose Sodium (CCS) Industry” prepared by CARE in the month
of August, 2021 which has issued the following disclaimer:
“This report is prepared by CARE Advisory Research and Training Limited (CART). CART has taken utmost care
to ensure accuracy and objectivity while developing this report based on information available in public domain.
However, neither the accuracy nor completeness of information contained in this report is guaranteed. CART
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.
14
CART is not responsible for any errors or omissions in analysis/inferences/views or for results obtained from the
use of information contained in this report and especially states that CARE (including all divisions) has no
financial liability whatsoever to the user of this product. This report is for the information of the intended recipients
only and no part of this report may be published or reproduced in any form or manner without prior written
permission of CART.”
In accordance with the SEBI ICDR Regulations, “Basis for Issue Price” on page 131 of this Prospectus includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we, nor the BRLM has independently verified such information.
The extent to which the market and industry data used in this 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 the business of our Company is conducted, and methodologies
and assumptions may vary widely among different industry sources.
15
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements. All forward-looking statements are subject to risks, uncertainties, expectations and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement. These forward-looking statements, whether made by us or a third party, are based on
our current plans, estimates and expectations and actual results may differ materially from those suggested by
such forward-looking statements.
Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to and including, regulatory changes pertaining to the industries
in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy,
our growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies
of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or
other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
regulations and taxes and changes in competition in the industries in which we operate.
Certain important factors that could cause actual results to differ materially from our Company’s expectations
include, but are not limited to, the following:
16
Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or non-
compliance with and changes in, safety, health and environmental laws and other applicable regulations,
may adversely affect our business, financial condition, results of operations and prospects.
For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” beginning on pages 23, 155 and 233, respectively, of this Prospectus. By their nature,
certain market risk disclosures are only estimates and could be materially different from what actually occurs in
the future. As a result, actual gains or losses could materially differ from those that have been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.
Forward-looking statements reflect current views as of the date of this Prospectus and are not a guarantee of future
performance. These statements are based on our 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. Neither our Company, our Directors, the
Promoters, the Syndicate nor any of their respective affiliates have any obligation 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 ICDR Regulations, our Company, the Promoters and the Book Running Lead
Manager will ensure that the Bidders in India are informed of material developments until the time of the grant of
listing and trading permission by the Stock Exchanges for the Issue.
17
OFFER DOCUMENT SUMMARY
The following is a general summary of the terms of the Offer. This summary should be read in conjunction with
and is qualified in its entirety by, the more detailed information appearing elsewhere in the Red Herring Prospectus
and this Prospectus, including the sections entitled “Risk Factors”, “Industry Overview”, “Outstanding Litigation
and Material Developments”, “Our Promoters and Promoter Group”, “Financial Statements”, “Objects of the
Issue”, “Our Business”, “Issue Procedure” and “Description of Equity Shares and Terms of Articles of
Association” on pages23, 136, 293, 219, 229, 94, 155, 331 and 354, respectively.
1. Summary of Industry
The global MCC market size is forecast to reach USD 1.4 billion by CY 2025, growing ata CAGR of 7.25%
during CY 2020-2025. The growth of the microcrystalline cellulose market is mainly driven by the rising
demand for packaged food and the growing production of pharmaceutical and cosmetic and personal care
products.
The global CCS market during CY 2019 & CY 2020 is USD 76.46 & USD 81.96 million, estimated atUSD
87.86 million in CY 2021 and is projected to reach at USD 116.04 million by CY 2025, registering a CAGR of
5.96 % from CY 2021 to CY 2025. The growth of the CCS market is primarilytriggered by the increasing demand
for processed food and growing production of pharmaceutical and cosmetic & personal care products.
Sigachi is a Manufacturer, Exporter and Supplier of Micro Crystalline Cellulose, Filter Aid Cellulose, etc. Our
Company manufactures high-quality cellulose-based excipients predominantly for the pharmaceutical,
supplement and food industries. Sigachi Industries Limited is one of the leading manufacturers of MCC in India.
For further details, please refer to the chapter titled “Industry Overview” on page 136 of this Prospectus.
2. Summary of Business
We are engaged in manufacturing of Microcrystalline Cellulose (“MCC”) which is widely used as an excipient
for finished dosages in the pharmaceutical industry and has varied applications in the food, nutraceuticals and
the cosmetic industries. We carry out our operations from three manufacturing units situated at Hyderabad,
Jhagadia and Dahej (Gujarat). We have also entered into operations and management agreements with Gujarat
Alkalies and Chemicals Limited (“GACL”) for operating and managing the manufacturing units owned by
GACL and for contract manufacturing of sodium chlorate, stable bleaching powder and poly aluminum chloride
in the said units.
For further details, please refer to chapter titled “Our Business” and the heading “Material Agreements - History
and Certain Corporate Matters” on pages 155 and 193 of this Prospectus.
3. Promoters
Rabindra Prasad Sinha, Chidambarnathan Shanmuganathan, Amit Raj Sinha and RPS Projects & Developers
Private Limited are the Promoters of our Company. For further details please see chapter titled “Our Promoters
and Promoter Group” beginning on page 219 of this Prospectus.
4. Issue
Initial Public Offer is of upto 76,95,000 Equity Shares of face value of ₹10 each of the Company for cash at a
price of ₹ 163 per Equity Share (including a share premium of ₹153 per Equity Share) aggregating upto ₹
12,542.85 lacs.
For further details, please see chapter titled “The Issue” beginning on page 61 of this Prospectus.
The Net Proceeds are proposed to be used in the manner set out in in the following table:
18
(₹in lacs)
Sr. No. Particulars Estimated amount
1. For expansion of production capacity for MCC at Dahej, Gujarat 2,815.82
2. For expansion of production capacity for MCC at Jhagadia, Gujarat 2,924.13
3. Funding capital expenditure to manufacture CCS at the Proposed Unit 3,229.87
4. General corporate purposes 2,043.03
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
For further details, please see chapter titled “Objects of the Issue” beginning on page 94 of this Prospectus.
Following are the details of the pre-Issue shareholding of Promoters and Promoter Group:
For further details, please see chapter titled “Capital Structure” on page 77 of this Prospectus.
Following are the details as per the Restated Consolidated Financial Information as at and for the Quarter ended
June 30, 2021and 2020 and the Financial Years ended on March 31, 2021, 2020 and 2019:
(₹ in lacs)
S. Particulars June 30, June 30, March 31, March 31, March 31,
No. 2021 2020 2021 2020 2019
1. Share Capital 768.25 768.25 768.25 768.25 307.30
2. Net Worth 10,323.87 7,058.97 9,419.94 6,458.52 4,488.27
3. Revenue from operations 5,495.39 4378.83 19,275.58 13,906.26 12,898.81
4. Profit after Tax 898.97 605.93 3,026.03 2,031.55 1,901.27
5. Earnings per Share^ 3.90 2.63 13.13 8.81 8.25
6. Net Asset Value per equity
share^ 44.79 30.62 40.87 28.02 19.47
7. Total borrowings
(Long term + current
maturities) 2559.11 2787.80 2092.70 3,037.94 2,519.11
a) Long term borrowings 180.68 235.57 188.68 190.99 123.40
Term Loans 170.17 209.44 177.04 164.60 92.08
Vehicle Loans 10.51 26.13 11.64 26.39 31.32
b) Current borrowings 2378.43 2552.23 1904.01 2,846.95 2,395.71
Working Capital loan 2323.54 2441.88 1830.82 2703.34 2202.57
Term Loans 39.27 91.04 52.36 125.05 174.27
Vehicle Loans 15.62 19.31 20.83 18.56 18.87
^as restated, divided by number of equity shares outstanding at the end of the year after giving retrospective effect of bonus issue of Equity
Shares on July 30, 2021
19
For further details, please refer the section titled “Financial Information” on page 229 of this Prospectus.
8. Auditor qualifications which have not been given effect to in the Restated Financial Information
The Restated Financial Information does not contain any qualification requiring adjustments by the Auditors.
A summary of the pending tax proceedings and other material litigations involving our Company, our Promoters
and our Directors is provided below:
20
For further details, please refer the chapter titled “Outstanding Litigations and Material Developments” on page
293 of this Prospectus.
Please see the chapter titled “Risk Factors” beginning on page 23 of this Prospectus.
Following are the details as per the Restated Consolidated Financial Information as at and for the Quarter ended
June 30, 2021 and the Financial Year ended on March 31, 2021, 2020 and 2019:
(₹ in lacs)
Particulars June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Demand notice from commissioner of central tax 559.21 559.21 559.21 --
(Service tax)
Outstanding Bank Guarantees 89.22 83.49 57.22 46.73
Total 648.43 642.70 616.43 46.73
For further details, please see the chapters titled “Restated Consolidated Financial Information- Annexure VI–
Notes to Financial Information- Note 35 - Contingent Liabilities, Claims, Commitments (to the extent not
provided for) and Other Disputes” at page 229 of this Prospectus.
Following are the details as per the Restated Consolidated Financial Information as at and for the Quarter ended
June 30, 2021 and 2020 and for the Financial Year ended on March 31, 2021, 2020 and 2019:
(₹ in lacs)
Nature of Name of the Quarter Quarter Year ended Year ended Year
Transaction related party ended June ended June 31st Mar 31st Mar ended
30, 2021 30, 2020 2021 2020 31st Mar
2019
R.P Sinha 13.20 12.00 48.00 67.28 56.25
S. 13.20 12.00 48.00 63.20 56.25
Chidambaranathan
Managerial Amit Raj Sinha 16.65 15.00 60.00 71.95 65.85
Remuneration Vijaykumar 3.00 3.00 12.00 12.00 12.00
Bhavsar
C. Bhavani 6.30 5.66 22.64 22.64 19.32
Shanmugam
Rent Amit Raj Sinha 4.31 3.60 14.96 13.17 5.94
Sales Sigachi US, Inc 784.16 679.06 2,599.56 1,140.80 826.16
For further details please refer “Restated Consolidated Financial Information –Annexure VI–Notes to Financial
Information- Note 34-Related Party Transactions” at page 256 of this Prospectus.
There are no financing arrangements whereby the Promoters, members of the Promoter Group, the Directors of
our Company and 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 this Prospectus.
14. Weighted Average Price of the Equity Shares acquired by our Promoters in the last one year preceding
the date of this Prospectus
The details of the weighted average price of the Equity Shares acquired by our Promoters in the last one year
preceding the date of this Prospectus is as follows:
21
No. of shares acquired in Weighted Average Price (in ₹)
Name of Promoters* last one year from the date
of this DRHP#
RPS Projects and Developers Private Limited 50,21,150 NIL
Chidambarnathan Shanmuganathan 12,93,890 NIL
Rabindra Prasad Sinha 10,14,560 NIL
Amit Raj Sinha 8,63,540 NIL
*Pursuant to the certificate dated August 6, 2021 of M/s. T. Adinarayana & Co., Chartered Accountants
#After giving effect to the allotment of the bonus shares of face value of Rs. 10 issued pursuant to the Board resolution date d July 30, 2021
Our Company has not contemplated any issuance or placement of Equity Shares from the date of the Red Herring
Prospectus until the listing of the Equity Shares.
17. Issue of equity shares made in last one year for consideration other than cash
Following are the details of equity shares issued in the last one year for consideration other than cash or through
bonus:
The details of the free reserves, surplus and general reserves and share premium account of the Company prior to the
aforementioned bonus issue and post the bonus issue is reproduced below in tabular form:
(Rs. in lakhs)
Particulars Pre bonus issue Post bonus issue
Free reserves, surplus and general reserves 8147.21 6775.25
Securities premium account 164.54 Nil
Total 8311.75 6775.25
For further details, please refer to chapter titled ― “Capital Structure” on page 77 of this Prospectus.
No split or consolidation of equity shares has been made in the last one (1) year prior to filing of this Prospectus.
22
SECTION II–RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Prospectus, including the risks and uncertainties described below, before making an investment in the
Equity Shares. In making an investment decision, prospective investors must rely on their own examination of us
and the terms of the Issue including the merits and risks involved. The risks described below are not the only ones
relevant to us, our Equity Shares, the industry or the segment in which we operate. Additional risks and
uncertainties, not presently known to us or that we currently deem immaterial may arise or may become material
in the future and may also impair our business, results of operations and financial condition. If any of the following
risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business,
results of operations, cash flows and financial condition could be adversely affected, the trading price of our
Equity Shares could decline, and as prospective investors, you may lose all or part of your investment. You should
consult your tax, financial and legal advisors about particular consequences to you of an investment in this Issue.
The financial and other related implications of the risk factors, wherever quantifiable, have been disclosed in the
risk factors mentioned below. However, there are certain risk factors where the financial impact is not
quantifiable and therefore, cannot be disclosed in such risk factors.
To obtain a complete understanding, you should read this section in conjunction with the sections “Industry
Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 136, 155 and 233 of this Prospectus, respectively. The industry-related information
disclosed in this section that is not otherwise publicly available is derived from a report titled “Research Report
on Microcrystalline Cellulose (MCC) & Croscarmellose Sodium (CCS) Industry” released in August, 2021
prepared by CARE Advisory Research & Training Limited (“CARE”). Neither our Company, nor any other
person connected with the Issue, including the BRLM, has independently verified the information in the industry
report or other publicly available information cited in this section.
This Prospectus also contains forward-looking statements that involve risks, assumptions, estimates 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, in the section titled
“Forward-Looking Statements” on page 16 of this Prospectus.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this section. Unless the context requires otherwise, the
financial information of our Company has been derived from the Restated Financial Information, prepared in
accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR Regulations.
Materiality:
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality of Risk Factors:
Some events may not be material individually but may be found material collectively;
Some events may have material impact qualitatively instead of quantitatively; and
Some events may not be material at present but may have a material impact in future.
The financial and other related implications of risks concerned, whether quantifiable have been disclosed in the
risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence,
the same has not been disclosed in such risk factors. The numbering of the risk factors has been done to facilitate
ease of reading and reference and does not in any manner indicate the importance of one risk over another.
In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding
off.
In this section, unless the context requires otherwise, any reference to “we”, “us” or “our” refers to Sigachi
Industries Limited.
The risk factors are classified as under for the sake of better clarity and increased understanding.
23
INTERNAL RISK FACTORS
1. Our commercial success is largely dependent upon our ability to develop and devise innovative grades of
cellulose based excipients. Our inability to innovate new products would make our existing product
portfolio redundant, which may have an adverse impact on the utility of our products resultantly
impacting our revenue and profitability. Further, if our competitors are able to produce better quality
products and improve the efficiency of their manufacturing processes thereby being able to offer their
products at lower prices, our revenues and profitability may decline.
We are engaged in manufacturing, marketing and supplying of microcrystalline cellulose (“MCC”) which
is widely used as an excipient for finished dosages in the pharmaceutical industry. Due to the inert non-
reactive and versatile nature of MCC, our product has varied applications in the pharmaceutical, food,
nutraceuticals and the cosmetic industries. Our Company manufactures MCC of various grades ranging from
15 microns to 250 microns, all of which are marketed by our Company under various brands. Our Company
is one of the leading manufacturers of MCC (cellulose based excipients) in India (Source: Research Report
on Microcrystalline Cellulose (MCC) & Croscarmellose Sodium (CCS) Industry). Since, we primarily
manufacture MCC, which is used in various industries mentioned above, it is imperative for our Research
and Development division (“R&D Division”) to continuously improve existing product portfolio and
develop innovative and diverse applications of MCC in various industries which would help us to increase
the outreach of our products and help us maintain and deepen our position in the market. We might have to
invest a large amount of our resources and funds in our R&D Division to ensure that we continue to provide
diverse application of our products to our customers and are able to meet their customized demands of our
products. We might have to allocate a major portion of the revenue or profits earned by our Company towards
upgradation and efficient functioning of our laboratories in our R&D Division, which may skew the resource
allocation from other business activities, and possibly impacting our revenues and profitability. Our
Company has spent an amount of ₹ 42.28 lacs ₹ 102.19 lacs, ₹ 82.64 lacs and ₹ 46.53 lacs towards R&D
expenditure during the Quarter ended June 30, 2021 and the Fiscals 2021, 2020 and 2019 respectively, and
which constituted 0.77% 0.52%, 0.59%, 0.36% of the total revenue from operations of our Company during
these Fiscals. Further, for the proposed expansion of our manufacturing units at Dahej and Jhagadia, our
Company proposes to procure QA/QC equipment totaling worth ₹ 186.21 lacs which shall be used for
analytical and R&D purposes.
Therefore, the commercial success of our business is highly dependent on our ability to develop products
which do not have a substitute in the industry and which makes our products unique and irreplaceable.
Further, there can be no assurance that the lack of demand from any one of these industries can be off-set by
sales to other industries in which our products find application. Our failure to effectively react to these
situations or to successfully introduce new variants or new applications for our existing products could
adversely affect our business, prospects, results of operations and financial condition.
2. Our Company is yet to place orders for 83.00% of the equipment, plant and machinery for expansion at
existing facilities situated at Dahej and Jhagadia as well as for installation at the Proposed Unit. Any
delay in placing orders or procurement of such plant and machinery may delay the schedule of
implementation and possibly increase the cost of commencing operations.
Our Company has received third party quotations for the equipment, plant and machinery proposed to be
installed at Dahej, Jhagadia, and the Proposed Unit (for details please refer to the chapter titled “Objects of
the Issue – Details of Objects of the Issue” on page 96 of this Prospectus). Although, we have identified the
type of equipment, plant and machinery proposed to be purchased from Net Proceeds, we are yet to place
orders for 83.00% of the total proposed equipment, plant and machinery amounting to approximately ₹
4,834.07 lacs. The cost of the proposed capital expenditure is based on the quotations received from third
party vendors and contractors and such quotations are subject to change due to various factors such as,
change in supplier of equipment, change in the government regulation and policies, change in management’s
view of desirability of the current plans, possible cost overruns, etc. We cannot assure that we will be able
to procure the equipment, plant and machinery in a timely manner and at the same price at which the
quotations have been received. Delay in procurement of the same can cause time and cost overrun in the
implementation of our proposed expansion of the manufacturing units and can also compel us to buy such
machineries at a higher price, thus causing the budgeted cost to vary. As a result, our business, financial
condition, results of operations and prospects could be materially and adversely affected.
24
3. Our Company is reliant on the demand from the pharmaceutical industry for a significant portion of our
revenue. Any downturn in the pharmaceutical industry or an inability to increase or effectively manage
our sales could have an adverse impact on our Company’s business and results of operations.
Our primary product MCC is used as a raw material in the pharmaceutical, food, nutraceuticals and the
cosmetic industries, with supplies to the pharmaceutical industry at approximately 75% of our revenues for
the quarter ended June 30, 2021 and for the Financial Years 2019, 2020 and 2021. Our revenues generated
with supplies to the pharmaceutical industry for the quarter ended June 30, 2021 and for the fiscals 2019,
2020 and 2021 are ₹3785.77 Lakhs, ₹8,914.65 lakhs, ₹9,637.41 lakhs and ₹13,181.26 lakhs respectively.
Our revenues are highly dependent on our customers from the pharmaceutical industry and the loss of any
of our customers from any industry which we cater to may adversely affect our sales and consequently on
our business and results of operations.
Further, in the event, there takes place a shift of practice of developing raw materials in-house in the
pharmaceutical industries or the other industries which we cater to, it may have an adverse impact on the
demand for our products. Similarly, in the event of any new breakthrough in the development of a novel
product or raw material by our competitors or customers, our products may become obsolete or be substituted
by such alternatives; thereby impacting our revenues and profitability adversely. It may also happen that our
competitors are able to improve the efficiency of their manufacturing process or their distribution or raw
materials sourcing process and thereby offer their similar or high-quality products at lower price our
Company may be unable to adequately react to such developments which may affect our revenues and
profitability.
4. We highly depend on our major raw materials and a few key suppliers who help us procure the same. Our
Company has not entered into long-term agreements with its suppliers for supply of raw materials. In the
event we are unable to procure adequate amounts of raw materials, at competitive prices our business,
results of operations and financial condition may be adversely affected.
Our Company is engaged in the business of manufacturing MCC of various grades and wood pulp in the
form of wood pulp sheets is used as the primary raw material during our manufacturing process. Therefore,
we are highly dependent on wood pulp sheets and it forms the most important and primary component of
our manufacturing process. We majorly import wood pulp sheets from Canada, South Africa, Thailand,
Indonesia and America. Our top five suppliers accounted for 73.74%, 65.98%, 75.46% and 77.92% of our
expenses towards the purchase of raw materials for the quarter ended June 30, 2021 and for the Fiscals 2021,
2020 and 2019, respectively. The expenses mentioned above were ₹2423.76 Lakhs, ₹6,202.51 lakhs,
₹5,852.28 lakhs and ₹5,719.67 lakhs for the quarter ended June 30, 2021 and for the Fiscals 2021, 2020 and
2019 respectively. Thus, if we experience significant increase in demand, or need to replace an existing
supplier, we cannot assure you that we will be able to meet such demand or find suitable substitutes, in a
timely manner and at reasonable costs, or at all. Further, in view of the ongoing pandemic, wherein partial
or complete lockdown and various travel restrictions have been imposed in various countries, we may not
be able to procure adequate amount of raw materials for our business.
As mentioned in the earlier risk factor, pharmaceutical industry constitutes major portion of our revenues.
The pharmaceutical products qualify as essential commodities, therefore generally their demand has not been
deterred by the ongoing pandemic and the nationwide lockdown imposed by various governments. In view
of the above, we will have to source adequate raw materials for all of our manufacturing units to cater to the
consistent demand of our pharmaceutical customers. Furthermore, the demand of the pharmaceutical
products is seeing an increasing demand due to the health crisis caused by the pandemic, since our products
are used as excipients for finished dosages in the pharmaceutical industry, the demand of our products is
also likely to rise. In the event, due to logistical glitches and restrictions on crossing state and country borders
imposed by various governments, we are not be able to procure the required amount of raw materials, we
might not be able to efficiently satisfy the demand of our customers. Even if we are able to procure the
required amount of raw materials in the backdrop of the global pandemic, we cannot assure you that we will
be able to do so in a cost effective manner, which may impact our pricing and profitability.
We depend on a number of suppliers for procurement of raw materials required for manufacturing our
products. In the Quarter ended June 30, 2021 and the Fiscals 2021, 2020 and 2019, our cost of raw material
consumed amounted to ₹ 2,496.89 lakhs, ₹9,791.14 lakhs, ₹7,403.26 lakhs and ₹7,024.75 lakhs respectively.
This amounted to 45.30% 49.95%, 51.43% and 52.87% of our total revenue respectively. Our Company
maintains a list of registered and unregistered suppliers from whom we procure the materials on order basis
25
as per our internal demand projections. We have not entered into long term contracts with our suppliers and
prices for raw materials are normally based on the quotes we receive from various suppliers. Since we have
no formal arrangements with our suppliers, they are not contractually obligated to supply their products to
us and may choose to sell their products to our competitors. Non-availability or inadequate quantity of raw
material or use of substandard quality of the raw materials in the manufacture of our products, could have a
material adverse effect on our business. Further, any discontinuation of production by these suppliers or a
failure of these suppliers to adhere to the delivery schedule or the required quality and quantity could hamper
our manufacturing schedule. There can be no assurance that strong demand, capacity limitations or other
problems experienced by our suppliers will not result in occasional shortages or delays in their supply of raw
materials to us. Further, we cannot assure you that our suppliers will continue to be associated with us on
reasonable terms, or at all. Since our suppliers are not contractually bound to deal with us exclusively, we
may face the risk of our competitors offering better terms to such suppliers, which may cause them to cater
to our competitors alongside us.
Further, the amount of raw materials procured and the price, at which we procure such materials, may
fluctuate from time to time. In addition, the availability and price of our raw materials may be subject to a
number of factors beyond our control, including economic factors, seasonal factors, environmental factors
and changes in government policies and regulations, including those relating to the excipient industry in
general. We cannot assure you that we will always be able to meet our raw material requirements at prices
acceptable to us, or at all, or that we will be able to pass on any increase in the cost of raw materials to our
customers. Further, we also cannot assure you with a reasonable certainty that the raw materials that we
would procure in the future will not be defective. In the absence of formal agreements, should we receive
any defective raw materials, we may not be in a position to recover any advance payments made or claim
compensation from our suppliers consequently increasing the manufacturing costs and/or reducing the
realization of our finished products. Any inability on our part to procure sufficient quantities of raw materials,
on commercially acceptable terms, may lead to a decline in our sales volumes and profit margins which
could adversely affect our business, results of operations and financial condition.
5. We intend to utilize a portion of the Net Proceeds for setting up an additional production unit at Kurnool,
Andhra Pradesh. We are yet to place orders for plant and machinery and apply for requisite government
approvals for the proposed manufacturing unit. Any delay in undertaking such and not adhering to the
schedule of implementation could have an adverse effect on our business growth and prospects and results
of operations.
We intend to utilize a portion of the Net Proceeds to fund capital expenditure to manufacture CCS at the
Proposed Unit at Kurnool, Andhra Pradesh. The company would also need to incur costs of setting up of the
unit. Such site development expenditure such as civil construction, consultation charges, fabrication items,
pipe lines, and other allied costs shall be incurred by the company from internal accruals. A part of the net
proceeds is proposed to be utilized toward Equipment, Storage Tanks, SILO, Pumps and Electrical costs.
As on the date of this Prospectus, our Company has received provisional allotment of the plot on leasehold
basis from the Andhra Pradesh Industrial Infrastructure Corporation Limited for setting up a “Pharma/
Biotech Unit”. We are yet to place orders for 100% of the equipment, plant and machinery to be purchased
for the proposed unit. Further, we are in the process of applying for requisite government approvals for the
proposed unit. We have not entered into any definitive agreements to utilize the net proceeds of the Issue
and have relied on the quotations received from third parties for estimation of the costs as disclosed in chapter
“Objects of the Issue – Funding Capital Expenditure at the Proposed Unit at Kurnool” on page 122 of this
Prospectus. Our Company, depending on various factors, will finalise the suppliers for the proposed unit
which may not be the same from whom the quotations were obtained. While we have obtained the quotations
from different vendors in relation to the equipment, plant and machinery, most of these quotations are valid
for a certain period of time and may be subject to revisions. We cannot assure that we will be able to procure
plant, machinery and equipment within the cost indicated by such quotations and set up a manufacturing
facility as per our tentative schedule of implementation. Any cost overrun due to our failure to purchase
equipment, plant and machinery within our budget could adversely impact our financial condition
temporarily and also delay our growth prospects.
26
6. We depend on a few customers of our products, for a significant portion of our revenue, and any decrease
in revenues or sales from any one of our key customers may adversely affect our business and results of
operations.
Our Company is engaged in the business of manufacturing MCC and its various grades for sale to various
end users, merchants, distributors and exporters. For the quarter ended June 30, 2021 and for the fiscals
2021, 2020 and 2019, Rs. 2,857.69, Rs. 9008.41 lakhs, Rs. 5325.38 lakhs and Rs. 5306.53 lakhs were derived
from our top five customers, respectively. These amounts derived from our top five customers, were 53.13%,
47.93%, 38.36% and 41.49%, respectively, of our revenue from operations. As of June 30, 2021, based on
management estimates, the revenue from the pharmaceutical, food, nutraceuticals and the cosmetic industries
was Rs. 3,785.77 lakhs, Rs. 504.77 lakhs, Rs. 504.77 lakhs and Rs. 252.38 lakhs respectively, that accounts
for 75%, 10%, 10% and 5% respectively of our revenues. Our business operations are highly dependent on
our customers, especially from the pharmaceutical industry which we cater to and the loss of any of our
customers from any industry which we cater to may adversely affect our sales and consequently on our
business and results of operations.
While we typically have long term relationships with our customers, we have not entered into long terms
agreements with our customers and the success of our business is accordingly significantly dependent on us
maintaining good relationships with our customers and suppliers. The actual sales by our Company may
differ from the estimates of our management due to the absence of long-term agreements. The loss of one or
more of these significant or key customers or a reduction in the amount of business we obtain from them
could have an adverse effect on our business, results of operations, financial condition and cash flows. We
cannot assure you that we will be able to maintain historic levels of business and/or negotiate and execute
long term contracts on terms that are commercially viable with our significant customers or that we will be
able to significantly reduce customer concentration in the future.
Further, neither do we have any exclusive agents, dealers, distributors nor have we entered into any
agreements with any of the market intermediaries for selling or marketing our products. If there occurs any
change in the market conditions, requirements of our customers, or if we fail to identify and understand
evolving industry trends, preferences or fail to meet our customers’ demands, it might have a direct impact
on our revenue and customer base. The inability to procure new orders on a regular basis or at all may
adversely affect our business, revenues, cash flows and operations.
7. The commercial success of our products depends to a large extent on the success of the products of our
end use customers. If the demand for the end use products in which our products are used as a raw
material decline, it could have a material adverse effect on our business, financial condition and results
of operations.
The products manufactured and supplied by us are primarily utilized as an excipient for the finished products
manufactured in the pharmaceutical, food, nutraceuticals and cosmetic industry. For instance, HiCel DG, a
grade of MCC is used in the pharmaceutical products to provide superior compatibility and robustness with
low bulk density to the end use dosage, HiCel CE 15 another grade of MCC manufactured by us is used as
a raw material in the food industry to provide creamier texture to the end use product. For further details,
please refer to the chapter titled “Our Business –Products” at page 162 of this Prospectus.
The demand of our products is directly proportional to the demand of the products of our customers who use
our products in their manufacturing process. Therefore, the commercial success of our business is highly
dependent on the commercial viability, demand and success of the end use products of our customers. Any
downturn in the demand of such products could have a direct impact on the demand of our products and our
business operations. Any disturbance in the industry in which our customers supply their end use products
could adversely impact our business due to our high dependence on our customers. A reduction in the
demand, development and production activities in the industries in which the end use products of our
customers are supplied to, may correspondingly cause a decline in the demand for our products due to a
slump in the business activities of our customers. Alternatively, in the event our customers are able to devise
a manufacturing process without our product forming a part of their process or if our customers are able to
find a cheaper alternative for our products, it may conversely result in a reduction in the demand of our
products and have a material adverse effect on our business, financial condition and results of operations.
We cannot assure you that we will be able to devise an end use application of our products or diversify the
application of our products to such an extent that failure of one industry will not hamper the business
27
operations of our products. We also cannot assure you that we will be able to manufacture such products
which would be irreplaceable. Our failure to effectively react to these situations or to successfully introduce
new products or new applications for our existing products could adversely affect our business, prospects,
results of operations and financial condition.
8. We may face several risks associated with the proposed expansion of our existing manufacturing facilities
and for manufacturing of CCS at the Proposed Unit, which could hamper our growth, prospects, cash
flows and business and financial condition.
We intend to utilize the Net Proceeds of this Issue to enhance the production capacity of our products by
increasing the existing capacity of our Unit II and Unit III and for manufacturing of CCS at the Proposed
Unit. For further details, please refer to the chapter titled “Object of the Issue – Details of Object of the Issue”
at page 96 of this Prospectus.
During the process of expansion of production facilities at Unit II and Unit III as well as installation of
production facilities at the Proposed Unit, we may face several difficulties such as cost overruns or delays
for various reasons, including, but not limited to, our financial condition, changes in business strategy and
external factors such as market conditions, competitive environment and interest or exchange rate
fluctuations, changes in design and configuration, increase in input costs of construction materials and labour
costs, incremental preoperative expenses, taxes and duties, start-up costs, interest and finance charges,
working capital margin, environment and ecology costs and other external factors which may not be within
the control of our management. Due to the on-going pandemic and the lockdown imposed by various State
and Central Governments and in view of the current scenario we cannot assure you that we will be able to
enhance our production capacity without facing delays or time and cost overruns.
Any delay in the aforementioned expansion of the production capacities, could lead to revenue loss for our
Company. Further, our expansion plan may be subject to delays and other risks, which may be caused due
to certain other unforeseen events, such as unforeseen engineering or technical problems, disputes with
workers, unanticipated cost increases or changes in scope and delays in obtaining certain property rights and
government approvals and consents. While we may seek to minimize the risks from any unanticipated events,
it cannot be assured that all potential delays could be mitigated and that we will be able to prevent any cost
and time over-runs and any loss of profits resulting from such delays, shortfalls and disruptions.
Further, the budgeted cost may prove insufficient to meet the requirements of the proposed capital
expenditure due to, among other things, cost escalation, which could drain our internal cash flows or compel
us to raise additional capital, which may not be available on terms favorable to us or at all. We cannot assure
that we will be able to complete the aforementioned expansion in accordance with the proposed schedule of
implementation and any delay in setting up such plants in a timely manner, or at all, could have an adverse
impact on our growth, prospects, cash flows and business and financial condition.
We also cannot assure you that we will be able to receive the approvals for the expansion of the production
facilities in Unit II and Unit III and the installation of production facilities in the Proposed Unit in a timely
manner. If we are not able to receive the required approvals at all or if there is a delay in receiving the same,
all other operations, which are to be undertaken for the completion of the expansion might also be delayed.
The quotations for plant and machinery and civil works received by us from various vendors and contractors
might expire and we may be compelled to purchase the same at a higher cost. Our financial condition, results
of operations and liquidity would be materially and adversely affected if our project or construction costs
materially exceed such budgeted amounts. For further details, please refer to chapters titled ― “Objects of
the Issue” and “Our Business” on pages 94 and 155, respectively of this Prospectus.
9. Our Company has experienced negative cash flow in the past 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, investing and financing activities in the
past, the details of which are provided below:
(₹ in lacs)
Particulars June 30, June 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019
Net Cash Flow from/(used in) (355.70) 570.75 2,955.11 1,213.86 1,445.88
Operating Activities
28
Particulars June 30, June 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019
Net cash generated from/(used in) (596.20) (138.23) (1,143.23) (682.41) (595.93)
investing activities
Net Cash Flow from/(used in) 461.56 (293.88) (1,069.22) 314.29 (893.42)
Financing Activities
The Company has suffered negative net cash flow in the financial year ended March 31, 2019 amounting to
Rs. 43.47 lakhs. We hereby confirm that the Company suffered negative cash flow due to repayment of
certain long term and short term capital loans amounting to Rs. 508.77 lakhs. It is further clarified that despite
having a negative net cash flow, the Company’s net cash flow from operating activities for the same period
was Rs. 1,445.88 lakhs.
We may incur negative cash flows in the future which may have a material adverse effect on our business,
prospects, results of operations and financial condition.
10. Our Company has received a Demand Notice from Saffron Capital Advisors Private Limited, under the
Insolvency and Bankruptcy Code, 2016 and is in the process of filing Company Petition before the
Hon’ble National Company Law Tribunal, Hyderabad Bench at Hyderabad.
In and around March 2019 the Company had engaged the services of Saffron Capital Advisors Private
Limited (“Saffron”) to act as the Book Running Lead Manager in the proposed initial public offering of the
Company. On September 27, 2020 the Company had filed its DRHP (“old DRHP”), however the Company
was desirous of increasing the Issue Size and accordingly resolved to appoint a new Book Running Lead
Manager. Subsequently the old DRHP was withdrawn on July 27, 2021. On August 2, 2021 Saffron
addressed a letter demanding professional fees for marketing activities conducted by them.
On September 2, 2021 Saffron sent a Demand Notice (invoice demanding payment) under the Insolvency
and Bankruptcy Code, 2016 to our Company and had claimed an amount of Rs. 790 lacs (inclusive of GST).
Our Company had replied to the Demand Notice by way of a letter dated September 9, 2021 denying all
allegations and averments.
As per the Engagement letter the Company was liable to make payment towards Issue Management at stage
wise tranches. The Company has thus made payment towards accrued amounts towards all the invoices
raised by Saffron in line with the stage wise tranches for filing of the old DRHP without any demur or protest.
However, Saffron is claiming the above additional amount towards marketing and underwriting fees which
would have only been payable on the successful completion of the IPO. Thus, since the old DRHP was
withdrawn by both the Company and Saffron and the IPO on the basis of the same did not come to be, the
above additional amount demanded is untenable and frivolous. However, we cannot assure that the Company
would not be held liable by the courts. In the event that the Company may be held liable, it may be required
to pay a claim amount decided by the court. However, such claim amount would not have a material impact
on the business operations or financials of our Company. Saffron has filed a Company Petition bearing no.
C.P. (IB) – 269/2021 before the Hon’ble National Company Law Tribunal, Hyderabad. The Company
Petition was registered on October 7, 2021. As on date of filing this Prospectus, the matter has not yet been
listed for hearing.
11. Our wholly owned Subsidiary has incurred losses in the past.
Our Subsidiary has incurred losses in the past, details of which are as under:
(in USD)
Name of the entity Profit/(Loss)
June 30,2021 March 31, 2021 March 31, 2020 March 31, 2019
Sigachi US Inc 54,948 2,70,752 9,210 (77,250)
There can be no assurance that our Subsidiary will not incur losses in any future periods, or that there will
not be an adverse effect on our reputation or business as a result of such losses. Such losses incurred by our
Subsidiary may be perceived adversely by external parties such as customers, bankers, and suppliers, which
may affect our reputation.
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12. Our Subsidiary had a negative Net Worth in the past
Our Subsidiary, Sigachi US., Inc. had negative Net Worth in the past due to losses incurred as stated in the
earlier risk factor, details of which are provided below:
(in USD)
Name of the entity Net Worth
June 30,2021 March 31, 2021 March 31, 2020 March 31, 2019
Sigachi US., Inc. 1,79,977 1,26,529 (1,32,509) (1,47,019)
Although our Subsidiary has a positive Net Worth as of March 31, 2021, there can be no assurance that our
Subsidiary will continue to maintain a positive Net Worth in the future.
13. We cannot assure you that the proposed expansion of our existing manufacturing facilities at Unit II and
Unit III situated at Dahej and Jhagadia respectively, and manufacturing of CCS at the Proposed Unit
will become operational as scheduled, or at all, or operate as efficiently as planned. If we are unable to
commission our new facilities in a timely manner or without cost overruns, it may adversely affect our
business, results of operations and financial condition.
We intend to utilise the proceeds of this Issue amounting to ₹8,969.82 lacs to expand our existing
manufacturing facilities at Unit II and Unit III situated at Jhagadia and Dahej respectively, and to
manufacture CCS at the Proposed Unit as per the proposed schedule of implementation (for further details,
please refer to “Objects of the Issue – Proposed Schedule of Implementation” on page 126). Our expansion
plan may be subject to delays and other risks, among other things, unforeseen engineering or technical
problems, disputes with workers, force majeure events, unanticipated cost increases or changes in scope and
delays in obtaining certain property rights and government approvals and consents. Additionally, we may
face risks in commissioning the proposed facilities including but not limited to, delays in the construction or
for other unknown reasons, our proposed facilities do not function as efficiently as intended, or utilisation
of the proposed facilities is not optimal, we may not be able to take additional orders to produce anticipated
or desired revenue as planned any of which could result in delays, cost overruns or the termination of the
plan for expansion of our manufacturing units.
In the event of any delay in the schedule of implementation or if we are unable to complete the proposed
expansion as per the scheduled time, it could lead to revenue loss. While we may seek to minimize the risks
from any unanticipated events, it cannot be assured that all potential delays could be mitigated and that we
will be able to prevent any cost over-runs and any loss of profits resulting from such delays, shortfalls and
disruptions. As a result, our business, financial condition, results of operations and prospects could be
materially and adversely affected. For further details, please refer to the chapter titled ― “Objects of the
Issue” on page 94 of this Prospectus.
14. Our business and prospects may be adversely affected if we are unable to maintain and grow the image
of our brands. Further, our Company vide a deed of assignment has assigned majority of our trademarks
to Amit Raj Sinha Family Trust, one of our promoter group entities. In the event, any actions of our
Company qualify as a breach of any of the clauses of this deed, it could have a material impact on our
goodwill, business operations, financial condition and results of operations.
Our Company has created a brand presence with our brands such as “HiCel”, “AceCel”, “BARETab”,
“CosmoCel”, etc. For further details of our brands and the trademarks of our Company, please refer to the
chapters titled “Our Business - ‘Intellectual Property Rights’” and “Government and other Statutory
Approvals - ‘Intellectual Property Related Approvals’” on pages 171 and 309 of this Prospectus.
We sell our products under our brands, which we believe are well recognized, have been developed to cater
to customers and have contributed to the success of our business in the market for excipients. We believe
our brand’s image serve in attracting customers to our products in preference over those of our competitors.
Maintaining and enhancing the recognition and reputation of these brands is critical to our business and
competitiveness. Many factors, some of which are beyond our control, are important for maintaining and
enhancing our brands, including maintaining or improving customer satisfaction and the popularity of our
products and increasing brand awareness through brand building initiatives. In particular, from time to time
we launch new grades of MCC with diverse applications, and if any of those products do not meet standards
for quality and performance or customers’ subjective expectations, our brand reputation and the sales of our
products may be impacted. If we fail to maintain our reputation, enhance our brand recognition or increase
30
positive awareness of our products, or the quality of our products declines, our business and prospects may
be adversely affected.
Furthermore, our Company has entered into a deed of assignment dated April 4, 2019 with Amit Raj Sinha
Family Trust, one of our promoter group entities (hereinafter referred to as the “Assignee”). Vide this deed
of assignment, our Company on receiving a consideration of ₹2.40 lacs from the Assignee has assigned the
majority of our trademarks to the Assignee which were registered in our name or in the name of Sigachi
Plasticisers Private Limited, which is now amalgamated with our Company. The details of the assigned
trademarks can be seen in the chapters titled, “Our Business-‘Intellectual Property Rights’” and
“Government and other Statutory Approvals- ‘Intellectual Property Related Approvals’” on pages 171 and
309 of this Prospectus. By way of a supplemental deed dated September 14, 2020 to the Deed of Assignment
dated April 4, 2019, our Company can make unrestricted, non-exclusive, non-transferable, non-sub
licensable non royalty bearing use of the trademarks mentioned therein for a period of five years until March
31, 2025, without payment of any royalty or any other monetary consideration. However, the Board of our
Company on the recommendation of Audit Committee has resolved vide resolution dated April 7, 2021 to
pay 1% of the net sales for each financial year as royalty to Amit Raj Sinha Family Trust for usage of
assigned trademarks. Such royalty payments shall be made by our Company from April 1, 2025 for a period
of 10 (ten) years i.e., till year 2035. We cannot assure you that the supplemental deed will be renewed
partially or fully, on terms and conditions which may be favourable to our Company. It may be possible that
after the expiry of the period as mentioned in the supplemental deed, the deed of assignment restricts our
Company to fully make use of our trademarks and also provides the Assignee with the right of initiating
legal action against our Company in the event our Company causes a breach of any of the clauses of the
deed. In the event, the Assignee files any litigation against us for breach or termination of the contract, such
litigation could be time consuming and costly and the outcome cannot be guaranteed. Such litigations could
be time consuming and the outcome of such litigations may not always be in our favor and we may also be
exposed to the risk of losing our goodwill and the brands under which we sell our products. Additionally,
we cannot assure that we will continue to be able to fully protect our intellectual property in the best possible
manner for marketing our products. As a result our business, financial condition, results of operations and
prospects could be materially and adversely affected.
15. Depleting forest reserves may reduce the raw material availability, resulting in increase in raw material
cost.
The key raw material used by us in our manufacturing units for manufacturing MCC and its various grades
is wood pulp sheet. Our business operations are highly dependent on the easy availability of wood pulp
sheets in the market. Every year large hectares of land are deforested for various activities, including human
settlement, industrial uses, farming amongst others. In the absence of equivalent afforestation, such
continuous depletion of the natural forest resources may result in reduction of raw material availability and
consequently increase our raw material costs. With the increase in raw material costs we will be forced to
increase the cost of our products which will affect our cost competitiveness. As of date, we have not been
able to find an alternative for wood pulp sheets for manufacturing our products and our continuous business
operations are highly dependent on the availability of this key raw material. In the event, due to the depleting
forest reserves, we are unable to source the raw material and are unable to find a substitute for wood pulp
sheets we may be forced to halt or permanently stop our business operations. Further, if the government
introduces policies or laws regulating the use of wood pulp, our operations would be highly affected by such
policies and we cannot assure you that our end use customers will not be affected by the same. On happening
of such events, the continuity of our business operations, revenue, result of operations and financial condition
may adversely be affected.
16. The global scope of our operations exposes us to risks of doing business in foreign countries, including
the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which
we operate and seek to operate, which could adversely affect our business, financial condition and results
of operations.
We sell our products in countries such as Australia, USA, South America, U.K., Poland, Italy, Denmark,
China, Colombia, Bangladesh, etc. in Fiscal 2019, 2020 and 2021, and quarter ended June 30, 2021 59.44%
61.18% and 68.15%, and 67.38% respectively of our revenue from operations was from exports. The
amounts specified above are ₹ 7,603.39 lakhs, ₹ 8,493.61 lakhs and ₹ 12,808.17 lakhs and ₹ 3,624.47 lakhs
for the Fiscals 2019, 2020, 2021 and quarter ended June 30, 2021 respectively. Our wholly owned
Subsidiary, Sigachi US, Inc. has been incorporated in Virginia, USA to ensure our international market
31
presence and help us cater to the needs and requirements of our international customers. We seek to maintain
and expand our international sales operations with the help of our Wholly Owned Subsidiary. Our business
is therefore subject to diverse and constantly changing economic, regulatory, social and political conditions
in the jurisdictions in which we operate and seek to operate.
Operating in the international markets exposes us to a number of risks, including, but not limited to,
compliance with local laws and regulations, which can be onerous and costly as the magnitude and
complexity of, and continual amendments to, those laws and regulations are difficult to keep abreast with
and the liabilities, penalties, costs, obligations and requirements associated with these laws and regulations
can be substantial. Our failure to comply with and adapt to changing international regulations and/or trends
may result in us failing to maintain and/or expand our international sales operations, which could adversely
affect our business, financial condition and results of operations.
In case of any contingencies in the future, due to which we are unable to operate effectively in these markets,
our results of operations, revenues and profitability may be adversely affected. Due to this, we may not be
able to expand our business effectively in the international market, thereby affecting our business, results of
operations and financial condition.
17. In the past, there have been instances of delays and non-filings of certain forms which were required to
be filed as per the reporting requirements under the Companies Act, 1956 and Companies Act, 2013 to
RoC. Further, there have also been instances where our Company has inadvertently filed incorrect
information with the RoC in its statutory filings.
In the past, there have been certain instances of delays in filing statutory forms as per the reporting
requirements under the Companies Act, 1956 and Companies Act, 2013 with the RoC such as in the year
2014 Company had appointed Mr. Amit Raj Sinha as Chief Executive Officer (CEO) but the applicable form
i.e. e-Form DIR-12 for the said appointment was not filed with the Registrar of Companies (ROC). To rectify
this non-compliance, the Company filed e-Form DIR-12 with the in the year 2019. Further, a discrepancy
existed between the actual number of shares issued pursuant to the ‘bonus issue’ dated July 30, 2021 and the
number of shares reflecting in the minutes of the board meeting in which the resolution of allotment of bonus
shares was approved by the Company. The Company has rectified such typographical errors appearing in
the minutes. Further, there have been instances of non-filings of statutory forms with RoC as per the reporting
requirements laid down under the Companies Act 1956 and Companies Act, 2013 such as, our Company
failed to file form CHG-1 to register the charge created by our lender, Kotak Mahindra Bank on some of our
leasehold properties with the Registrar of Companies.
In addition to the above there were certain clerical errors made while filling up the ROC forms which were
not substantial in nature and the ROC, Telangana has never issued any show cause notice till date. Also, no
penalty or fine has been imposed by any regulatory authority in respect to the same. However, it cannot be
assured, that there will not be such instances in the future or our Company will not commit any further delays
or defaults in relation to its reporting requirements, or any penalty or fine will not be imposed by any
regulatory authority in respect to the same. The happening of such event may cause a material effect on our
results of operations and financial position.
18. Our continued operations are critical to our business and any shutdown of our manufacturing unit may
adversely affect our business, results of operations and financial condition.
Our manufacturing units are located in Gujarat and Hyderabad. As a result, any local social unrest, natural
disaster or breakdown of services and utilities in these areas could have material adverse effect on the
business, financial position and results of our operations. Our current and proposed manufacturing units are
subject to operating risks, such as breakdown or failure of equipment, power supply or processes, reduction
or stoppage of water supply, performance below expected levels of efficiency, obsolescence, natural
disasters, industrial accidents and the need to comply with the directives of relevant government authorities.
In the event, we are forced to shut down our manufacturing units for a prolonged period, it would adversely
affect our earnings, our results of operations and financial condition as a whole. Spiraling cost of living
around our units may push our manpower costs in the upward direction, which may reduce our margin and
cost competitiveness. For instance, due to the ongoing pandemic and the lockdown imposed by the Central
Government and various state governments, we may be required to shut down all our manufacturing units
32
which may cause an adverse impact on our business operations, revenue, results of operations and financial
conditions.
In addition to the above if any of our manufacturing units suffer losses as a result of any industrial accident,
we may be forced to shut down our manufacturing units which could result in us being unable to meet with
our commitments, which will have an adverse effect on our business, results of operation and financial
condition. Further, any contravention of or non-compliance with the terms of various regulatory approvals
applicable to our manufacturing units may also require us to cease or limit production until such non-
compliance is remedied to the satisfaction of relevant regulatory authorities. We cannot assure you that we
will not experience work disruptions in the future resulting from any dispute with our employees or other
problems associated with our employees and the labor involved in our manufacturing units, which may
hinder our regular operating activities and lead to disruptions in our operations, which could adversely affect
our business, prospects, financial condition, cash flows and results of operations.
19. Any failure in our quality control processes may adversely affect our business, results of operations and
financial condition. We may face product liability claims and legal proceedings if the quality of our
products does not meet our customers’ expectations.
Our products may contain certain quality issues or undetected errors, due to defects in manufacture of
products or raw materials which are used in the products. We have implemented quality control processes
for our raw materials and finished goods on the basis of internal and international quality standards. We are
engaged in export operations as well and have to fulfill the quality conditions and processes prescribed under
the United States Pharmacopeia (“USP”), British Pharmacopeia (“BP”), India Pharmacopeia (“IP”) and
European Pharmacopeia (“EP”). We have a separate Quality Division which carries out necessary standard
operating procedures (“SOP”), standard test procedures (“STP”) on the raw materials and the finished
products. However, we cannot assure you that our quality control processes or our product will pass the
quality tests and inspections conducted by various international and domestic agencies as per their prescribed
standards will not fail. Any shortcoming in the raw materials procured by us or in the production of our
products due to failure of our quality control procedures, negligence and human error or otherwise, may
damage our products and result in deficient products. It is imperative for us to meet the international quality
standards set by our international customers and agencies as deviation from the same can cause them to reject
our products and can also cause damage to our reputation, market standing and brand value.
In the event the quality of our products is sub-standard or our products suffer from defects and are returned
by our customers due to quality complaints, we might be compelled to take back the sub-standard products
and reimburse the cost paid by our customers. Such quality lapses could strain our long standing relationships
with domestic and international customers and our reputation and brand image may suffer, which in turn
may adversely affect our business, results of operations and financial condition. Our customers may lose
faith in the quality of our products and could in turn refuse to further deal in our products, which could have
a severe impact on our revenue and business operations. We also face the risk of legal proceedings and
product liability claims being brought against us by our customers for defective products sold. We cannot
assure you that we will not experience any material product liability losses in the future or that we will not
incur significant costs to defend any such claims. A product liability claim may adversely affect our
reputation and brand image, as well as entail significant costs.
20. Any adverse change in regulations governing our products and the products of our customers, may
adversely impact our business prospects and results of operations.
Regulatory requirements with respect to our products and the products of our customers are subject to
change. An adverse change in the regulations governing the development of our products and their usage by
our customers, including the development of licensing requirements and technical standards and
specifications or the imposition of onerous requirements, may have an adverse impact on our operations.
Our Company may be required to alter our manufacturing and/or distribution process and target markets and
incur capital expenditure to achieve compliance with such new regulatory requirements applicable to us and
our customers.
We cannot assure you that we will be able to comply with the regulatory requirements. If we fail to comply
with new statutory or regulatory requirements, there could be a delay in the submission or grant of approval
for manufacturing and marketing new products or we may be required to withdraw existing products from
the market. Moreover, if we fail to comply with the various conditions attached to such approvals, licenses,
33
registrations and permissions once received, the relevant regulatory body may suspend, curtail or revoke our
ability to market such products and/or we may be deemed to be in breach of our arrangements with our
customers. Consequently, there is an inherent risk that we may inadvertently fail to comply with such
regulations, which could lead to forced shutdowns and other sanctions imposed by the relevant authorities,
as well as the withholding or delay in receipt of regulatory approvals for our new products, which may
adversely impact our business, results of operations and financial condition.
21. If our product development efforts do not succeed, we may not be able to improve our existing products
and/or introduce new products, which could adversely affect our results of operations, growth and
prospects. Further, if we are unable to anticipate and respond to changes in the market trends and
changing customer preferences in a timely and effective manner, or if we fail to maintain our reputation,
brand value or increase the market for our products, the demand for our products may decline.
In order to remain competitive, we are required to review the performance of our existing products and the
manufacturing process and take necessary actions to improve functionality and/or efficiency and also
identify new applications for our existing products and new potential products, in compliance with applicable
regulatory standards. To accomplish this, we commit substantial effort, funds and other resources towards
our R&D Division. Our ongoing investments towards product development could result in higher costs
without a corresponding increase in revenues. However, we cannot assure you that the product development
initiatives taken by our Company would succeed or result in an improvement in either our existing products
or manufacturing process which may affect our ability to compete with our competitors and have an adverse
effect on our operations. Further, our product development initiatives with respect to developing new uses
for existing products or new products may not result in the development of cost-effective or economically
viable solutions, thereby affecting our operations, growth and prospects.
Our business is highly dependent on our ability to compete in the industry with the help of our R&D division
by devising innovative grades of our products which have varied applications in the niche segment of the
industry as well. If we are unable to gauge the changing technology and demand in the industry and are
unable to upgrade our product portfolio in line with the same it may have an adverse effect on our business
operations. Our products have varied applications and are majorly used in the pharmaceutical, food,
nutraceuticals and cosmetic industries. Since our products form a key raw material for manufacturing the
end use products of our customers, we are expected to be aware of the changing technologies and regulatory
requirements. A significant feature of the excipient industry is the rapidly innovating technology and
advancement in the research and development of the products. Therefore, results of our operations are
dependent on our ability to anticipate, gauge and respond to such changes and devise new products or modify
our existing products in lines with the changes in market trends as well as customer demands and preferences.
If we are unable to respond to the technological advancements or in the event our R&D Division is unable
to upgrade our products periodically as per the prevalent market trends, or if we are unable to adapt to such
changes by launching new products as per the demand, we may significantly lose our market position and
existing customer base which may adversely affect our results of operations and financial condition.
Maintaining and enhancing our brand recognition and reputation is critical to our business and the
competitiveness of our products. Many factors, some of which are beyond our control, are important for
maintaining and enhancing our brand reputation and competitiveness of our products, including maintaining
or improving customer satisfaction and increasing the popularity of our products. In particular, we launch
new products, and if any of those products do not meet standards for quality the international and domestic
quality standards or efficiently contribute to the end use products of our customers, our market standing,
reputation and the sales of our products may have an adverse impact. If we fail to maintain our reputation,
or increase the market for our products, or the quality of our products declines, our business and prospects
may be adversely affected.
22. The cost estimates for the proposed expansion of manufacturing facilities of Unit II and Unit III situated
at Jhagadia and Dahej respectively and the manufacturing of CCS at the Proposed Unit have been derived
from internal estimates of our management and may not be accurate.
The estimated cost of the proposed expansion of manufacturing facilities of Unit II and Unit III situated at
Jhagadia and Dahej respectively and the manufacturing of CCS at the Proposed Unit to be utilized from the
net proceeds is approximately ₹ 8,969.82 lacs. For ascertaining this cost reliance has been placed on the
estimates, budgets and numerous assumptions made by our management and any bank or financial institution
has not appraised the same. The actual costs of expansion of our manufacturing units may exceed such
34
budgeted amounts due to a variety of factors such as construction delays, escalation cost of raw material,
interest rates, labour costs, regulatory and environmental factors, weather conditions and our financing
needs. Our financial condition, results of operations and liquidity would be materially and adversely affected
if our expansion costs materially exceed such budgeted amounts. As a result our business, financial
condition, results of operations and prospects could be materially and adversely affected. For further details
of the schedule of implementation, see “Objects of the Issue – Schedule of Implementation” on page 95 of
this Prospectus.
23. Our Company has set up our manufacturing units in Jhagadia and Dahej in 2010 and 2012 therefore,
these manufacturing units have a limited operating history, which might make it difficult for the investors
to evaluate our historical performance or future prospects.
Our Company is engaged in the business of manufacturing MCC of various grades and forms. In 2010, our
Company in order to expand our business operations had set up an additional manufacturing unit in Jhagadia.
In 2012, we were successful in further expanding our business operations by setting up another
manufacturing unit for MCC in Dahej. In comparison to our manufacturing unit situated at Hyderabad, we
have a limited operating history of our manufacturing units situated in Gujarat and we may not have
sufficient experience to address the risks related to the said manufacturing units. Further, our manufacturing
unit at Dahej is situated in Special Economic Zone, therefore it is is entirely an export-oriented unit. Due to
our limited experience of our export operations from the said manufacturing unit, we may not be able to
identify the risks involved in such operations and therefore could fail to achieve timely fulfilment of our
orders and the quality requirement of our products.
Further, from the proceeds of this Issue, our Company endeavours to expand these manufacturing units, for
further details on the proposed increase in manufacturing capacities please refer to the chapter titled ―
“Objects of the Issue – Details of Objects of the Issue ” on page 96 of this Prospectus. Due to our limited
operational history in these manufacturing units, we cannot assure the commercial success from these
manufacturing units. We may face difficulty in understanding the demand and supply patterns, updates in
the research and development, marketing segments for such products which may pose a risk in the smooth
operation, and working of our manufacturing units. In the event that we fail to understand the market
operations and the risks related to the same, our business, financial performance and cash flows may be
affected. We may also face difficulty in understanding the demand and supply patterns, market trends,
marketing segments for our products which may pose a risk in the smooth operation, and working of our
manufacturing units and the new facilities which are to be added. In the event that we fail to understand the
market operations and the risks related to the same, our business, financial performance and cash flows may
be affected.
24. Some of the raw materials that we use are corrosive and combustible in nature. While we take adequate
care and follow all relevant safety measures, there is a risk of fire and other accidents, at our
manufacturing units and warehouses. Any accidents may result in loss of property of our Company and/or
disruption in the manufacturing processes which may have a material adverse effect on our results of
operations, cash flows and financial condition.
The key raw material used by us for manufacturing MCC and its various grades is wood pulp sheet. Due to
its combustible nature, we may be exposed to fires or other industrial accidents. While our Company believes
that it has necessary controls and processes in place, any failure of such systems, mishandling of hazardous
chemicals or any adverse incident related to the use of these chemicals or otherwise during the manufacturing
process or storage of products and certain raw materials, may cause industrial accidents, fire, loss of human
life, damage to our and third-party property or cause environmental damage. If any industrial accident, loss
of human life or environmental damage were to occur we could be subject to significant penalties, other
actionable claims and, in some instances, criminal prosecution. In addition to adversely affecting our
reputation, any such accidents, may result in a loss of property of our Company and/or disruption in our
manufacturing operations entirely, which may have a material adverse effect on our results of operations and
financial condition. In addition to the loss as a result of such fire or industrial accident, any shutdown of any
of our manufacturing units could result in us being unable to meet our commitments, which will have an
adverse effect on our business, results of operation and financial condition.
Further, any fire or industrial accident, any shutdown of our manufacturing units or any environmental
damages could increase the regulatory scrutiny and result in enhanced compliance requirements including
on use of materials and effluent treatment which would, amongst others, increase the cost of our operations.
35
We cannot assure you that despite our best efforts we will not face similar situations at our manufacturing
units which may result in significant loss to our Company and/or a disruption of our manufacturing
operations. The loss incurred by our Company, though adequately insured, may or may not be recoverable
through the insurance maintained by us. Such loss and/or disruption of our manufacturing operations may
have a material adverse effect on our operations, cash flows and financial condition.
25. Any delays and/or defaults in customer payments could result in increase of working capital investment
and/or reduction of our Company’s profits, thereby affecting our operation and financial condition.
We are exposed to payment delays and/or defaults by our customers. Our financial position and financial
performance are dependent on the creditworthiness of our customers. As per our business network model,
we supply our products directly to our customers without taking any advance payment or security deposit
against the orders placed by them. Such delays in payments may require our Company to make a working
capital investment. We cannot assure you that payments from all or any of our customers will be received in
a timely manner or to that extent will be received at all. If a customer defaults in making its payments on an
order on which our Company has devoted significant resources, or if an order in which our Company has
invested significant resources is delayed, cancelled or does not proceed to completion, it could have a
material adverse effect on our Company’s results of operations and financial condition. For the Quarter
ended June 30, 2021 and the Fiscals ending March 31, 2021, March 31, 2020 and March 31, 2019 our trade
receivables were ₹ 4,500.28, ₹ 3,575.72, ₹ 2,760.23 and ₹ 2,470.47 lacs, respectively, out of which, debts
amounting to ₹ 79.93, ₹ 62.68, ₹ 190.03 and ₹ 103.18 lacs were outstanding for a period exceeding six
months.
There is no guarantee on the timeliness of all or any part of our customers’ payments and whether they will
be able to fulfill their obligations, which may arise from their financial 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.
26. Our inability to effectively manage our growth or to successfully implement our business plan and growth
strategy could adversely affect our business, results of operations and financial condition.
We have experienced considerable growth over the past three years and we have expanded our operations
and product portfolio. Our total revenue grew at a CAGR of 22.24% between Fiscals 2020 and 2021, while
our restated profit after tax grew at a CAGR of 26.16% between Fiscals 2020 and 2021. We cannot assure
you that our growth strategies will continue to be successful or that we will be able to continue to expand
further, or at the same rate.
Our inability to execute our growth strategies in a timely manner or within budget estimates or our inability
to meet the expectations of our customers and other stakeholders, could have an adverse effect on our
business, results of operations and financial condition. Our future prospects will depend on our ability to
grow our business and operations. The development of such future business could be affected by many
factors, including general, political and economic conditions in India, government policies or strategies in
respect of specific industries, prevailing interest rates and price of equipment and raw materials. Further, in
order to manage our growth effectively, we must implement, upgrade and improve our operational systems,
procedures and internal controls on a timely basis. If we fail to implement these systems, procedures and
controls on a timely basis, or if there are weaknesses in our internal controls that would result in inconsistent
internal standard operating procedures, we may not be able to meet our customers’ needs, hire and retain
new employees or operate our business effectively. Failure to manage growth effectively could adversely
affect our business and results of operations.
27. Our Company requires significant amount of working capital for a continuing growth. Increase in
business activities may be reflected by an absolute increase in the gap between our trade receivables and
trade payables, requiring us to arrange for increased working capital limits. Our inability to meet our
working capital requirements may adversely affect our results of operations.
Our business requires a significant amount of working capital. As per our settled business terms, we require
our customers to pay the full amount of the consideration only after they receive the order, as a result,
significant amounts of our working capital are often required to finance the purchase of raw material and
execution of manufacturing processes before payment is received from our customers. Further, we are also
required to meet the increasing demand and for achieving the same, adequate stocks have to be maintained
36
which requires sufficient working capital. In these times where the world is facing a health crisis due to the
ongoing pandemic, the pharmaceutical industry all over the world is expecting an increase in demand which
would directly increase the demand of our products due to their usage as an excipient for finished dosages
in this industry. In the event, we are unable to source the required amount of working capital for addressing
such increased demand of our products, we might not be able to efficiently satisfy the demand of our
customers. Even if we are able to source the required amount of funds, we cannot assure you that such funds
would be sufficient to meet our cost estimates and that any increase in the expenses will not affect the price
of our products.
Any delay in processing our payments by our customers may increase our working capital requirement.
Further, if a customer defaults in making payments for a product on which we have devoted significant
resources, it could affect our profitability and liquidity and decrease the capital reserves that are otherwise
available for other uses. We may file a claim for compensation of the loss that we incurred pursuant to such
defaults but settlement of disputes generally takes time and financial and other resources, and the outcome
is often uncertain. In general, we take provisions for bad debts, including those arising from such defaults
based primarily on ageing and other factors such as special circumstances relating to special customers.
There can be no assurance that such payments will be remitted by our clients to us on a timely basis or that
we will be able to effectively manage the level of bad debt arising from defaults. We may also have large
cash outflows, including among others, losses resulting from environmental liabilities, litigation costs,
adverse political conditions, foreign exchange risks and liability claims.
All of these factors, including increase in business activities, may widen the absolute gap between trade
receivables and trade payables putting strain on our Company’s financial resources and may result in increase
in the amount of short-term borrowings/working capital loans. If we decide to raise additional funds through
the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant
effect on our profitability and cash flows and we may be subject to additional covenants, which could limit
our ability to access cash flows from operations. Any issuance of equity, on the other hand, could result in a
dilution of your shareholding. Accordingly, continued increases in our working capital requirements may
have an adverse effect on our financial condition and results of operations.
28. We are dependent on information technology systems in carrying out our business activities and it forms
an integral part of our business. Further, if we are unable to adapt to technological changes and
successfully implement new technologies or if we face failure of our information technology systems, we
may not be able to compete effectively which may result in higher costs and would adversely affect our
business and results of operations.
We are dependent on information technology system in connection with carrying out our business activities
and such systems form an integral part of our business. Any failure of our information technology systems
could result in business interruptions, including the loss of our customers, loss of reputation and weakening
of our competitive position, and could have a material adverse effect on our business, financial condition
and results of operations. Additionally, 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 business activities. Fixing such problems
caused by computer viruses or security breaches may require interruptions, delays or temporary suspension
of our business activities, 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. Further, the commercial success of our business
is highly dependent on the developmental and innovative breakthroughs of our R&D Division. In the event,
any breach of our systems or software leads to the leaking of our trade secrets or any inventive techniques
devised by our Company, it might lead to loss of our originality in the market and increase the chance of our
products being substituted by the products of our competitors.
Our future success depends in part on our ability to respond to technological advancements and emerging
standards and practices on a cost-effective and a timely basis. Our failure to successfully adopt such
technologies in a cost-effective manner could increase our costs thereby compelling us to bid at lower
margins which might lead to loss of bidding opportunities vis-à-vis such competitors. Additionally, the
government authorities may require adherence with certain technologies and we cannot assure you that we
would be able to implement such technologies in a timely manner or at all. The cost of upgrading or
implementing new technologies or upgrading our existing equipment or expanding our capacity could be
37
significant, less cost effective and therefore could negatively impact our profitability, results of operations,
financial condition as well as our future prospects.
29. Certain records and regulatory filings of our Company are not traceable.
Our Company does not have access to certain filings pertaining to certain historical secretarial information
in relation to certain disclosures in this Prospectus. These include, requisite filings required to be made with
the RoC such as inter alia (i) Form 1, Form 1A, Form 1B filed at the time of incorporation and change of
name; (ii) Form 2 for allotments dated February 1, 1990,February 26, 1990, March 30, 1990, April 30, 1990,
December 11, 1994 and March 22, 1996; (iii) Form 32 for appointment and regularization of Rabindra Prasad
Sinha, Chidambarnathan Shanmuganathan, Sudha Sinha and Ganesh Gahlot on January 11, 1989, Form 32
for appointment of Chidambarnathan Shanmuganathan as Executive Director on June 1, 1990, Form 32 and
Form 25C for the appointment of Rabindra Prasad Sinha as Managing Director on April 1, 2000, Form 32
for re-appointment of Chidambarnathan Shanmuganathan as Executive Director on April 1, 2000, Form 32
for appointment of Amit Raj Sinha as an Additional Director on December 1, 2009, Form 25C for the
appointment of Amit Raj Sinha as the Joint Managing Director on December 1, 2009; (iv) Form 23ACA
since incorporation till 2013; (v) Form 20B since incorporation till 2003; (vi) Form 23B for appointment of
auditor since incorporation till 2008 and (vii) Form 5 INV since incorporation.
Accordingly, we have relied on other documents, including annual returns, directors’ report, the statutory
register of members of the Company, minutes of the meetings of the Board of Directors and Shareholders.
While we believe that the forms were duly filed on a timely basis, we have not been able to obtain copies of
these documents from the Registrar of Companies, or otherwise, which has been certified by Aakansha,
Company Secretary in Practice vide her search report dated September 8, 2020. We cannot assure you that
these form filings will be available in the future or that we will not be subject to any penalties imposed by
the relevant regulatory authority in this respect.
30. We benefit from certain export benefits from the Government of India, which if withdrawn or modified
may have a significant impact on our results operations.
As on the date of this Prospectus, our Company receives certain export benefits from the Government of
India. Due to our export activities, our Company enjoys certain benefits of incentives under the
“Merchandise Exports from India Scheme” (MEIS) and “Duty Drawback Scheme” provided by the Central
Government of India. Under the MEIS scheme, a percentage of achieved FOB (Free on Board) value of 2%,
3% or 5% of the exports, is paid as incentives. Further, under the Duty Drawback Scheme, the excise duty
suffered on inputs, service tax paid for input service and customs duty paid on imported raw material during
manufacturing of export goods are remitted after export of such goods. The withdrawal or modification of
such export benefits may have an adverse effect on the cost of our imported raw materials, thereby having a
significant impact on our results of operations.
The MEIS scheme has been withdrawn by the Government of India w.e.f. January 1, 2021 and has been
replaced by the Remission of Duties and Taxes on Export Products Scheme. As on date of this Prospectus,
our Company is not availing benefits under the Remission of Duties and Taxes on Export Products Scheme.
However, as of June 30, 2021 we are receiving residuary benefits under the MEIS Scheme for our export
operations completed until December 31, 2020. We cannot assure you that we would be eligible to receive
benefits under the Remission of Duties and Taxes on Export Products Scheme or that if we receive benefits
under the said scheme, they would be equivalent to the benefits received under the erstwhile MEIS Scheme.
Any reduction in the export benefits received by our Company may have an adverse impact on our export
operations, business and financial condition. For further details, please refer to the section titled “Financial
Information” and “Restated Financial Information – Annexure – VI - Notes to Restated Financial
Information - Note 24 - “Other Income” at page 256 of the RHP.
31. We may be unable to grow our business in additional geographic regions or international markets, which
may adversely affect our business prospects and results of operations.
Our Company seeks to grow its market reach domestically to explore untapped markets and segments;
however, we cannot assure you that we will be able to grow our business as planned. Infrastructure and
logistical challenges in addition to the advancement of research and development in the excipient industry,
changing customers’ taste and preferences may prevent us from expanding our presence or increasing the
penetration of our products. Further, customers may be price conscious and we may be unable to compete
38
effectively with the products of our competitors. If we are unable to grow our business in these new markets
effectively, our business prospects, results of operations and financial condition may be adversely affected.
Further, expansion into new international markets is important to our long-term prospects. Competing
successfully in international markets requires additional management attention and resources to tailor our
services to the unique aspects of each new country. We may face various risks, including legal and regulatory
restrictions, increased advertising and brand building expenditure, challenges caused by distance, language
and cultural differences, in addition to our limited experience with such markets and currency exchange rate
fluctuations. International markets require a very high standard of quality of products and our Company may
not be able to match the international standards thereby failing to make a brand presence in the international
markets. If we are unable to make long-lasting relations with the major customers in the overseas market or
if we are unable to justify the quality of our products to them, it may make it difficult for us to enter into
such markets. These and other risks, which we do not foresee at present, could adversely affect any
international expansion or growth, which could have an adverse effect on our business, results of operations
and financial condition.
32. We do not own certain premises used by our Company. Disruption of our rights as licensee/ lessee or
termination of the agreements with our licensors/ lessors would adversely impact our manufacturing
operations and, consequently, our business.
As on the date of this Prospectus, our Registered Office, our manufacturing units situated at Jhagadia and
Dahej (Gujarat), and the Proposed Unit at Kurnool, Andhra Pradesh and some of our warehouses and
guesthouses have been taken on lease by our Company from related parties or third parties. For details,
please refer to the chapter titled “Our Business- Land and Property” on page 173 of this Prospectus.
There can also be no assurance that our Company will be able to renew the lease agreements or deeds entered
into with third parties in a timely manner or at all. Further, there can be no assurance that we will not face
any disruption of our rights as a lessee/ licensee and that such leave and license and lease agreements will
not be terminated prematurely by the licensor/ lessor. Any such non-renewal or early termination or any
disruption of our rights as lessee/ licensee will adversely affect our business operations.
33. Our application for renewal of certain licenses, approvals and registrations, which are required for our
Company’s operations and business, are pending before the relevant authorities. Additionally, our
Company shall apply for the pending governmental and regulatory approvals for the Proposed Unit.
Further, some of the licenses and approvals have not been availed by our Company. Not receiving these
licenses, approvals and registrations in a timely manner or at all may lead to interruption of our
Company’s operations.
We require certain statutory and regulatory approvals, licenses, registrations and permissions to operate our
manufacturing units, some of which are granted for a fixed period of time and need to be renewed from time
to time. Our Company has made applications before the relevant authorities for renewal of some of the
licenses, approvals and registrations that have expired which are pending before the relevant authorities.
Further, there are certain licenses and approvals which have to be availed by our Company for our
manufacturing units, but have not yet been applied for. There may also be instances in the future, wherein
the statutory authorities can take legal actions against us for non - renewal or not availing certain licenses
and approvals. However, as of date of this Prospectus, there are no pending proceedings, which have been
initiated against us by the statutory authorities with respect to licenses, approvals and registrations. We
cannot assure you that in the near future there will not be any legal actions taken against us for the same.
Our Company has applied for some of the material licenses and approvals for the expansion of our production
facilities situated at Jhagadia and Dahej, however we are yet to apply for the remaining material approvals
for the said expansion, which will be applied for at a later date. We cannot assure you that the relevant
authorities will approve and provide us with such licenses, approvals and registrations for our new
manufacturing unit or will renew such licenses, approvals and registrations, or if renewed, would do so in a
timely manner. Additionally, our Company shall apply for the pending governmental and regulatory
approvals for the Proposed Unit as and when required in the due course of time. Further, these licenses and
approvals are subject to several conditions, and our Company cannot assure that it shall be able to
continuously meet such conditions or be able to prove compliance with such conditions to statutory
authorities, and this may lead to cancellation, revocation or suspension of relevant licenses, approvals and
registrations. Failure by our Company to renew, maintain or obtain the required licenses or approvals, or
39
cancellation, suspension, or revocation of any of the licenses, approvals and registrations may result in the
interruption of our Company’s operations and may adversely affect our business. For further details on the
licenses obtained by our Company, please refer to the chapter titled ― “Government and Other Approvals”
on page 297 of this Prospectus.
34. If our Company is unable to protect its intellectual property, or if our Company infringes on the
intellectual property rights of others, our business may be adversely affected. Further our Company vide
a deed of assignment has assigned majority of our trademarks to Amit Raj Sinha Family Trust, one of
our promoter group entities. In the event, any actions of our Company qualify as a breach of any of the
clauses of this deed, it could have a material impact on our goodwill, business operations, financial
condition and results of operations.
Our Company has created a brand presence with major brands such as “HiCel”, “AceCel”, “BARETab”,
“CosmoCel”, etc. Our Company’s success largely depends on our brand name and brand image, therefore
we have trademarked our brand names and their logos differentiating our Company’s products from that of
our competitors. We deal under other brand names as well, which have also been trademarked by us to
maintain a distinction and differentiation for our products and brands. Our current trademark “SIGACHI”,
although is owned by our Company under the provisions of the Trademarks Act, 1999, however vide a deed
of assignment dated April 4, 2019 executed with Amit Raj Sinha Family Trust, one of our promoter group
entities (hereinafter referred to as the “Assignee”) has been assigned to the Assignee. Vide this deed of
assignment; our Company on receiving a consideration of ₹ 2.40 lacs from the Assignee has assigned the
majority of our trademarks including the trade name of our Company i.e. “SIGACHI” to the Assignee which
were registered in our name or in the name of Sigachi Plasticisers Private Limited, which is now
amalgamated with our Company. The details of the assigned trademarks can be seen in the chapters titled,
“Our Business-‘Intellectual Property Rights’” and “Government and other Statutory Approvals- ‘Intellectual
Property Related Approvals’” on pages 171 and 309 of this Prospectus.
The deed of assignment restricts our Company to fully make use of our trademarks and also provides the
Assignee with the right of initiating legal action against our Company in the event our Company causes a
breach of any of the clauses of the deed. In the event, the Assignee files litigation against us for any breach
or termination of the contract, such litigation could be time consuming and costly and the outcome cannot
be guaranteed. Further, the outcome of such litigations may not always be in our favor and we may also be
exposed to the risk of losing our goodwill and the brands under which we sell our products. Our efforts to
rightfully claim our brands and our intellectual property may not be adequate and may lead to erosion of our
business value and our operations could be adversely affected. Additionally, we cannot assure that we will
continue to be able to fully utilize our intellectual property in the best possible manner for marketing our
products. As a result our business, financial condition, results of operations and prospects could be materially
and adversely affected.
Further, the trademark applications which have been made by our Company for our major brands, “HiCel”,
“HILOSE” and “CosmoCel” has been opposed on various grounds including prior proprietorship and prior
registration and therefore is pending before the Registrar of Trademarks. The abovementioned applications
for trademarks have also been assigned to the Assignee vide the Deed of Assignment. We cannot assure you
that we will be successful in such a challenge nor can we guarantee that eventually our trademark application
will be approved, which in turn could result in significant monetary loss or prevent us from selling our
products under our brand. In relation to our other pending applications, third parties may seek to oppose or
otherwise challenge these registrations. As a result, we may not be able to prevent infringement of our
trademarks and a passing off action may not provide sufficient protection until such time that this registration
is granted.
With respect to the trademarks which are still under our name and have not been assigned to the Assignee,
we are exposed to the risk that other entities may pass off their products as ours by imitating our brand name
and attempting to create counterfeit products. We believe that there may be other companies or vendors
which operate in the unorganized segment using our trade name or brand names. Any such activities may
harm the reputation of our brand and sales of our products, which could in turn adversely affect our financial
performance. We rely on protections available under Indian law, which may not be adequate to prevent
unauthorized use of our intellectual property by third parties. Furthermore, the application of laws governing
intellectual property rights in India is uncertain and evolving, and could involve substantial risks to us.
Notwithstanding the precautions we take to protect our intellectual property rights, it is possible that third
parties may copy or otherwise infringe on our rights, which may have an adverse effect on our business,
40
results of operations, cash flows and financial condition. We may need to litigate third parties in order to
prevent them from misusing our trademarks or brand names and any such litigation could be time consuming
and the outcome cannot be guaranteed. We may not be able to detect any unauthorized use or take appropriate
and timely steps to enforce or protect its intellectual property, which could adversely affect our business,
results of operations and financial condition. Further, the Board of our Company on the recommendation of
Audit Committee has resolved vide resolution dated April 7, 2021 to pay 1% of the net sales as royalty to
Amit Raj Sinha Family Trust for usage of assigned trademarks. Such royalty payments shall be made by or
Company from April 1, 2025 for a period of 10 (ten) years i.e., till year 2035. For further details, please refer
to the chapter titled “Government and other Statutory Approvals” on pages 297 of this Prospectus.
35. We are dependent on third party transportation providers for delivery of raw materials to us from our
suppliers and delivery of our products to our customers. We have not entered into any formal contracts
with our transport providers and any failure on part of such service providers to meet their obligations
could adversely affect our business, financial condition and results of operation.
Two of our manufacturing units are located in Gujarat and one manufacturing unit is located in Hyderabad.
To ensure smooth functioning of our manufacturing operations, we need to maintain continuous supply and
transportation of the raw materials required from the supplier to our manufacturing units or warehouses and
transportation of our products from our units or warehouses to our customers, which may be subject to
various uncertainties and risks. We are significantly dependent on third party transportation providers for the
delivery of raw materials to us and delivery of our products to our customers. Uncertainties and risks such
as transportation strikes or delay in supply of raw materials and products could have an adverse effect on our
supplies and deliveries to and from our customers and suppliers. Additionally, raw materials and products
may be lost or damaged in transit for various reasons including occurrence of accidents or natural disasters.
A failure to maintain a continuous supply of raw materials or to deliver our products to our distribution
intermediaries in a timely, efficient and reliable manner could adversely affect our business, results of
operations and financial condition.
Further, we have not entered into any long-term agreements with our transporters for any of our
manufacturing units and the costs of transportation are generally based on mutual terms and the prevailing
market price. In the absence of such agreements, we cannot assure that the transport agencies would fulfill
their obligations or would not commit a breach of the understanding with us. In the event that the finished
goods or raw materials suffer damage or are lost during transit, we may not able to prosecute the agencies
due to lack of formal agreements. Further, the transport agencies are not contractually bound to deal with us
exclusively, we may face the risk of our competitors offering better terms or prices, which may cause them
to cater to our competitors alongside us or on a priority basis, which could adversely affect our business,
results of operations and financial condition.
36. There are outstanding litigations involving our Company which, if determined adversely, may affect our
business and financial condition.
As on the date of this Prospectus, our Company is involved in certain legal proceedings. These legal
proceedings are pending at different levels of adjudication before various courts and tribunals. The amounts
claimed in these proceedings have been disclosed to the extent ascertainable and includes amounts claimed
jointly and/or severally from us and/or other parties, as the case may be. We cannot assure you that these
legal proceedings will be decided in favour of our Company or that no further liability will arise out of these
proceedings. We may incur significant expenses in such legal proceedings and we may have to make
provisions in our financial statements, which could increase our expenses and liabilities. As on date of this
Prospectus the Company is not required to make any provisions for such amount, however an amount totaling
upto ₹ 559.21 lacs has been accounted for as a contingent liability in the Restated Consolidated Financial
Statement. Any adverse decision may adversely affect our business, results of operations and financial
condition.
41
Cases filed against our Company:
For further details, please refer to the section titled “Outstanding Litigation and Other Material
Developments” on page 293 of this Prospectus.
37. Our Company does not have any documentary evidence for the experience of one of our Directors.
Our Chairman and Non-Executive Director, Swami Das Nigam is unable to trace documents evidencing his
past experience. Due to lack of documents and relevant information from the aforementioned Director, we
have not disclosed details of his experience in his biographies in the chapter titled “Our Management” as is
required under the SEBI ICDR Regulations. For further details, please refer to the chapter titled “Our
Management” on page 199 of this Prospectus.
38. If we are unable to identify customer demand accurately and maintain an optimal level of inventory
proportionately, our business, results of operations and financial condition may be adversely affected.
The success of our business depends upon our ability to anticipate and forecast customer demand and trends.
Any error in such identification could result in either surplus stock, which we may not be able to sell in a
timely manner, or no stock at all, or under stocking, which will affect our ability to meet customer demand.
We plan our inventory and estimate our sales based on the forecast, demand and requirements for our
products based on past data. An optimal level of inventory is important to our business as it allows us to
respond to customer demand effectively by readily making our products available to our customers. Ensuring
continuous availability of our products requires prompt turnaround time and a high level of coordination
across raw material procurement, manufacturers, suppliers, warehouse management and departmental
coordination. While we aim to avoid under-stocking and over-stocking, our estimates and forecasts may not
always be accurate. If we fail to accurately forecast customer demand, we may experience excess inventory
levels or a shortage of products available for sale. If we over-stock inventory, our capital requirements may
increase and we may incur additional financing costs. Any unsold inventory would have to be sold at a
discount, leading to losses. We cannot assure you that we will be able to sell surplus stock in a timely manner,
or at all, which in turn may adversely affect our business, results of operations and financial condition. If we
under-stock inventory, our ability to meet customer demand may be adversely affected.
39. We have significant power and water requirements for continuous running of our factories. Any
disruption to our operations on account of interruption in power and water supply or any irregular or
significant hike in power tariffs may have an effect on our business, results of operations and financial
condition.
All our manufacturing units have significant electricity and water requirements and any interruption in the
supply of water or power may temporarily disrupt our operations. Our manufacturing unit situated at Dahej
and Jhagadia receive power supply from Torrent Energy Limited and Dakshin Gujarat Vij Company Limited,
respectively. Further, our manufacturing unit situated at Hyderabad receives its power supply from
Telangana Power Corporation Limited. For our manufacturing unit situated at Hyderabad, we outsource our
water for carrying out our manufacturing operations, whereas in the manufacturing units situated at Dahej
and Jhagadia, water supply provided by Gujarat Industrial Development Corporation for carrying out our
day-to-day operations.
Since, we have a high power consumption, any unexpected or unforeseen increase in the tariff rates can
increase the operating cost of our manufacturing unit and thereby cause an increase in the production cost
which we may not be able to pass on to our customers. Water is one of the main components of our
manufacturing unit, therefore continuous water supply is essential for smooth business operations of our
Company. There are a limited number of electricity providers in the areas from where we operate due to
which in case of a price hike, we may not be able to find a cost-effective substitute, which may negatively
42
affect our business, financial condition, cash flows and results of operations. For further details, please refer
to the chapter titled “Our Business - Power” on page 169 and “Our Business - Water” on page 169 of this
Prospectus.
40. We operate in a competitive business environment and our inability to compete effectively may adversely
affect our business, results of operations, financial condition and cash flows.
The excipient industry in India is competitive with both organized and unorganized markets. However, we
are required to compete both in the domestic and international markets. We may be unable to compete with
the prices and products offered by our competitors (local as well as international). We may have to compete
with new players in India and abroad who enter the market and are able to offer competing products. Our
competitors may have access to greater financial, manufacturing, research and development, marketing,
distribution and other resources and more experience in obtaining the relevant regulatory approvals.
Increasing competition may result in pricing pressures and decreasing profit margins or loss of market share
or failure to improve our market position, any of which could substantially harm our business and results of
operations. We cannot assure you that we will be able to compete with our existing as well as future
competitors as well as the products prices and payment terms offered by them. In addition, our customers
may enter into contract manufacturing arrangements with third parties, for products that they are presently
purchasing from us. Our failure to successfully face existing and future competition may have an adverse
impact on our business, growth and development.
Further, some of our competitors may be larger than we are or develop alliances to compete against us and
may have greater resources, market presence and geographic reach and have products with better brand
recognition than ours. Some of our competitors may be able to procure raw materials at lower costs than us,
and consequently be able to sell their products at lower prices. As a result, our competitors may be able to
withstand industry downturns better than us or provide customers with products at more competitive prices.
Some of our international competitors may be able to capitalize on their overseas experience to compete in
the Indian market. Consequently, we cannot assure you that we will be able to compete successfully in the
future against our existing or potential competitors or that our business and results of operations will not be
adversely affected by increased competition. We cannot assure you that we will be able to maintain our
existing market share. Our competitors may significantly increase their marketing expenses to promote their
brands and products, which may require us to similarly increase our advertising and marketing expenses and
engage in effective pricing strategies, which we may not be able to pass on to our customers which in turn
may have an adverse effect on our business, results of operations and financial condition. For further details,
please see “Industry Overview” on page 136 of this Prospectus.
41. Our Promoters, Directors and Key Managerial Personnel have interests in our Company other than
reimbursement of expenses incurred or normal remuneration or benefits.
Our Promoters, Directors and Key Managerial Personnel, may be deemed to be interested in our Company,
in addition to the regular remuneration or benefits, reimbursements of expenses, Equity Shares held by them
or their relatives, their dividend or bonus entitlement, benefits arising from their directorship in our
Company. Our Promoters, Rabindra Prasad Sinha and Chidambarnathan Shanmuganathan are Whole-time
Directors of our Company and Amit Raj Sinha is the Managing Director and Chief Executive Officer of our
Company and therefore may be deemed to be interested in any remuneration which may be payable to them
in such capacity. Our Corporate Promoter, RPS Projects and Developers Private Limited may also be deemed
to be interested to the extent of the business transacted with our Company. Our Promoters, Director and Key
Managerial Personnel may also be interested to the extent of any transaction entered into by our Company
with any other company or firm in which they are directors or partners. For further details please refer to the
chapters titled ― “Our Business - Land and Property”, “Our Management - Interest of our Directors”, “Our
Promoter and Promoter Group - Interest of our Promoter and Other Interests and Disclosures”, “Financial
Indebtedness” and “Restated Financial Information - Annexure VI - Notes to Restated Financial Statements
- Note 34 - Related Party Transactions” on pages 173, 207, 222, 268 and 256, respectively of this Prospectus.
There can be no assurance that our Promoters, Directors, Key Management Personnel will exercise their
rights as shareholders to the benefit and best interest of our Company. Our Promoters and members of our
Promoter Group will continue to exercise significant control over our Company, 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
43
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 our Company or that of minority shareholders.
42. Our Promoters, Directors and members of our Promoter Group have extended personal guarantees with
respect to loan facilities availed by our Company. Further, our Promoters, Directors and members of our
Promoter Group have provided their property as collateral security for loan facilities availed by our
Company. Revocation of any or all of these personal guarantees or withdrawal of such property may
adversely affect our business operations and financial condition.
Our Promoters, Amit Raj Sinha, Rabindra Prasad Sinha and Chidambarnathan Shanmuganathan, our
Corporate Promoter, RPS Projects and Developers Private Limited; our Whole-time Director, Vijaykumar
Amrutlal Bhavsar and Dr. Dharani Devi, member of our Promoter Group have extended personal guarantees
in favour of certain banks with respect to the loan facilities availed by our Company from them. Further,
Rabindra Prasad Sinha, RPS Projects and Developers Private Limited, Vijaykumar Amrutlal Bhavsar and
Sudha Sinha, member of our Promoter Grouphave provided their properties as collateral security for the loan
availed by our Company.
In the event any of these guarantees are revoked or the properties provided as collateral security are
withdrawn, our lenders may require us to furnish alternate guarantees or an additional security or may
demand a repayment of the outstanding amounts under the said facilities sanctioned or may even terminate
the facilities sanctioned to us. There can be no assurance that our Company will be able to arrange such
alternative guarantees or provide an alternate collateral security in a timely manner or at all. If our lenders
enforce these restrictive covenants or exercise their options under the relevant debt financing agreements,
our operations and use of assets may be significantly hampered and lenders may demand the payment of the
entire outstanding amount and this in turn may also affect our further borrowing abilities thereby adversely
affecting our business and operations. For further details, please refer to the chapter titled ― “Financial
Indebtedness” on page 268 of this Prospectus.
43. Our Promoters and members of the Promoter Group have significant control over the Company and have
the ability to direct our business and affairs; their interests may conflict with your interests as a
shareholder.
Upon completion of this Issue, our Promoters and members of our Promoter Group will collectively hold
48.46% of the Equity share capital of our Company. As a result, our Promoters will have the ability to
exercise significant influence over all matters requiring shareholders’ approval. Accordingly, our Promoters
will continue to retain significant control, including being able to control the composition of our Board of
Directors, determine decisions requiring simple or special majority voting of shareholders, undertaking sale
of all or substantially all of our assets, timing and distribution of dividends and termination of appointment
of our officers, and our other shareholders may be unable to affect the outcome of such voting. There can be
no assurance that our Promoters will exercise their rights as shareholders to the benefit and best interests of
our Company. Further, such control could 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 making a tender offer or otherwise attempting to obtain control of our
Company even if it is in our Company’s best interest. The interests of our Promoters could conflict with the
interests of our other equity shareholders, and our Promoters could make decisions that materially and
adversely affect your investment in the Equity Shares.
44. The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Issue
Price.
Our Promoters’ average cost of acquisition of Equity Shares in our Company may be lower than the Issue
Price as may be decided by the Company, in consultation with the Book Running Lead Manager. For further
details regarding average cost of acquisition of Equity Shares by our Promoters in our Company and build-
up of Equity Shares by our Promoters in our Company, please refer to the chapter titled “Capital Structure”
on page 77 of this Prospectus.
45. Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by
us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are
eventually raised.
44
We may require additional capital from time to time depending on our business needs. Any further issue of
Equity Shares or convertible securities would dilute the shareholding of the existing Shareholders and such
issuance may be done on terms and conditions, which may not be favorable to the then existing Shareholders.
If such funds are raised in the form of loans or debt or preference shares, then it may substantially increase
our fixed interest/dividend burden and decrease our cash flows, thus adversely affecting our business, results
of operations and financial condition.
46. We have certain contingent liabilities and our financial condition and profitability may be adversely
affected if any of these contingent liabilities materialize.
As of June 30, 2021, our contingent liabilities and commitments (to the extent not provided for) as disclosed
in the notes to our Restated Consolidated financial statement aggregated to ₹648.43 lacs. The details of our
contingent liabilities are as follows:
(₹ in lacs)
Particulars Amount
Service Tax demand for the period Aug 2014- June 2017 559.21
Bank Guarantees 89.22
Total 648.43
For further details of contingent liability, see the section titled ― “Financial Information” on page 229 of
this Prospectus. Furthermore, there can be no assurance that we will not incur similar or increased levels of
contingent liabilities in the future.
47. We have in past entered into related party transactions and we may continue to do so in the future.
As of June 30, 2021 and as on March 31, 2021, we have entered into several related party transactions with
our Promoters, individuals and entities forming a part of our promoter group and our Subsidiary relating to
our operations. In addition, we have in the past also entered into transactions with other related parties. For
further details, please refer to the chapter titled ― “Restated Financial Information- Annexure VI- Notes to
Restated Financial Statements- Note 34-Related Party Transactions” at page 256.
Related party transactions with subsidiary and with certain of our promoters, directors and their entities and
relatives, it primarily relates to remuneration, rent and sales. Below table describes the related party
transactions as percentage of revenue of operations:
Type of % of % of % of % of
Sr June
Related Revenu Revenue Revenue Revenue
. 2018-19 2019-20 2020-21 30,
Party e of of of of
N (Rs.) (Rs.) (Rs.) 2021
Transacti operati operation operatio operatio
o (Rs.)
ons ons s ns ns
Sales with
Sigachi
US, Inc, 826.16 6.40 1,140.80 8.20 2,599.56 13.48 784.16 14.27
1.
wholly
owned
subsidairy
Manageria
l
2 209.67 1.63 237.07 1.70 190.64 0.99 52.35 0.95
Remunera
tion
3. Rent 5.94 0.05 13.17 0.10 14.96 0.08 4.31 0.08
Total 1,041.77 8.08 1,391.04 10.00 2,805.16 14.55 840.82 15.30
While we believe that all our related party transactions have been conducted on an arm’s length basis, we
cannot assure you that we may not have achieved more favourable terms had such transactions been entered
into with unrelated parties. There can be no assurance that such transactions, individually or taken together,
will not have an adverse effect on our business, prospects, results of operations and financial condition,
including because of potential conflicts of interest or otherwise. In addition, our business and growth
prospects may decline if we cannot benefit from our relationships with them in the future.
48. Our agreements with lenders for financial arrangements contain restrictive covenants for certain
activities and if we are unable to get their approval, it might restrict our scope of activities and impede our
45
growth plans.
We have entered into agreements for our borrowings with certain lenders. These borrowings include secured
fund based and non-fund based facilities. These agreements include restrictive covenants which mandate
certain restrictions in terms of our business operations such as change in capital structure, formulation of any
scheme of amalgamation or reconstruction, declaring dividends, further expansion of business, granting
loans to directors, repaying unsecured loans from third parties, undertake guarantee obligations on behalf of
any other borrower, which require our Company to obtain prior approval of the lenders for any of the above
activities. We cannot assure you that our lenders will provide us with these approvals in the future. For details
of these restrictive covenants, please refer to chapter titled ― “Financial Indebtedness” on page 268 of this
Prospectus.
Further, some 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. 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 our 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.
It may be possible for a lender to assert that we have not complied with all applicable terms under our existing
financing documents. 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.
49. Our Subsidiary has availed certain unsecured loans which may be recalled at any time.
Our Subsidiary has availed certain unsecured loans of which an amount of US$ 20,001 (₹ 14.85 lacs) is
outstanding as on June 30, 2021, which may be recalled at any time. In the event, any of such unsecured
lenders seek a repayment of any these loans, our Subsidiary would need to find alternative sources of
financing, which may not be available on commercially reasonable terms, or at all. If our Subsidiary is unable
to arrange for any such financing arrangements, our Company will have to provide the necessary funds to
our Subsidiary to repay such loans which might affect our financial condition thereby leading to shortage of
resources for our business and lack of adequate working capital to undertake new projects or complete our
ongoing projects. Therefore, any such demand may adversely affect our business, financial condition and
results of operations. For further details, see “Financial Indebtedness” on page 268 of this Prospectus.
50. In addition to our existing indebtedness for our existing operations, we may incur further indebtedness
during the course of business. We cannot assure that we would be able to service our existing and/ or
additional indebtedness.
As on September 15, 2021 our Company’s total fund based indebtedness is ₹ 1965.39 lakhs. In addition to
the indebtedness for our existing operations, we may incur further indebtedness during the course of our
business. We cannot assure you that we will be able to obtain further loans at favorable terms. Increased
borrowings, if any, may adversely affect our debt-equity ratio and our ability to borrow at competitive rates.
In addition, 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 our working capital requirements,
which may lead to delays in arranging additional working capital requirements, loss of reputation, levy of
liquidated damages and can cause an adverse effect on our cash flows.
Any failure to service our indebtedness or otherwise perform our obligations under our financing agreements
entered with our lenders or which may be entered into by our Company, could trigger cross default
provisions, penalties, acceleration of repayment of amounts due under such facilities which may cause an
adverse effect on our business, financial condition and results of operations. For details of our indebtedness,
please refer to the chapter titled ― “Financial Indebtedness” on page 268 of this Prospectus.
51. We have not made any alternate arrangements for meeting our capital requirements for the Objects of
the Issue. Further, we have not identified any alternate source of financing the ‘Objects of the Issue’.
Any shortfall in raising/ meeting the same could adversely affect our growth plans, operations and
financial performance.
46
As on date, we have not made any alternate arrangements for meeting our capital requirements for the
Objects of the Issue. We meet our capital requirements through our bank finance, unsecured loans, owned
funds and internal accruals. Any shortfall in our net owned funds, internal accruals and our inability to raise
debt in future would result in us being unable to meet our capital requirements, which in turn will negatively
affect our financial condition and results of operations. Further, we have not identified any alternate source
of funding and hence any failure or delay on our part to raise money from this issue or any shortfall in the
issue proceeds may delay the implementation schedule and could adversely affect our growth plans. For
further details, please refer to the chapter titled “Objects of the Issue” beginning on page 94 of this
Prospectus.
52. Our success largely depends upon the knowledge and experience of our Promoters, Directors and our Key
Managerial Personnel. Loss of any of our Directors and key managerial personnel or our ability to attract
and retain them could adversely affect our business, operations and financial condition.
Our Company depends on the management skills and guidance of our Promoters and Directors for
development of business strategies, monitoring its successful implementation and meeting future challenges.
Further, we also significantly depend on the expertise, experience and continued efforts of our Key
Managerial Personnel. Some of our Directors have been associated with our Company since inception and
have been integral to the growth and in the success of our Company. Our future performance will depend
largely on our ability to retain the continued service of our management team. If one or more of our Directors
or Key Managerial Personnel are unable or unwilling to continue in his/ her present position, it could be
difficult for us to find a suitable or timely replacement and our business could be adversely affected. There
is significant competition for management and other skilled personnel in the industry in which we operate,
and it may be difficult to attract and retain the personnel we require in the future. There can be no assurance
that our competitors will not offer better compensation packages and incentives to such Key Managerial
Personnel. In the event we are not able to attract and retain talented employees, as required for conducting
our business, or we experience high attrition levels which are largely out of our control, or if we are unable
to motivate and retain existing employees, our business, financial condition and operations may be adversely
affected. For further details on our Directors and Key Managerial Personnel, please refer to the chapter titled
― “Our Management” on page 199 of this Prospectus.
53. Non-compliance with and changes in, safety, health, labour and environmental laws and other applicable
regulations, may adversely affect our business, results of operations and financial condition.
Our Company is engaged in the business of manufacturing MCC of various grades wherein wood pulp sheets
is the key and primary raw material. Due to the use of wood based products, our manufacturing activities are
subject to, among other laws, environmental laws and regulations promulgated by the Ministry of
Environment and Forest of Government of India, the State Forest Policy, State Pollution Control Board and
Central Empowered Committee. These include laws and regulations relating to cutting of trees, discharge of
effluents, polluted emissions, hazardous substances etc. For further details please refer to the chapter titled
“Key Industry Regulations and Policies” on page 177 of this Prospectus.
There is a risk that we may inadvertently fail to comply with such regulations, which could lead to enforced
shutdowns and other sanctions imposed by the relevant authorities. There can be instances in the future,
where our Company may be forced to halt our business operations in our manufacturing units on receiving
adverse orders from state pollution control boards. We cannot assure you that there will not be any instances
in the future wherein our Company will not be forced to halt the operations in its manufacturing units due to
not complying with the applicable laws and such events will not cause loss of revenue and have an adverse
impact on our business operations.
India has stringent labour legislations which protect the interest of workers, including legislation that sets
forth detailed procedures for the establishment of unions, dispute resolution, working conditions, hiring and
termination of employees, contract labour and work permits and maintenance of regulatory and statutory
records and making periodic payments, minimum wages and maximum working hours, overtime, working
conditions, etc.
Our Company is also subject to safety, health and environment laws and regulations such as the Environment
(Protection) Act, 1986, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and
Control of Pollution) Act, 1981. These laws and regulations impose controls on our Company’s safety
47
standards, and other aspects of its operations. Our Company has incurred and expects to continue to incur,
operating costs to comply with such laws and regulations. In addition, our Company has made and expects
to continue to make capital expenditures on an on-going basis to comply with the safety and health laws and
regulations. Our Company may be liable to the Central and State governmental bodies with respect to its
failures to comply with applicable laws and regulations. Further, the adoption of new safety and health laws
and regulations, new interpretations of existing laws, increased governmental enforcement of laws or other
developments in the future may require that our Company make additional capital expenditures or incur
additional operating expenses in order to maintain its current operations or take other actions that could
adversely affect its financial condition, results of operations and cash flow. Safety, health and environmental
laws and regulations in India and all around the world, in particular, have been increasing in stringency and
it is possible that they will become significantly more stringent in the future. The costs of complying with
these requirements could be significant and may have an impact on our financial condition. Therefore, if
there is any failure by us to comply with the terms of the laws and regulations governing our operations we
may be involved in litigation or other proceedings, or be held liable in any litigation or proceedings, incur
increased costs, be subject to penalties, have our approvals and permits revoked or suffer a disruption in our
operations, any of which could adversely affect our business and results of operations.
54. Our Company is highly dependent on skilled contract labour for manufacturing of our products. Our
operations could be adversely affected by strikes, work stoppages or increased wage demands by our
employees or any other kind of disputes with our employees. If we are unable to continue to hire skilled
contract labour, the quality of our products being manufactured in our units can get affected.
Our operations are significantly dependent on access to a large pool of contract laborers for operation of our
manufacturing units. As of September 15, 2021, while we had 759 permanent full time employees, we also
employed contract laborers under the Contract Labour (Regulation and Abolition) Act, 1970. The number
of contract labourers employed by us varies from time to time based on the nature and extent of work in
which we are involved. Our dependence on such contract labour may result in significant risks for our
operations, relating to the availability and skill of such contract labourers, as well as contingencies affecting
availability of such contract laborers during peak periods. Further, our manufacturing units and our Proposed
Unit are surrounded by a number of industries, which may create a demand-supply gap in the labour industry
which may impact our business operations. 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. In addition to the above, in view of the ongoing pandemic and the lockdown
which was imposed by several State and Central Governments, there is an acute shortage of unskilled
laborers, since most of the unskilled workers have returned to their native places due to the widening income
gap and lack of adequate resources to sustain their livelihood. In the event, we are unable to source adequate
number of unskilled laborers for our manufacturing units or if we are exposed to an increased expense due
to the surge in the wages of unskilled laborers we cannot assure you that it will not impact our business
operations and financial condition. Due to the increase in the wages charged by the laborers, we may have
to increase the cost of our product which would directly impact our distribution intermediaries and our end
use customers. In these grim times where the world is facing a health crisis due to the ongoing pandemic,
the pharmaceutical industry all over the world is expecting an increase in demand which would directly
increase the demand of our products due to their usage as an excipient for finished dosages in this industry.
In the event, we are unable to deploy the required number of labourers to run our manufacturing units for
addressing such increased demand of our products, we might not be able to efficiently and timely satisfy the
demand of our customers.
We believe our employees and unskilled labour employed in our manufacturing units are critical to maintain
our competitive position. Although we have not experienced any material labour unrest, we cannot assure
you that we will not experience disruptions in work or our retail operations due to disputes or other problems
with our work force, which may adversely affect our ability to continue our business operations. Any labour
unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities, and,
if not resolved in a timely manner, could lead to disruptions in our operations.
Our Company appoints independent contractors who in turn engage on-site contract labourers for carrying
out the manufacturing process. Although our Company does not engage these labourers directly, we may be
held responsible for any wage payments to be made to such labourers in the event of default by such
independent contractors. Any requirement to fund their wage requirements may have an adverse impact on
our results of operations and financial condition. In addition, under the Contract Labour (Regulation and
Abolition) Act, 1970, as amended, we may be required to absorb a number of such contract labourers as
48
permanent workmen. Thus, any such order from a regulatory body or court may adversely effect on our
business, results of operations and financial condition. In addition, on an application made by contract
labourers, an Industrial court or Tribunal may direct that the contract labourers shall be regularized or
absorbed or the State Government may altogether prohibit the employment of contract labour. If either of
the abovementioned events occur, we may be required to induct such labourers on our payroll, as employees,
which may result in an increase in our 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 event of cancellation or non-renewal of our approvals it may cause an
interruption of our operations and may adversely affect our business, financial condition and future results
of operations. Furthermore, all contract labourers engaged in our projects receive 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.
55. Our operations can be adversely affected in case of industrial accidents at our manufacturing units.
Further, any fire or mishap or accidents of such nature at the Company's facilities could lead to accident
claims and damage and loss of property, inventory, raw materials, etc.
Our manufacturing process requires the use of heavy machines, which makes the labour employed at our
manufacturing units prone to accidents that occur during the course of our operations resulting in personal
injuries causing permanent disability or even death. Although, we have availed public liability (industrial
risks) policy, public liability industrial policy and public liability (act only) policy, we cannot assure you that
we will be able to receive a claim from these policies, failing which we will have to provide the compensation
to the employees from our own resources. Our Company has adopted adequate safety measures, we cannot
assure you that, in the future no such cases will be instituted against our Company, alleging that we were
negligent or we did not provide adequate supervision therefore, holding us liable for injuries that were
suffered during the manufacture of our products. In the event any such accidents take place in the
manufacturing unit of our Company, we may get involved in litigation or other proceedings, or be held liable
in any litigation or proceedings, incur increased costs, be subject to penalties, have our approvals and permits
revoked or suffer a disruption in our operations, any of which could adversely affect our business and results
of operations.
Our key raw material used in our manufacturing process is wood, which is highly flammable in nature, every
stage from procurement, processing, storage and transportation to trading is fraught with an imminent risk
of loss by fire. Further, with the use of chemicals, boilers, large volume of air for material handling, etc. the
risk of fire hazard increases exponentially. The stocks of finished goods, raw materials, godowns and the
main manufacturing area are more prone to such accidents, which could cause substantial loss to our
machinery, thus hampering our business operations. Although, we have taken appropriate insurance cover
for protecting our manufacturing unit from such losses caused by fire, there can be no assurance that our
insurance policies will be adequate to cover the losses. If there occurs an accident or mishap due to fire, it
could adversely affect our results of operations and financial position.
56. Our inability to procure and/or maintain adequate insurance cover in connection with our business may
adversely affect our operations and profitability. Our inability to procure and/or maintain adequate
insurance cover in connection with our business may adversely affect our operations and profitability.
Our operations are subject to inherent risks and hazards which may adversely impact our profitability, such
as breakdown, malfunctions, sub-standard performance or failures of manufacturing equipment, fire, riots,
third party liability claims, loss-in-transit for our products, accidents and natural disasters. Presently, we
maintain insurance cover against loss or damage by burglary, business interruption by fire, earthquake,
terrorism, spoilage, impact damage due to road or rail services, etc., by availing burglar insurance policy,
boiler and pressure plant policy, business interruption (fire) insurance policy, machinery insurance policy,
standard fire and special perils policy, commercial package insurance policy, fire insurance policy,
machinery (engineering) insurance policy. We have also insured our employees by availing public liability
(industrial risks) policy, public liability industrial policy and public liability (act only) policy. The said
policies insure us against loss or damage caused by burglary, fire, earthquake etc. and insure inter alia our
godown, plant and machinery, accessories, furniture, fixture and fittings, goods, etc. There are many events
that could cause significant damages to our operations, or expose us to third-party liabilities, whether or not
known to us, for which we may not be insured or adequately insured, which in turn may expose us to certain
risks and liabilities. For the financial year ended March 31, 2021 the percentage of assets covered under
insurance vis-a vis total assets (Financial assets covered under current and non-current assets, other non-
49
current assets, Other current assets, Other intangible assets were excluded while calculating for the total
assets) of the company was 180.47%, however there can be no assurance that our insurance policies will be
adequate to cover the losses in respect of which the insurance had been availed. Further, there can be no
assurance that any claim under the insurance policies maintained by us will be honored fully, in part, or on
time. If we were to incur a significant liability for which we were not fully insured, it could adversely affect
our results of operations and financial position.
57. Our Company is subject to foreign exchange control regulations which can pose a risk of currency
fluctuations.
Our Company is involved in various business transactions with international clients and has to conduct the
same in accordance with the rules and regulations prescribed under FEMA. Due to non-receipt of such
payments in a timely manner, our Company may fail to adhere to the prescribed timelines and may be
required to pay penalty to the appropriate authority or department to regularize the payment. Similarly, due
to our sacrosanct reliance on our primary raw material being wood pulp we are exposed to a risk of increase
in costs of raw materials due to the currency fluctuations. Further, our international operations (export sales)
make us susceptible to the risk of currency fluctuations, which may directly affect our operating results. In
case we are unable to adhere to the timelines prescribed under the applicable laws or are unable to mitigate
the risk of currency fluctuation, it could adversely affect our business, results of operations, financial
conditions and cash flows.
58. Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.
Our ability to pay dividends in future will depend on our earnings, financial condition and capital
requirements. Our business is working capital intensive and we are required to obtain consents from certain
of our lenders prior to the declaration of dividend as per the terms of the agreements executed with them.
We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend
on our capital requirements and financing arrangements in respect of our operations, financial condition and
results of operations. Although our Company has declared dividends in the past, however there can be no
assurance that our Company will declare dividends in the future also. For further details, please refer to the
chapter titled “Dividend Policy” and the chapter titled “Financial Indebtedness” on pages 228 and 268
respectively, of this Prospectus.
59. Increased losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact
on us.
Our business and the industry in which we operate are vulnerable to the problem of pilferage by employees,
damage, misappropriation of cash and inventory management and logistical errors. An increase in product
losses due to such factors at our place of operation may require us to install additional security and
surveillance equipment and incur additional expenses towards inventory management and handling. We
cannot assure you whether these measures will successfully prevent such losses. Further, there are inherent
risks in cash management as part of our operations, which include theft and robbery, employee fraud and the
risks involved in transferring cash to banks. Additionally, in case of losses due to theft, financial
misappropriation, fire, breakage or damage caused by other casualties, we cannot assure you that we will be
able to recover from our insurers the full amount of any such loss in a timely manner, or at all. In addition,
if we file claims under an insurance policy it could lead to increases in the insurance premiums payable by
us or the termination of coverage under the relevant policy.
60. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any
bank or financial institution or any other independent agency and our management will have broad
discretion over the use of the Net Proceeds. The deployment of funds is entirely at our discretion and as
per the details mentioned in the chapter titled “Objects of the Issue”.
We intend to use the Net Proceeds of the Issue for the purposes described in “Objects of the Issue” on page
94 of this Prospectus. The objects of the Issue have not been appraised by any bank or financial institution.
Whilst a monitoring agency has been appointed for monitoring utilisation of the Net Proceeds, the proposed
utilisation of Net Proceeds is based on current conditions, our business plans and internal management
estimates and is subject to changes in external circumstances or costs, or in other financial condition, business
or strategy, as discussed in the “Objects of the Issue” on page 94 of this Prospectus. Based on the competitive
50
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 internal 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 our expansion or reallocate our capital expenditure and may have an adverse impact
on our business, financial condition, results of operations and cash flows.
Our Company, in accordance with the policies established by the Board from time to time, will have
flexibility to deploy the Net Proceeds. Further, pending utilisation of Net Proceeds towards the Objects of
the Issue, our Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds
temporarily in deposits with one or more scheduled commercial banks included in Second Schedule of
Reserve Bank of India Act, 1939, as may be approved by our Board or IPO Committee. Accordingly,
prospective investors in the Issue will need to rely upon our management’s decision with respect to the use
of Net Proceeds.
61. Some agreements entered into by our Company with various parties are not adequately stamped and
registered. The said agreements may not be admissible as evidence in a court of law, until the relevant
stamp duties are paid and the relevant registration, if required, is done.
Some of the leave and license and lease deeds/agreements entered into by our Company with various parties
for our leasehold properties are not adequately stamped and registered. The potential consequence of this
could be that the said agreements may not be admissible as evidence in a court of law, until the relevant
stamp duties are paid, and the registration of such agreements has been done with the relevant authorities.
As on the date of this Prospectus, our Company has not initiated / been party to any litigation in this regard.
Any claim or adverse order / finding in connection with these agreements could adversely affect the
operations of our Company.
62. We have commissioned an industry report for the disclosures made in the chapter titled “Industry
Overview” and made disclosures on the basis of the data provided in the same and such data has not been
independently verified by us.
We have commissioned an industry report titled “Research Report on Microcrystalline Cellulose (MCC) &
Croscarmellose Sodium (CCS) Industry” issued by “CARE” for the disclosures which need to be made in
the chapter titled “Industry Overview” of this Prospectus. We have not independently verified such data. We
cannot assure you that any assumptions made are correct or will not change and, accordingly, our position
in the market may differ from that presented in this Prospectus. Further, the industry data mentioned in this
Prospectus or sources from which the data has been collected are not recommendations to invest in our
Company. Accordingly, investors should read the industry related disclosure in this Prospectus in this
context.
63. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.
Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares
at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee
that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity
Shares. The Issue Price of the Equity Shares is proposed to be determined through a Book Building Process
in accordance with the SEBI ICDR Regulations and may not be indicative of the market price of the Equity
Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market
price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in our operating results of our Company, market conditions specific to the industry we operate in,
developments relating to India, volatility in securities markets in jurisdictions other than India, variations in
the growth rate of financial indicators, variations in revenue or earnings estimates by research publications,
and changes in economic, legal and other regulatory factors.
64. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after
the Issue.
51
The Issue Price of the Equity Shares has been determined by our Company in consultation with the BRLM
through the Book Building Process. This price is based on numerous factors, as described under “Basis for
Issue Price” on page 131 of this Prospectus and may not be indicative of the market price for the Equity
Shares after the Issue. The market price of the Equity Shares could be subject to significant fluctuations after
the Issue, and may decline below the Issue Price. We cannot assure you that as an investor you will be able
to sell their Equity Shares at or above the Issue Price.
65. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our
Company may dilute your shareholding and any sale of Equity Shares by our Promoters or members of
our Promoter Group may adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by
our Company may dilute your shareholding in our Company; adversely affect the trading price of the Equity
Shares and our ability to raise capital through an issue of our securities. In addition, any perception by
investors that such issuances or sales might occur could also affect the trading price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares. The disposal of Equity Shares by any
of our Promoter and Promoter Group, or the perception that such sales may occur may significantly affect
the trading price of the Equity Shares. We cannot assure you that our Promoter and Promoter Group will not
dispose of, pledge or encumber their Equity Shares in the future.
66. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect
the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the
time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition,
any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds
from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required
for the sale of Equity Shares may reduce the proceeds received by equity shareholders. For example, the
exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may
continue to fluctuate substantially in the future, which may adversely affect the trading price of our Equity
Shares and returns on our Equity Shares, independent of our operating results.
67. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the
trading price of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may
significantly affect the trading price of our Equity Shares. Further, our market price may also be adversely
affected even if there is a perception or belief that such sale of Equity Shares might occur.
68. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to 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 including in relation to class actions, 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 shareholder in an Indian company than as shareholder of a corporation in another
jurisdiction.
69. QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw
or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting
a Bid. Retail Individual Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids
until Bid/ Issue Closing Date. While our Company is required to complete Allotment pursuant to the Issue
within six (6) Working Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision to
invest in the Equity Shares, including material adverse changes in international or national monetary policy,
52
financial, political or economic conditions, our business, results of operations or financial condition may
arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment
of the Equity Shares even if such events occur, and such events may limit the Bidders ability to sell the
Equity Shares Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on
listing.
70. There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely
affect a shareholder’s ability to sell Equity Shares or the price at which Equity Shares can be sold at a
particular point in time.
Our listed Equity Shares will be subject to a daily “circuit breaker” imposed on listed companies by the
Stock Exchanges, which does not allow transactions beyond certain volatility in the trading 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 the Equity Shares’ circuit
breaker will be set by the Stock Exchanges based on historical volatility in the price and trading volume of
the Equity Shares. The Stock Exchanges are not required to inform our Company of the percentage limit of
the circuit breaker, and they may change the limit without our knowledge. This circuit breaker would
effectively limit the upward and downward movements in the trading price of the Equity Shares. As a result
of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell Equity Shares
or the price at which shareholders may be able to sell their Equity Shares.
71. Any issuance or sale of the Equity Shares by any existing shareholder could significantly affect the
trading price of the Equity Shares.
Any future issuance of Equity Shares by us or the disposal of Equity Shares by any of the major shareholders
or the perception that such issuance or sales may occur may significantly affect the trading price of the Equity
Shares. There can be no assurance that we will not issue further Equity Shares or that the shareholders will
not dispose of, pledge or otherwise encumber their Equity Shares.
72. The Equity Shares issued pursuant to the Issue may not be listed on BSE and NSE in a timely manner,
or at all, and any trading closures at BSE and NSE may adversely affect the trading price of our Equity
Shares.
In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued
pursuant to the Issue will not be granted until after the Equity Shares have been issued and allotted. Approval
for listing and trading will require all relevant documents authorising the issuing of Equity Shares to be
submitted and there could therefore be a failure or delay in listing the Equity Shares on BSE and NSE. Any
failure or delay in obtaining such approval would restrict your ability to dispose of your Equity Shares. BSE
and NSE have in the past experienced problems, including temporary exchange closures, broker defaults,
settlements delays and strikes by brokerage firm employees, which, if continuing or recurring, could affect
the market price and liquidity of the securities of Indian companies, including our Equity Shares. A closure
of, or trading stoppage on BSE and NSE could adversely affect the trading price of the Equity Shares.
73. There is no existing market for our Equity Shares, and we do not know if one will develop to provide you
with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the
price of the Equity Shares may be volatile.
An active public trading market for the Equity Shares may not develop or, if it develops, may not be
maintained after the Issue. Our Company, in consultation with the BRLM, will determine the Issue Price.
The Issue Price may be higher than the trading price of our Equity Shares following this Issue. As a result,
investors may not be able to sell their Equity Shares at or above the Issue Price or at the time that they would
like to sell. The trading price of the Equity Shares after the Issue may be subject to significant fluctuations
in response to factors such as, variations in our results of operations, market conditions specific to the sectors
in which we operate economic conditions of India and volatility of the BSE, NSE and securities markets
elsewhere in the world.
74. The price of the Equity Shares may be highly volatile after the Issue.
The price of the Equity Shares on the Indian stock exchanges may fluctuate after this Issue as a result of
several factors, including: volatility in the Indian and global securities market; our operations and
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performance; performance of our competitors and the perception in the market about investments in the
excipient industry; adverse media reports on us or the Indian excipient industry; changes in the estimates of
our performance or recommendations by financial analysts; significant developments in India's economic
liberalization and deregulation policies; and significant developments in India's fiscal and environmental
regulations. There can be no assurance that the prices at which the Equity Shares are initially traded will
correspond to the prices at which the Equity Shares will trade in the market subsequently.
75. You will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase
in the Issue.
The Equity Shares will be listed on the BSE and the NSE. Pursuant to Indian regulations, certain actions
must be completed before the Equity Shares can be listed and trading may commence. Upon receipt of final
approval from the Stock Exchanges, trading in the Equity Shares is to commence within six (6) working
days of the date of closure of the Issue or such other time as may be prescribed by SEBI. 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 period prescribed by law. Further, there can be no assurance that the Equity
Shares to be Allotted pursuant to this Issue will be listed on the Stock Exchanges in a timely manner or at
all, and any trading closures at the Stock Exchanges may adversely affect the trading price of the equity
shares.
76. The outbreak of COVID-19, or outbreak of any other severe communicable disease could have a potential
impact on our business, financial condition and results of operations.
The outbreak, or threatened outbreak, of any severe epidemic caused due to viruses (particularly COVID-
19) could materially adversely affect overall business sentiment and environment, particularly if such
outbreak is inadequately controlled. The spread of any severe communicable disease may also adversely
affect the operations of our customers and suppliers, which could adversely affect our business, financial
condition and results of operations. The outbreak of COVID-19 has resulted in authorities implementing
several measures such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.
These measures have impacted and may further impact our workforce and operations, the operations of our
customers, and those of our respective vendors and suppliers. There is currently substantial medical
uncertainty regarding COVID-19 and no government-certified treatment is available. A rapid increase in
severe cases and deaths where measures taken by governments fail or are lifted prematurely, may cause
significant economic disruption in India and in the rest of the world. The scope, duration and frequency of
such measures and the adverse effects of COVID-19 remain uncertain and could be severe. Our ability to
meet our ongoing disclosure obligations might be adversely affected, despite our best efforts. If any of our
employees were suspected of contracting COVID-19 or any other epidemic disease, this could require us to
quarantine some or all of these employees or disinfect the facilities used for our operations. In addition, our
revenue and profitability could be impacted to the extent that a natural disaster, health epidemic or other
outbreak harms the Indian and global economy in general.
The outbreak has significantly increased economic uncertainty. It is likely that the current outbreak or
continued spread of COVID-19 will cause an economic slowdown and it is possible that it could cause a
global recession. The spread of COVID-19 has caused us to modify our business practices (including
employee travel, employee work locations, and cancellation of physical participation in meetings, events
and conferences), and we may take further actions as may be required by government authorities or that we
determine are in the best interests of our employees, customers, partners, and suppliers. There is no certainty
that such measures will be sufficient to mitigate the risks posed by the outbreak, and our ability to perform
critical functions could be harmed.
The extent to which the COVID-19 further impacts our results will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the
severity of the coronavirus and the actions taken globally to contain the coronavirus or treat its impact,
among others. Existing insurance coverage may not provide protection for all costs that may arise from all
such possible events. We are still assessing our business operations and system supports and the impact
COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis
will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including
downturns in business sentiment generally or in our sector in particular. The degree to which COVID-19
54
impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,
including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain
the outbreak or treat its impact, and how quickly and to what extent normal economic and operating
conditions can resume. The above risks can threaten the safe operation of our facilities and cause disruption
of operational activities, environmental harm, loss of life, injuries and impact the wellbeing of our people.
Further due to the rising number of infected cases of COVID-19 in the country and the onset of the second
wave of the virus, various State Governments including Government of Telangana have imposed a complete
lockdown. There is no certainty if additional restrictions will be imposed or if the lockdown would be
extended to combat with the second wave and prevent the third wave of COVID-19 in the country. In the
event additional restrictions are imposed, it could result in muted economic growth or give rise to a
recessionary economic scenario, in India and globally, which could adversely affect the business, prospects,
results of operations and financial condition of our Company.
Further, our ability to ensure the safety of our workforce and continuity of operations while confirming with
measures implemented by the central and state governments in relation to the health and safety of our
employees may result in increased costs. In the event a member or members of our senior management team
contract COVID-19, it may potentially affect our operations. Further, in the event any of our employees
contract COVID-19, we may be required to quarantine our employees and shut down a part of or the entire
manufacturing facility or our offices as necessary. Risks arising on account of COVID-19 can also threaten
the safe operation of our facility, offices, loss of life, injuries and impact the well-being of our employees.
77. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as US
GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar
with and consider material to their assessment of our financial condition.
Our restated summary statements of assets and liabilities and restated summary statements of profit and loss
(including other comprehensive income), cash flows and changes in equity for the Fiscals 2021 have been
prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies
Act, 2013, read with the Ind AS Rules and restated in accordance with the SEBI ICDR Regulations, the
SEBI Circular and the Prospectus Guidance Note.
We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting
principles on the financial data included in this Prospectus, nor do we provide a reconciliation of our financial
statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in
significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which the Restated Financial
Information included in this Prospectus will provide meaningful information is entirely dependent on the
reader’s level of familiarity with Ind AS, Indian GAAP and the SEBI ICDR Regulations. Any reliance by
persons not familiar with Indian accounting practices on the financial disclosures presented in this Prospectus
should accordingly be limited.
78. Political, economic or other factors that are beyond our control may have adversely affect our business
and results of operations.
The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities
markets and indirectly affect the Indian economy in general. Any of these factors could depress economic
activity and restrict our access to capital, which could have an adverse effect on our business, financial
condition and results of operations and reduce the price of our Equity Shares. Any financial disruption could
have an adverse effect on our business, future financial performance, shareholders’ equity and the price of
our Equity Shares.
We are dependent on domestic, regional and global economic and market conditions. Our performance,
growth and market price of our Equity Shares are and will be dependent to a large extent on the health of the
economy in which we operate. There have been periods of slowdown in the economic growth of India.
Demand for our products or services may be adversely affected by an economic downturn in domestic,
regional and global economies.
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Economic growth is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports, global economic uncertainty and
liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations
and financial condition. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general
and our business in particular and high rates of inflation in India could increase our costs without
proportionately increasing our revenues, and as such decrease our operating margins.
79. The requirements of being a listed company may strain our resources.
We are not a listed company and have not been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public at large that is associated with being a listed company. As a listed
company, we will incur significant legal, accounting, corporate governance and other expenses that we did
not incur as an unlisted company. We will be subject to the listing compliances and reporting requirements
to the Stock Exchanges, which require us to file audited annual and unaudited quarterly reports with respect
to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting
obligations and/or we may not be able to readily determine and accordingly report any changes in our results
of operations as timely as other listed companies.
Further, as a listed company we will need to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of
daily transactions to support the existence of effective disclosure controls and procedures and internal control
over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, significant resources and management oversight
will be required. As a result, management’s attention may be diverted from other business concerns, which
could affect our business, prospects, results of operations and financial condition and the price of our Equity
Shares. In addition, we may need to hire additional legal and accounting staff with appropriate listed
company experience and technical accounting knowledge, but we cannot assure you that we will be able to
do so in a timely manner.
80. A slowdown in economic growth in India could cause our business to suffer.
We are incorporated in India, and all of our assets and employees are located in India. As a result, we are
highly dependent on prevailing economic conditions in India and our results of operations are significantly
affected by factors influencing the Indian economy. A slowdown in the Indian economy could adversely
affect our business, including our ability to grow our assets, the quality of our assets, and our ability to
implement our strategy.
Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility in
global commodity prices could adversely affect our borrowers and contractual counterparties. This in turn
could adversely affect our business and financial performance and the price of our Equity Shares.
81. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
56
and tax laws, may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in
applicable law and policy.
The Government of India has issued a notification dated September 29, 2016 notifying Income Computation
and Disclosure Standards (“ICDS”), thereby creating a new framework for the computation of taxable
income. The ICDS became applicable from the assessment year for Fiscal 2018 and subsequent years. The
adoption of ICDS is expected to significantly alter the way companies compute their taxable income, as
ICDS deviates from several concepts that are followed under general accounting standards, including Indian
GAAP and Ind AS. In addition, ICDS shall be applicable for the computation of income for tax purposes but
shall not be applicable for the computation of income for minimum alternate tax. There can be no assurance
that the adoption of ICDS will not adversely affect our business, results of operations and financial condition.
the General Anti Avoidance Rules (“GAAR”) have been made effective from April 1, 2017. The tax
consequences of the GAAR provisions being applied to an arrangement could result in denial of tax
benefit amongst other consequences. In the absence of any precedents on the subject, the application of
these provisions is uncertain. If the GAAR provisions are made applicable to our Company, it may have
an adverse tax impact on us.
a comprehensive national GST regime that combines taxes and levies by the Central and State
Governments into a unified rate structure, which came into effect from July 1, 2017. We cannot provide
any assurance as to any aspect of the tax regime following implementation of the GST. Any future
increases or amendments may affect the overall tax efficiency of companies operating in India and may
result in significant additional taxes becoming payable. If, as a result of a particular tax risk materializing,
the tax costs associated with certain transactions are greater than anticipated, it could affect the
profitability of such transactions.
In addition, unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations including foreign investment laws governing our business, operations and group structure could
result in us being deemed to be in contravention of such laws or may require us to apply for additional
approvals. We may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to
comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation
or policy, 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 affect the viability of our current business or
restrict our ability to grow our business in the future.
Any increase in taxes and levies, or the imposition of new taxes and levies in the future, could increase the
cost of production and operating expenses. Taxes and other levies imposed by the central or state
governments in India that affect our industry include customs duties, excise duties, sales tax, income tax and
other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central
and state tax scheme in India is extensive and subject to change from time to time. Any adverse changes in
any of the taxes levied by the central or state governments may adversely affect our competitive position and
profitability.
82. Financial instability in both Indian and international financial markets could adversely affect our results
of operations and financial condition.
The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the
United States and elsewhere in the world in recent years has affected the Indian economy. Although
economic conditions are different in each country, investors’ reactions to developments in one country can
have an adverse effect on the securities of companies in other countries, including India. A loss in 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 global financial instability,
including further deterioration of credit conditions in the U.S. market, could also have a negative impact on
57
the Indian economy. Financial disruptions may occur again and could harm our results of operations and
financial condition.
The Indian economy is also influenced by economic and market conditions in other countries. This includes,
but is not limited to, the conditions in the United States, Europe and certain economies in Asia. Financial
turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and its business.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy
may cause increased volatility across other economies, including India. Financial instability in other parts of
the world could have a global influence and thereby impact the Indian economy. Financial disruptions in the
future could adversely affect our business, prospects, financial condition and results of operations. The global
credit and equity markets have experienced substantial dislocations, liquidity disruptions and market
corrections.
These could include further falls in Stock Exchange indices and greater volatility of markets in general due
to the increased uncertainty. These and other related events could have a significant impact on the global
credit and financial markets as a whole, and could result in reduced liquidity, greater volatility, widening of
credit spreads and a lack of price transparency in the global credit and financial markets. There are also
concerns that a tightening of monetary policy in emerging markets and some developed markets will lead to
a moderation in global growth. 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 long-term impact of these and other
legislative and regulatory efforts on the global financial markets is uncertain, and they may not have had the
intended stabilizing effects. Any significant financial disruption in the future could have an adverse effect
on our cost of funding, loan portfolio, business, future financial performance and the trading price of the
Equity Shares.
83. Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India
has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest
rates and increased costs to our business, including increased costs of salaries, and other expenses relevant
to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and the same may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase our rates to pass the increase in
costs on to our customers. In such case, our business, results of operations, cash flows and financial condition
may be adversely affected.
Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not
worsen in the future.
84. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to
attract foreign investors, which may adversely impact the market price of the Equity Shares.
As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA. Such regulatory restrictions limit our financing sources for our
projects under development and hence could constrain our ability to obtain financing on competitive terms
and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be
granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our
business growth, results of operations and financial condition.
Further, under the 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
58
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be
transferred, are not in compliance with such pricing guidelines or reporting requirements or 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 the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the
income tax authority. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.
85. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise
financing.
Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our ability to fund
our growth on favorable terms or at all, and consequently adversely affect our business and financial
performance and the price of our Equity Shares.
86. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws,
may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes
may adversely affect our business, results of operations and prospects, to the extent that we are unable to
suitably respond to and comply with any such changes in applicable law and policy. For example, the
Government of India implemented a comprehensive national goods and services tax (“GST”) regime with
effect from July 1, 2017, that combined multiple taxes and levies by the Central and State Governments into
a unified tax structure. Our business and financial performance could be adversely affected by any
unexpected or onerous requirements or regulations resulting from the introduction of GST or any changes in
laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations relating to
GST, as it is implemented. The Government has enacted the GAAR which have come into effect from April
1, 2017.
The Government of India has announced the union budget for Fiscal 2021 and the Ministry of Finance has
notified the Finance Act, 2021 (“Finance Act”) on March 28, 2021, pursuant to assent received from the
President, and the Finance Act will come into operation with effect from July 1, 2020 There is no certainty
on the impact that the Finance Act may have on our business and operations or on the industry in which we
operate. We cannot predict whether any amendments made pursuant to the Finance Act would have a
material adverse effect on our business, financial condition and results of operations. Unfavorable changes
in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign
investment and stamp duty laws governing our business and operations could result in us being deemed to
be in contravention of such laws and may require us to apply for additional approvals. For instance, the
Supreme Court of India has, in a decision clarified the components of basic wages, which need to be
considered by companies while making provident fund payments. Our Company has not made relevant
provisions for the same, as on date. Any such decisions in future or any further changes in interpretation of
laws may have an impact on our results of operations. Further, a draft of the Personal Data Protection Bill,
2019 (“Bill”) has been introduced before the Lok Sabha on December 11, 2019, which is currently being
referred to a joint parliamentary committee by the Parliament. We may incur increased costs and other
burdens relating to compliance with such new requirements, which may also require significant management
time and other resources, and any failure to comply may adversely affect our business, results of operations
and prospects. Uncertainty in the applicability, interpretation or implementation of any amendment to, or
change in, governing law, regulation or policy, 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 businesses or restrict our ability to grow our businesses in the future.
87. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes,
fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions,
could adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other
59
acts of violence or war may adversely affect the Indian securities markets. In addition, any deterioration in
international relations, especially between India and its neighboring countries, may result in investor concern
regarding regional stability which could adversely affect the price of the Equity Shares. In addition, India
has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other
adverse social, economic or political events in India could have an adverse effect on our business.
Such incidents could also create a greater perception that investment in Indian companies involves a higher
degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.
88. We are subject to regulatory, economic, social and political uncertainties and other factors beyond our
control.
We are incorporated in India and we conduct our corporate affairs and our business in India. Our Equity
Shares are listed on BSE and NSE. Consequently, our business, operations, financial performance and the
market price of our Equity Shares will be affected by interest rates, government policies, taxation, social and
ethnic instability and other political and economic developments affecting India.
Factors that may adversely affect the Indian economy, and hence our results of operations may include:
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in
India and scarcity of financing for our expansions;
• prevailing income conditions among Indian customers and Indian corporations;
• epidemic or any other public health crisis in India or in countries in the region or globally, including in
India’s various neighboring countries;
• hostile or war like situations with the neighboring countries;
• macroeconomic factors and central bank regulation, including in relation to interest rates movements which
may in turn adversely impact our access to capital and increase our borrowing costs;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• decline in India's foreign exchange reserves which may affect liquidity in the Indian economy;
• downgrading of India’s sovereign debt rating by rating agencies; and
• difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms
and/or a timely basis.
• Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy
or certain regions in India, could adversely affect our business, results of operations and financial condition
and the price of the Equity Shares. For example, our manufacturing facilities are located in western India,
hence any significant disruption, including due to social, political or economic factors or natural calamities
or civil disruptions, impacting this region may adversely affect our operations.
89. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, particularly emerging market countries in Asia. Although economic conditions are different in
each country, investors’ reactions to developments in one country can have adverse effects on the securities
of companies in other countries, including India. 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, our future financial
performance and the prices of the Equity Shares.
The recent outbreak of COVID-19 has significantly affected financial markets around the world. Any other
global economic developments or the perception that any of them could occur may continue to have an
adverse effect on global economic conditions and the stability of global financial markets, and may
significantly reduce global market liquidity and restrict the ability of key market participants to operate in
certain financial markets. Any of these factors could depress economic activity and restrict our access to
capital, which could have an adverse effect on our business, financial condition and results of operations and
reduce the price of our Equity Shares. Any financial disruption could have an adverse effect on our business,
future financial performance, shareholders’ equity and the price of our Equity Shares.
60
SECTION III – INTRODUCTION
THE ISSUE
Following table summarizes the present Issue in terms of the Red Herring Prospectus and the Prospectus:
Use of Net proceeds of this Please refer the chapter titled “Objects of the Issue” on page 94 of this
Issue Prospectus.
*Subject to finalization of Basis of Allotment
1)
This Issue is being made in terms of Regulation 6(1) of Chapter II of the SEBI (ICDR) Regulations. For further details,
please refer to section titled “Issue Information” on page 322 of this Prospectus.
2)
The present Issue has been authorised pursuant to a resolution passed by our Board at its meeting held on July 8, 2021 and
by our Shareholders by way of a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the
EGM held on July 30, 2021.
3)
Subject to valid bids being received, not less than 35% of the Issue has been allocated on a proportionate basis to Retail
Individual Bidders and not less than 15% of the Issue has been allocated on a proportionate basis to Non-Institutional Bidders,
subject to valid Bids being received at or above the Issue Price. Subject to valid Bids being received at or above the Issue
Price, undersubscription, 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 of Bidders at the discretion of our Company, in consultation with the Book
Running Lead Manager and the Designated Stock Exchange, subject to applicable laws.
4)
Our Company in consultation with the BRLM, has allocated upto 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with SEBI ICDR Regulations, at the Anchor Investor Issue Price. One-third of the Anchor
Investor Portion was reserved for domestic Mutual Funds. 5% of the QIB Portion (excluding Anchor Investor Portion) was
made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion (excluding
Anchor Investor Portion) was made available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. For further details,
please refer to the chapter titled “Terms of the Issue”, “Issue Structure” and “Issue Procedure” beginning on pages 322, 328
and 331 of this Prospectus.
61
In the event of oversubscription, Allotment has been made on a proportionate basis, subject to valid bids having
been received at or above the Issue Price, in consultation with the Designated Stock Exchange and in accordance
with SEBI (ICDR) Regulations.
Allocation to all categories, except the Anchor Investor Portion and the Retail Portion, if any, was required to be
made on a proportionate basis, subject to valid Bids received at or above the Issue Price. The allocation to each
Retail Individual Bidder was required to be not be less than the minimum Bid Lot, subject to availability of Equity
Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be Allocated on a proportionate
basis. For further details, see “Issue Procedure” beginning on page 331 of this Prospectus.
For details of the terms of the Issue, see “Terms of the Issue” beginning on page 322 of this Prospectus.
62
SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary financial information of our Company derived from the Restated
Consolidated Financial Statement for the quarter ended June 30, 2021 and 2020 and for the Fiscals 2021, 2020
and 2019. The Restated Consolidated Financial Information referred to above is presented under the section titled
“Financial Information” on page 229. The summary financial information presented below should be read in
conjunction with the Restated Consolidated Financial Information, the notes thereto and the sections titled
“Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 229 and 233, respectively.
63
Restated Consolidated Summary of Assets and Liabilities
64
Restated Consolidated Summary Statement of Profit & Loss Account
65
Restated Consolidated Summary Statement of Cash Flows
66
GENERAL INFORMATION
Our Company was incorporated as ‘Sigachi Chloro-Chemicals Private Limited’ on January 11, 1989 as a private
limited company under the Companies Act, 1956 with the Registrar of Companies, Andhra Pradesh. With an
intention to diversify our business activities, pursuant to a special resolution of our Shareholders passed in an
extra-ordinary general meeting dated March 10, 2012, the name of our Company was changed to ‘Sigachi
Industries Private Limited’ and a fresh certificate of incorporation dated March 29, 2012 consequent to such name
change was issued to our Company by the Registrar of Companies, Andhra Pradesh. Subsequently, pursuant to a
special resolution of our Shareholders passed in an extra-ordinary general meeting dated November 21, 2019 our
Company was converted from a private limited company to a public limited company and consequently the name
of our Company was changed to ‘Sigachi Industries Limited’, and a fresh certificate of incorporation dated
December 9, 2019 was issued to our Company by the Registrar of Companies, Telangana at Hyderabad. The
corporate identification number of our Company is U24110TG1989PLC009497.
As on date of this Prospectus, our Company does not have a corporate office.
Registrar of Companies
Our Company is registered with the Registrar of Companies, Telangana situated at the following address:
Set forth below are the details of our Board of Directors as on the date of this Prospectus:
67
Name Designation DIN Address
Vijaykumar Amrutlal Bhavsar Whole-time 01768165 4, Maurya Haxed Bungalows, near
Director NavkarFlats, 132 Foot Ring Road,
Naranpura, Ahmedabad- 380 013, Gujarat,
India.
Dhanalakshmi Guntaka Additional 09363100 Flat No 302, H. No. 15-21-141/21/2/1,
Independent Balaji Nagar, Kukatpally, Hyerabad- 500
Director 072, Telangana, India.
Lijo Stephen Chacko Independent 07593064 B5, Kamala Mansion, 10-11, Connaught
Director Road, Kamalabai School, Bangalore G.P.O,
Bangalore- 560 001, Karnataka, India.
Sarveswara Reddy Sanivarapu Independent 00459605 8-2-603/23/20 and 21 Flat No. 402, HSR
Director Tulips, Road No. 10 opposite IAS and IPS
quarters, Banjara Hills, Khairatabad,
Hyderabad- 500 034, Telangana, India.
For detailed profile of our Directors, please refer to the chapter titled “Our Management” on page 199 of this
Prospectus.
Subbarami Reddy Oruganti, is the Chief Financial Officer of our Company. His contact details are set forth
hereunder:
Shreya Mitra is the Company Secretary and Compliance Officer of our Company. Her contact details are set forth
hereunder:
Investor grievances
Bidders are advised to contact the Company Secretary and Compliance Officer, the BRLM and/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, non-receipt of funds
by electronic mode etc.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name,
address of the Bidder, number of Equity Shares applied for, the Bid amount paid on submission of the Bid cum
Application Form and the bank branch or collection center 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 or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of
the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the
Brokers Centres, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form
number, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of
Bid-cum-Application Form, name and address of the member of the Syndicate or the Designated Branch or the
68
Registered Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted,
and the ASBA Account number in which the amount equivalent to the Bid Amount was blocked.
All grievances relating to the UPI mechanism may be addressed to the Registrar to the Issue with a copy to the
relevant Sponsor Bank or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at
any of the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any
of the Brokers Centres, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application
Form number, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date
of Bid-cum-Application Form, name and address of the member of the Syndicate or the Designated Branch or the
Registered Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted,
and the UPI ID of the UPI ID linked Bank Account in which the amount equivalent to the Bid Amount was
blocked. All grievances relating to Bids submitted through the Registered Broker and/or a Stock Broker may be
addressed to the Stock Exchanges with a copy to the Registrar to the Issue.
All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as
the name of the sole or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid
on submission of the Bid cum Application Form and the name and address of the BRLM where the Bid cum
Application Form was submitted by the Anchor Investor.
69
Statutory and Peer Review Auditor of our Company
Banker to the Issue/ Escrow Collection Bank / Refund Bank / Sponsor Bank/ Public Issue Bank
Syndicate Member
70
Designated Intermediaries
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website
of the SEBI [Link] and updated from time to
time. For details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the
SEBI [Link]
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors Bidding using
the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website
of the SEBI ([Link] and
([Link] respectively, as
updated from time to time.
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors bidding using
the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website
of the SEBI ([Link] and
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI mechanism is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, as amended.
In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of
branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum
Application Forms from the members of the Syndicate is available on the website of the SEBI
([Link] and updated from
time to time. For more information on such branches collecting Bid cum Application Forms from the members of
Syndicate at Specified Locations, see the website of the SEBI
([Link]
Registered Brokers
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address,
is provided on the website of BSE and NSE at
[Link]/Markets/PublicIssues/brokercentres_new.aspx?andon the website of NSE at
[Link]/products/content/equities/ipos/ipo_mem_terminal.htm, respectively as updated from time to
time.
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at
[Link]/Static/Markets/PublicIssues/[Link]?[Link]/products/content/equities/ip
os/asba_procedures.htm,respectively, as updated from time to time.
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at
[Link]/Static/Markets/PublicIssues/[Link]? and on the website of NSE at
[Link]/products/content/equities/ipos/asba_procedures.htm, respectively as updated from time to
time.
71
The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms
from the Designated Intermediaries was made available on the website of the SEBI ([Link]) and
updated from time to time.
IPO Grading
No credit rating agency registered with SEBI has been appointed for grading the Issue.
Credit Rating
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
Debenture Trustees
As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.
Monitoring Agency
Our Company has appointed Kotak Mahindra Bank as monitoring agency in accordance with Regulation 41 of the
SEBI ICDR Regulations.
Appraising Entity
None of the objects for which the Net Proceeds will be utilized have been appraised by an appraising entity.
Expert Opinion
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated October 11, 2021 from the Statutory Auditors to include their
name as required under Section 26(5) of the Companies Act 2013 read with SEBI ICDR Regulations in this
Prospectus as an “expert” as defined under Section 2(38) of the Companies Act 2013 to the extent and in its
capacity as an independent Statutory Auditor and in respect of its (i) examination report dated October 11, 2021
on our restated consolidated financial information; and (ii) its report dated October 11, 2021 on the statement of
special tax benefits in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus.
Additionally, our Company has also received letters dated September 5, 2020 and June 16, 2021 from K.
Anjaneyulu, Independent Chartered Engineer, to include his name in the Red Herring Prospectus and this
Prospectus as an “expert” as defined under Section 2(38) read with Section 26(5) of the Companies Act 2013 with
respect to his chartered engineer certificates dated September 1, 2020, April 2, 2021 and June 16, 2021.
72
Inter-se Allocation of Responsibilities
Unistone Capital Private Limited, being the sole Book Running Lead Manager will be responsible for all the
responsibilities related to co-ordination and other activities in relation to the Issue. Hence, a statement of inter se
allocation of responsibilities is not required.
Filing
A copy of the Draft Red Herring Prospectus was filed electronically on the platform provided by SEBI at
cfddil@[Link], in accordance with the instructions issued by the SEBI through it’s circular dated March 27,
2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing – CFD”.
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 was delivered to the RoC for filing and a copy of this Prospectus will be
filed with the RoC at its office located at the Registrar of Companies, Telangana, 2nd floor, Corporate Bhawan,
GSI Post, Tattiannaram Nagole, Bandlaguda Hyderabad - 500 068, Telangana, India, as required under Sections
26 and 32 of the Companies Act, 2013 and through the electronic portal at
[Link]
Except as stated below, there has been no change in the Auditors of our Company during the last three years:
Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the
Red Herring Prospectus, the Bid cum Application Form and Revision Form. The Price Band and minimum Bid
Lot size were decided by our Company in consultation with the BRLM and advertised in all editions of English
national newspaper Business Standard, all editions of Hindi national newspaper Business Standard , and all
editions of Telugu newspaper Nava Telangana (Telugu being the regional language of Hyderabad where our
Registered Office is located), each with wide circulation, at least two (2) Working Days prior to the Bid / Issue
Opening Date and were made available to the Stock Exchanges for the purpose of uploading on their websites.
The Issue Price has been determined by our Company in consultation with the BRLM after the Bid/Issue Closing
Date. The principal parties involved in the Book Building Process are:
1. Our Company;
2. Book Running Lead Manager;
3. Syndicate Member(s) who are intermediaries registered with SEBI or registered as broker with Stock
Exchanges and eligible to act as Underwriters;
4. Escrow Collection Bank/ Banker to the Issue/ Sponsor Bank;
5. Registrar to the Issue;
6. The SCSBs;
7. Registered Brokers; and
8. CDPs.
The SEBI (ICDR) Regulations have permitted the Issue of securities to the public through the Book Building
Process. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the
“SCRR”) the Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company
wherein not more than 50% of the Issue shall be allocated on a proportionate basis to QIBs. Our Company in
consultation with the BRLM allocated up to 60% of the QIB portion to Anchor Investors on a proportionate basis
73
at the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations, out of which at least one-
third were made available for allocation to domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. An Anchor Investor shall make a
minimum Bid of such number of Equity Shares that the Bid Amount is at least ₹1,000 lacs. In the event of under-
subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor
Portion shall be added to the Net QIB Portion.
Such number of Equity Shares representing 5% of the Net QIB Portion (other than the Anchor Investor Portion)
shall be allocated on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall
be allocated 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 Issue Price. In the event that the aggregate demand from
Mutual Funds is greater than 76,950 Equity Shares, allocation shall be made to Mutual Funds proportionately, to
the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate
demand by QIBs, be available for allocation proportionately out of the remainder of the Net QIB Portion, after
excluding the allocation in the Mutual Fund Portion. However, in the event that the aggregate demand from Mutual
Funds is less than as specified above, the balance Equity Shares available for allotment in the Mutual Fund Portion
will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (including mutual funds)
in proportion to their Bids. Further not less than 15% of the Issue shall be allocated on a proportionate basis to
Non-Institutional Bidders and not less than 35% of the Issue shall be allocated on a proportionate basis to Retail
Individual Bidders, subject to valid Bids being received at or above the Issue Price.
Subject to valid Bids being received at or above the Issue Price, under-subscription in any category, if any, would
be allowed to be met with spill-over from any other category or combination of categories at the discretion of our
Company in consultation with the BRLM and the Designated Stock Exchange, on a proportionate basis. 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.
Bidders are advised to contact the Company Secretary and Compliance Officer and/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, non-receipt of funds by electronic mode etc.
In accordance with the SEBI ICDR Regulations, QIBs Bidders (other than Anchor Investors) Bidding in the QIB
Portion and Non-Institutional Bidders Bidding in the Non-Institutional Portion were 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 could revise their Bids during the Bid/ Issue Period and/or withdraw their Bids until the
Bid/Issue Closing Date. Anchor Investors could not withdraw their Bids after the Anchor Investor Bidding Date.
Further, allocation to QIBs in the QIB Portion will be on a proportionate basis. By submitting a Bid, each Bidder
will be deemed to have acknowledged the above restrictions and the terms of the Issue. For further details, refer
to the section titled “Issue Structure” and “Issue Procedure” on pages 328 and 331 respectively, of this Prospectus.
Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI
for the Issue. Our Company has appointed the BRLM to manage the Issue and procure Bids for the Issue.
The process of Book Building 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.
Notwithstanding the foregoing, Bidders should note that this Issue is also subject to obtaining (i) the approval of
the RoC after the Prospectus is filed with the RoC; and (ii) final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment.
For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on
page 331 of this Prospectus.
Illustration of Book Building Process and Price Discovery Process (Investors should note that this example is
solely for illustrative purposes and is not specific to the Issue.).
Bidders can bid at any price within the price band. For instance, assume a price band of ₹ 20/- to ₹ 24/- per equity
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
74
bidding centres during the bidding period. The illustrative book below shows the demand for the equity shares of
the issuer company at various prices and is collated from bids received from various investors.
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,
in consultation with the Book Running Lead Manager will finalize 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.
1. Check eligibility for making a bid (refer the section titled “Issue Procedure” on page 331);
2. Ensure that you have an active demat account and the demat account details are correctly mentioned in the
Bid cum- Application Form.
3. Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid-cum-Application Form. Based
on these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the
Depositories.
4. Except for Bids on behalf of the Central or State Government and the officials appointed by the courts and
by investors residing in the state of Sikkim, for Bids of all values ensure that you have mentioned your
PAN allotted under the IT Act in the Bid-cum-Application Form. The exemption for the Central or State
Government and the officials appointed by the courts and for investors residing in the State of Sikkim is
subject to the Depository Participants’ verifying the veracity of such claims of the investors by collecting
sufficient documentary evidence in support of their claims. 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 the transaction;
5. Ensure that the Bid-cum-Application Form is duly completed as per instructions given in the Red Herring
Prospectus, Prospectus and in the Bid-cum-Application Form.
6. ASBA Bidders can submit their Bids by submitting Bid-cum-Application Forms, either in physical or
electronic mode, to the SCSB with whom the ASBA Account is maintained or in physical form to the
Designated Intermediaries. ASBA Bidders should ensure that their bank accounts have adequate credit
balance at the time of submission to the SCSB to ensure that their Bid-cum-Application Form is not
rejected;
7. Applications through UPI in IPOs can be made only through the SCSBs / mobile applications (apps) whose
name appears on the SEBI website, therefore for RIBs who made applications through intermediaries, the
process of, investor submitting Bid-cum-Application Form with any intermediary along with bank account
details and movement of such application forms from intermediaries to Self-Certified Syndicate Banks
(SCSBs) for blocking of funds, will be discontinued.
Underwriting Agreement
Prior to the filing of this Prospectus with the RoC, our Company has entered into an Underwriting Agreement
with the Underwriters for the Equity Shares proposed to be offered through the Issue. The Underwriting
Agreement is dated November 08, 2021. Pursuant to the terms of the Underwriting Agreement, the obligations of
the Underwriters are several and are subject to certain conditions specified therein:
75
The Underwriters have indicated their intention to underwrite the following number of Equity Share:
Name, address, telephone number, Facsimile and e- Indicative Number of Amount % of the total
mail addresses of the Underwriters Equity Shares to be Underwritten Issue size
Underwritten Underwritten
Unistone Capital Private Limited 76,95,000 12,542.85 lacs 100%
305, A Wing, Dynasty Business Park,
Andheri Kurla Road, Andheri East, Mumbai- 400059.
Telephone: +91 9820057533
Email: mb@[Link]
Website: [Link]
The above-mentioned is indicative underwriting and will be finalised after Basis of Allotment and and actual
allocation in accordance with the provisions of the SEBI ICDR Regulations.
In the opinion of the Board, the resources of the Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchange(s).
The Board/ IPO Committee, at its meeting held on November 08, 2021 has accepted and entered into the
Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may
not necessarily be in proportion to their underwriting commitment.
76
CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of this Red Herring Prospectus and after giving effect to
the Issue is set forth below:
Classes of Shares
Our Company has only one class of share capital i.e. Equity Shares of face value of ₹10/- each only. All the issued
Equity Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this
Prospectus.
The initial authorised capital of our Company was ₹ 3,00,000 consisting of 3,000 Equity Shares of ₹100 each.
Further, the authorised share capital of our Company has been altered in the manner set forth below:
77
Date of Particulars of Change AGM/EGM
Shareholder’s From To
Meeting
March 30, 2013 ₹ 1,00,00,000 consisting of 10,00,000 ₹ 1,30,00,000 consisting of 13,00,000 EGM
Equity Shares of ₹ 10 each Equity Shares of ₹ 10 each
April 1, 2013 ₹ 1,30,00,000 consisting of 13,00,000 ₹ 7,15,00,000 consisting of 71,50,000 Order dated July 07, 2014
Equity Shares of ₹ 10 each Equity Shares of₹ 10 each passed by the Hon’ble High
Court of Hyderabad#
November 21, 2019 ₹ 7,15,00,000 consisting of 71,50,000 ₹ 12,00,00,000 consisting of EGM
Equity Shares of ₹ 10 each 1,20,00,000 Equity Shares of ₹ 10 each
July 30, 2021 12,00,00,000 consisting of 1,20,00,000 32,00,00,000 consisting of 3,20,00,000 EGM
Equity Shares of ₹ 10 each Equity Shares of ₹ 10 each
#
The Hon’ble High Court of Judicature at Hyderabad, vide its order dated January 30, 2014 had dispensed with the requirement of holding
a general meeting by our Company for sanctioning the scheme of arrangement for amalgamation of Sigachi Cellulos Private Limited
and Sigachi Plasticisers Private Limited with our Company.
The following table sets forth details of the history of paid-up Equity Share capital of our Company:
Date of No. of Face Issue Nature of Nature of Cumulative Cumulative paid –up
Allotment Equity value Price consideration Allotment number of Equity Capital
Shares (₹) (₹) Shares (₹)
On 20 100 100 Cash Subscription to 20 20
Incorporation* Memorandum of
Association(1)
February 1, 5,000 100 100 Cash Preferential 5,020 5,02,000
1990# Allotment(2)
February 26, 580 100 100 Cash Preferential 5,600 5,60,000
1990# Allotment (3)
March 30, 860 100 100 Cash Preferential 6,460 6,46,000
1990# Allotment (4)
April 30, 1990# 1,540 100 100 Cash Preferential 8,000 8,00,000
Allotment (5)
December 11, 22,200 100 100 Cash Preferential 30,200 30,20,000
1994# Allotment (6)
March 22, 245 100 100 Cash Preferential 30,445 30,44,500
1996# Allotment (7)
October 30, 4,555 100 100 Cash Preferential 35,000 35,00,000
2003 Allotment (8)
March 31, 2004 345 100 100 Cash Preferential 35,345 35,34,500
Allotment (9)
September 30, 23,600 100 125 Cash Preferential 58,945 58,94,500
2008 Allotment (10)
January 19, 22,544 100 125 Cash Preferential 81,489 81,48,900
2009 Allotment (11)
December 1, 3,935 100 125 Cash Preferential 85,424 85,42,400
2009 Allotment (12)
Pursuant to a resolution passed by our Shareholders at the EGM dated February 15, 2013, the Equity Shares of face value of ₹ 100
each were sub-divided into Equity Shares of face value of ₹10 each.
March 30, 2013 4,27,120 10 - Considerati Bonus Issue (13) 12,81,360 1,28,13,600
on other
than cash
October 4, 13,87,330 10 - Considerati Allotment 26,68,690 2,66,86,900
2014@ on other pursuant to
than Cash Scheme Of
Arrangement(14)
March 31, 2015 3,31,310 10 44 Cash Preferential 30,00,000 3,00,00,000
Allotment(15)
March 28, 2017 73,000 10 59 Cash Preferential 30,73,000 3,07.30,000
Allotment(16)
November 21, 46,09,500 10 - Considerati Bonus Issue(17) 76,82,500 7,68,25,000
2019 on other
78
Date of No. of Face Issue Nature of Nature of Cumulative Cumulative paid –up
Allotment Equity value Price consideration Allotment number of Equity Capital
Shares (₹) (₹) Shares (₹)
than Cash
July 30, 2021 1,53,65,0 10 - Considerati Bonus Issue(18) 2,30,47,500 23,04,75,000
00 on other
than Cash
*Date of incorporation of our Company is January 11, 1989.
#
We have placed reliance on the disclosures made in the Board minutes, to ascertain the details of the issue of Equity
Shares, the nature of allotment and the nature of consideration since Form 2 for the relevant allotment is not present in
the records of the Company and is not found in the records of the RoC, as certified by Aakansha, Company Secretary in
Practice, under their search report dated September 8, 2020. For further information, please refer to Risk Factor No. 29-
Certain records and regulatory filings of our Company are not traceable under chapter titled ‘Risk Factors’ on page 38
of this Prospectus.
@
Allotment of Equity Shares made to shareholders of Sigachi Cellulos Private Limited and Sigachi Plasticisers Private
Limited (the “Transferor Companies”) whose names appeared on the register of members of such companies, on
September 10, 2013 pursuant to the scheme of arrangement sanctioned by the Hon’ble High Court of Judicature at
Hyderabad vide its order dated July 7, 2014. For details, see “History and Certain Corporate Matters – Details regarding
acquisition of business/ undertakings, mergers, amalgamation, revaluation of assets, etc.” on page 192 of this Prospectus.
(1) Subscription of to the MOA for the total of 20 Equity Shares by Rabindra Prasad Sinha (10Equity Shares) and
Sudha Sinha (10 Equity Shares).
(2) Preferential Allotment of a total of 5,000 Equity Shares to Rabindra Prasad Sinha (750 Equity Shares), Ganesh
Singh Gahlot (580 Equity Shares), Sudha Sinha (530 Equity Shares), Veena Gahlot (520 Equity Shares),
Chidambarnathan Shanmuganathan(1,300 Equity Shares), Chidambaranathan Dharani Devi (170 Equity Shares),
B.R. Yadav (800 Equity Shares), Shyama Chauhan(100 Equity Shares) and Jaya Chauhan (250 Equity Shares).
(3) Preferential Allotment of a total of 580 Equity Shares to Rabindra Prasad Sinha (80 Equity Shares), Ganesh Singh
Gahlot (100 Equity Shares), Veena Gahlot (100 Equity Shares), B.R. Yadav (200 Equity Shares) and C.K. Singh
(100 Equity Shares).
(4) Preferential Allotment of a total of 860 Equity Shares to Rabindra Prasad Sinha (110 Equity Shares), Ganesh
Singh Gahlot (200 Equity Shares), Gaurav Singh Gahlot (50 Equity Shares), Sudha Sinha (250 Equity Shares),
Nitin Raj Sinha (50 Equity Shares), Amit Raj Sinha (50 Equity Shares), Smita Sinha (50 Equity Shares), Divya
Sony (50 Equity Shares) and Navnit Raja (50 Equity Shares).
(5) Preferential Allotment of a total of 1,540 Equity Shares to Rabindra Prasad Sinha (50 Equity Shares), Sudha Sinha
(210 Equity Shares), Ganesh Singh Gahlot (620 Equity Shares), Chidambarnathan Shanmuganathan(200 Equity
Shares), B.R. Yadav (100 Equity Shares), Divya Sony (10 Equity Shares), R.D. Yadav (300 Equity Shares) and
Devraj Singh (50 Equity Shares).
(6) Preferential Allotment of a total of 22,200 Equity Shares to Arti Sharma (100 Equity Shares), Amit Raj Sinha (80
Equity Shares), Archana Sharma (100 Equity Shares), Bimla Sharma (110 Equity Shares), Bhupendra Prasad
Sinha (250 Equity Shares), B.R. Yadav (2,500 Equity Shares), Chidambarnathan Shanmuganathan (3,000 Equity
Shares), Divya Sony (60 Equity Shares), Chidambaranathan Dharani Devi (910 Equity Shares), Dev Raj Singh
(550 Equity Shares), C. Bhavani Shanmugam (formerly known as Ganesh Shanmugam) (150 Equity Shares),
Ganesh Singh Gahlot (2,350 Equity Shares), Gaurav Singh Gahlot (1,750 Equity Shares), Krishna Sinha (250
Equity Shares), C. Karthika (150 Equity Shares), Lata Sharma (200 Equity Shares), S. D. Nigam (250 Equity
Shares), Navneet Raja (50 Equity Shares), Rabindra Prasad Sinha (3,000 Equity Shares), Sudha Sinha (1,100
Equity Shares), Shobha Nigam (250 Equity Shares), Smita Sinha (1,000 Equity Shares), Satyanarayana Sharma
(100 Equity Shares), Swarna Latha K. (190 Equity Shares), Usha Kiran Finance Limited (1,500 Equity Shares),
Veena Gahlot (1,850 Equity Shares), S.K. Chauhan (350 Equity Shares) and Veer Bhadra Singh Chauhan (50
Equity Shares).
(7) Preferential Allotment of a total of 245 Equity Shares to B.R. Yadav (120 Equity Shares) and Jaya Chauhan (125
Equity Shares).
(8) Preferential Allotment of a total of 4,555 Equity Shares to Rabindra Prasad Sinha(1,355 Equity Shares),
Chidambarnathan Shanmuganathan(1,500 Equity Shares) and Ganesh Singh Gahlot(1,700 Equity Shares).
(9) Preferential Allotment of a total of 345 Equity Shares to Rabindra Prasad Sinha (345 Equity Shares).
(10) Preferential Allotment of a total of 23,600 Equity Shares to Rabindra Prasad Sinha (4,000 Equity Shares),
Chidambarnathan Shanmuganathan (2,000 Equity Shares), Chidambaranathan Dharani Devi (600 Equity
Shares), B.R. Yadav (5,200 Equity Shares), Nitin Raj Sinha (2,000 Equity Shares), Divya Sony (250 Equity Shares),
Navnit Raja (250 Equity Shares), Bhupendra Prasad Sinha (250 Equity Shares), Krishna Sinha (250 Equity
Shares), Sobha Nigam (3,000 Equity Shares), M. Vasudev Rao (1,000 Equity Shares) and RPS Projects and
Developers Private Limited (4,800 Equity Shares).
(11) Preferential Allotment of a total of 22,544 Equity Shares to Rabindra Prasad Sinha (1,840 Equity Shares), Amit
Raj Sinha (3,616 Equity Shares), Chidambarnathan Shanmuganathan (2,000 Equity Shares),
ChidambaranathanDharani Devi (4,740 Equity Shares), B.R. Yadav (5,700 Equity Shares), Nitin Raj Sinha (3,616
Equity Shares), Smita Sinha (360 Equity Shares) and Sudha Sinha (672 Equity Shares).
(12) Preferential Allotment of a total of 3,935 Equity Shares to Chidambarnathan Shanmuganathan.
79
(13) Bonus Issue of a total of 4,27,120 Equity Shares in the ratio of 01 Equity Share for every 02 Equity Shares held to
Rabindra Prasad Sinha (57,700 Equity Shares), Sudha Sinha (13,860 Equity Shares), Ganesh Singh Gahlot
(19,600 Equity Shares), Chidambarnathan Shanmuganathan (81,025 Equity Shares), Chidambaranathan Dharani
Devi (33,050 Equity Shares), B.R. Yadav (85,100 Equity Shares), Jaya Chauhan (1,875 Equity Shares), Nitin Raj
Sinha (28,330 Equity Shares), Amit Raj Sinha (22,280 Equity Shares), Smita Sinha (7,050 Equity Shares), Divya
Soni (1,850 Equity Shares), Navnit Raja (1,750 Equity Shares), Devraj Singh (3,500 Equity Shares), Bimla Sharma
(2,050 Equity Shares), Bhupendra Prasad Sinha (2,500 Equity Shares), C. Bhavani Shanmugam (formerly known
as Ganesh Shanmugam)(750 Equity Shares), Krishna Sinha (2,500 Equity Shares), C. Karthika (750 Equity
Shares), Latha Sharma (1,000 Equity Shares), S.D. Nigam (1,250 Equity Shares), Shobha Nigam (16,250 Equity
Shares), Usha Kiran Finance Limited (7,500 Equity Shares), Veer Bhadra Singh Chauhan (250 Equity Shares),
Divya Chauhan (1,750 Equity Shares), M. Vasudeva Rao (5,000 Equity Shares), RPS Projects and Developers
Private Limited (24,000 Equity Shares) and Kamala Yadav (4,600 Equity Shares).
(14) Allotment of a total of 13,87,330 Equity Shares, pursuant to a scheme of arrangement in the ratio of 25 Equity
Shares for every fully paid up 100 Equity Shares held by the shareholders in Sigachi Cellulos Private Limited and
33 Equity Shares for every fully paid up 100 Equity Shares held by the shareholders in Sigachi Plasticisers Private
Limited to Rabindra Prasad Sinha (753 Equity Shares), Chidambarnathan Shanmuganathan (15,703 Equity
Shares), B.R. Yadav (16,500 Equity Shares), Amit Raj Sinha (32,865 Equity Shares), Krishna Sinha (5,800 Equity
Shares), Shobha Nigam (18,900 Equity Shares), M. Vasudeva Rao (5,800 Equity Shares), RPS Projects and
Developers Private Limited (6,04,340 Equity Shares), Lijo Stephen Chacko (5,800 Equity Shares), Claramma
Cyriac (1,450 Equity Shares), Gagan Moudgil (1,450 Equity Shares), M Annapurna (1,160 Equity Shares), C
Satyanarayana Reddy (25,000 Equity Shares), Dharam Prakash Tripathi (3,10,500 Equity Shares), Surendra
Prasad Sinha (11,395 Equity Shares), Tribhuvan Ravji Thacker (30,000 Equity Shares), Tripti Tribhuvan Thacker
(30,000 Equity Shares), Vijay Amrutlal Bhavsar (HUF)(1,27,069 Equity Shares), Harsh Vardhan (5,000 Equity
Shares), JharnaKharidia (5,000 Equity Shares), Claudia Beatriz Lopez Lira (5,470 Equity Shares), Sikharam
Jhansi Kumari (1,240 Equity Shares), Pankaj A Bhavsar (14,950 Equity Shares), Maheswari V Bhavsar (28,200
Equity Shares), Arjun Bhavsar (12,175 Equity Shares), Tribhuvan Ravji Thacker with TriptiTribhuvan Thacker
(15,000 Equity Shares), Geetaben M Rami with Manubhai R Rami (12,000 Equity Shares), Mehul Kumar P Patel
with Nita Mehul Kumar Patel (12,000 Equity Shares), Purusottam V Patel with Urmilaben P Patel (12,000 Equity
Shares) and Bhagavat Bhavsar (19,800 Equity Shares).
(15) Preferential Allotment of a total of 3,31,310 Equity Shares to RPS Projects and Developers Private Limited
(2,86,310 Equity Shares), Dharam Prakash Tripathi (11,000 Equity Shares), Ruchi Simolte (34,000 Equity
Shares).
(16) Preferential Allotment of a total of 73,000 Equity Shares to Amit Raj Sinha.
(17) Bonus Issue of a total of 4,609,500 Equity Shares in the ratio of 03 Equity Share for every 02 Equity Shares held to
Rabindra Prasad Sinha (304,368 Equity Shares), Sudha Sinha (17,088 Equity Shares), Chidambarnathan
Shanmuganathan (388,167 Equity Shares), Chidambaranathan Dharani Devi (148,725 Equity Shares), Nitin Raj
Sinha (127,485 Equity Shares), Amit Raj Sinha (259,062 Equity Shares), Smita Sinha (61,125 Equity Shares), C.
Bhavani Shanmugam (formerly known as Ganesh Shanmugam)(3,375 Equity Shares), C. Karthika (3,375 Equity
Shares), RPS Projects and Developers Private Limited (15,06,345 Equity Shares), RPS Family Trust (91,992
Equity Shares), Amit Raj Sinha Family Trust (59,250 Equity Shares), BR Yadav (428,400 Equity Shares), Vijay A
Bhavsar (HUF) (1,63,332 Equity Shares), Pankaj A. Bhavsar (22,425 Equity Shares), Maheswari V. Bhavsar
(42,300 Equity Shares), Krishna Sinha (47,400 Equity Shares), Shobha Nigam (1,07,100 Equity Shares), C.
Satyanarayna Reddy (37,500 Equity Shares), Dharm Prakash Tripathi (4,82,250 Equity Shares), Arjun Bhavsar
(18,261 Equity Shares), Bhagvat Bhavsar (29,700 Equity Shares),Tribhuvan Ravji Thacker (45,000 Equity
Shares),Tribhuvan Ravji Thacker with TriptiTribhuvan Thacker(22,500 Equity Shares), Gitaben M. Rami with
Manubhai R. Rami (18,000 Equity Shares), Mehul Kumar Patel with Neeta Mehul Kumar Patel (18,000 Equity
Shares), Purshottam V Patel with Urmilaben Patel (18,000 Equity Shares), Ruchi Simlote (51,000 Equity Shares),
Bimla Sharma (9,225 Equity Shares) and Usha Kiran Finance Limited (33,750 Equity Shares).
(18) Bonus Issue of a total of 1,53,65,000in the ratio of 02 Equity Share for every 01 Equity Shares held to Rabindra
Prasad Sinha (10,14,560 Equity Shares), Sudha Sinha (56,960 Equity Shares), Chidambarnathan
Shanmuganathan (12,93,890 Equity Shares), Chidambaranathan Dharani Devi (4,95,750 Equity Shares), Nitin
Raj Sinha (4,24,950 Equity Shares), Amit Raj Sinha (8,63,540 Equity Shares), Smita Sinha (2,03,750 Equity
Shares), C. Bhavani Shanmugam (formerly known as Ganesh Shanmugan) (11,250 Equity Shares), C. Karthika
(11,250 Equity Shares), RPS Projects and Developers Private Limited (50,21,150 Equity Shares), RPS Family
Trust (3,06,640 Equity Shares), Amit Raj Sinha Family Trust (1,97,500 Equity Shares), BR Yadav (14,28,000
Equity Shares), VijayA Bhavsar (HUF) (5,44,440 Equity Shares), Pankaj A. Bhavsar (74,750 Equity Shares),
Maheswari V. Bhavsar (1,41,000 Equity Shares), Krishna Sinha (1,58,000 Equity Shares), Shobha Nigam
(3,57,000 Equity Shares), C. Satyanarayna Reddy (1,25,000 Equity Shares), Dharm Prakash Tripathi (16,07,500
Equity Shares), Arjun Bhavsar (1,00,470 Equity Shares),Dipesh B Bhavsarwith Jyotsna Ben B. Bhavsar (59,400
Equity Shares),Tribhuvan Ravji Thacker (1,50,000 Equity Shares),Tripti Tribhuvan Thacker (1,50,000 Equity
Sahres) Tribhuvan Ravji Thacker with TriptiTribhvan Thacker (75,000 Equity Shares), Gitaben M. Rami with
Manubhai R. Rami (60,000 Equity Shares), Mehul Kumar Patel with Neeta Mehul Kumar Patel (60,000 Equity
Shares), Purshottam V Patel with Urmilaben Patel (60,000 Equity Shares), Ruchi Simlote (1,70,000 Equity
Shares), Bimla Sharma (30,750 Equity Shares) and Usha Kiran Finance Limited (1,12,500 Equity Shares).
80
2. Preference Share capital history of our Company
Our Company does not have any preference share capital as on the date of this Prospectus.
3. Issue of equity shares for consideration other than cash or out of revaluation reserves and through
Bonus Issue:
Except as set out below we have not issued Equity Shares for consideration other than cash:
As on date of this Prospectus, our Company has not undertaken a bonus issue by capitalizing its revaluation
reserves.
4. For details of the Equity Shares allotted by our Company pursuant to any scheme approved under sections
391-394 of the Companies Act, 1956 and/or sections 230-232 of the Companies Act, 2013, please refer to
note (14) of the paragraph titled “History and Share Capital of our Company” on page 78 of this chapter. For
details of the scheme of arrangement entered into between our Company, Sigachi Cellulos Private Limited
and Sigachi Plasticisers Private Limited, please see “History and Certain Corporate Matters – Details
regarding acquisition of business/ undertakings, mergers, amalgamation, revaluation of assets, etc.” on page
192 of this Prospectus.
5. Our Company has not issued any Equity Shares under any employee stock option scheme or employee stock
purchase scheme.
6. Except for the Bonus Issue of 1,53,65,000 Equity Shares of our Company on July 30, 2021 allotted pursuant to
the Board Resolution dated July 30, 2021, our Company has not issued any Equity Shares at a price lower than
the Issue Price during a period of one year preceding the date of the Red Herring Prospectus and this
Prospectus.
81
7. Shareholding Pattern of our Company
The table below represents the shareholding pattern of our Company as on the date of this Prospectus:
Categor Category of No. of No. of fully No. of No. of Total No. of Shareho Number of Voting Rights held in each class of No. of Shareholdin No. of Number of No. of Equity
y Shareholder Sharehol paid-up Equity Partly shares shares held lding as securities (IX) Shares g as a % locked-in Equity Shares held
(I) (II) ders (III) Shares held paid- underl (VII) = a % of underlying assuming Equity Shares in
(IV) up ying (IV)+(V)+ ( total no. outstandin full Shares pledged or dematerialize
Equit deposi ++VI) of g conversion (XII) otherwise d form
y tory Equity convertible of encumbered (XIV)
Share receip Shares securities convertible (XIII)
s held ts (VI) (calculat Class Total Total as (including securities No As a No As a
(V) ed as (Equity) a % of warrants) No. (a) . % of . % of
per (A+B+C (a) total (a) total
SCRR) ) share share
(VIII) s held s held
As a % (b) (b)
of
(A+B+C
2)
(A) Promoters 13 1,48,97,910 - - 1,48,97,910 64.64 1,48,97,910 1,48,97,910 64.64 - 64.64 - - - - 1,48,97,910
and
Promoter
Group
(B) Public 18 81,49,590 - - 81,49,590 35.36 81,49,590 81,49,590 35.36 - 35.36 - - - - 81,49,590
(C) Non- - - - - - - - - - - - - - - - -
Promoter-
Non-Public
(C1) Shares - - - - - - - - - - - - - - - -
underlying
depository
receipts
82
i. Other details of shareholding of our Company:
a) Particulars of the shareholders holding 1% or more of the paid-up share capital of our Company
aggregating to 80% or more of the paid-up share capital and the number of shares held by them as on
the date of filing of this Prospectus:
b) None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company
as on the date of the filing of this Prospectus are entitled to any Equity Shares upon exercise of warrant,
option or right to convert a debenture, loan or other instrument.
c) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them two (2) years prior to filing of this Prospectus:
d) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them one (1) year from the date of filing of this Prospectus:
83
Sr. Name of the Shareholders No. of Equity Shares % of Pre-Issue Equity
No. Share Capital
3. Beg Raj Yadav 7,14,000 9.29
4. Chidambarnathan Shanmuganathan 6,46,945 8.42
5. Rabindra Prasad Sinha 5,07,280 6.60
6. Amit Raj Sinha 4,31,770 5.62
7. Vijay A Bhavsar (HUF) 2,72,220 3.54
8. Chidambaranathan Dharani Devi 2,47,875 3.23
9. Nitin Raj Sinha 2,12,475 2.77
10. Shobha Nigam 1,78,500 2.32
11. RPS Family Trust 1,53,320 2.00
12. Smita Sinha 1,01,875 1.33
13. Amit Raj Sinha Family Trust 98,750 1.29
14. Ruchi Simlote 85,000 1.11
15. Krishna Sinha 79,000 1.03
Total 70,43,335 82.26
e) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them ten days prior to the date of filing of this Prospectus*:
Sr. Name of the Shareholders No. of Equity Shares % of Pre-Issue Equity Share
No. Capital
1. RPS Projects & Developers Private 75,31,725 32.68
Limited
2. Dharam Prakash Tripathi 24,11,250 10.46
3. Beg Raj Yadav 21,42,000 9.29
4. Chidambarnathan Shanmuganathan 19,40,835 8.42
5. Rabindra Prasad Sinha 15,21,840 6.60
6. Amit Raj Sinha 12,95,310 5.62
7. Vijay A Bhavsar (HUF) 8,16,660 3.54
8. Chidambaranathan Dharani Devi 7,43,625 3.23
9. Nitin Raj Sinha 6,37,425 2.77
10. Shoba Nigam 5,35,500 2.32
11. RPS Family Trust 4,59,960 2.00
12. Smita Sinha 3,05,625 1.33
13. Amit Raj Sinha Family Trust 2,96,250 1.29
14. Ruchi Simlote 2,55,000 1.11
15. Krishna Sinha 2,37,000 1.03
Total 2,11,30,005 91.69
*
The Board at its meeting held on July 8, 2021, approved and recommended the issue of bonus shares. The
shareholders approved the issue of bonus shares at the meeting held on July 30, 2021. The company had alloted
1,53,65,000 fully-paid-up equity shares of face value Rs.10 each. A bonus share of 2 equity shares for every 1 equity
shares held.
f) Our Company has not made any initial public offer of its Equity Shares or any convertible securities
during the preceding 02 (two) years from the date of the Red Herring Prospectus and this Prospectus.
8. Our Company presently does not have any intention or proposal to alter its capital structure within a period
of six (6) months from the date of opening of the Issue by way of split/consolidation of the denomination of
Equity Shares or further issue of Equity Shares whether preferential or bonus, rights or further public issue
basis. However, our Company may further issue Equity Shares (including issue of securities convertible into
Equity Shares) whether preferential or otherwise after the date of the opening of the Issue to finance an
acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement or any
other purpose as the Board may deem fit, if an opportunity of such nature is determined by its Board of
Directors to be in the interest of our Company.
84
9. Details of Build-up of our Promoter’s shareholding:
As on the date of this Prospectus, the Promoters of our Company, hold 1,22,89,710 Equity Shares, equivalent
to 53.32% of the issued, subscribed and paid-up Equity Share capital of our Company and none of the Equity
Shares held by the Promoters are subject to any pledge.
Set forth below are the details of the build – up of our Promoters’ shareholding in our Company since
incorporation:
85
Date of Nature of Number Face Issue / Nature of % of % of Cumulative
Allotment / transaction of Equity value transfer consideration pre post number of
transfer Shares per price (cash / other issue issue Equity
and Date Equity per than cash) capital capital Shares
when made Share Equity
fully paid- (in ₹) Share
up (in ₹)
Lopez Lira
Transfer to (3) 10 63 Cash 2,02,912
RPS Family 0.00 0.00
Trust
November Bonus Issue 3,04,368 10 - Consideration 5,07,280
1.32 0.99
21, 2019 other than Cash
July 30, 2021 Bonus Issue 10,14,560 10 - Consideration 15,21,840
4.40 3.30
other than Cash
Total 15,21,840 6.60 4.95
b) Chidambarnathan Shanmuganathan
86
c) Amit Raj Sinha
87
10. As on the date of this Prospectus, the Company has 31 (thirty-one) members/shareholders.
11. The details of the Shareholding of the members of the Promoter Group as on date of this Prospectus are set
forth in the table below:
12. The Promoter, Promoter Group, Directors of our Company and their relatives have not undertaken purchase
or sale transactions in the Equity Shares of our Company, during a period of six (6) months preceding the
date on which this Prospectus is filed with SEBI.
13. There are no financing arrangements wherein the Promoters, Promoter Group, the Directors of our Company
and 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 (6) months immediately
preceding the date of filing of the Prospectus.
Pursuant to Regulation 14 and 16 of the SEBI (ICDR) Regulations, an aggregate of 20.00% of the fully diluted
post-Issue capital of our Company held by the Promoters shall be locked in for a period of three years from the
date of Allotment (“Minimum Promoter’ Contribution”), and the Promoters’ shareholding in excess of 20% of
the fully diluted post-Issue Equity Share capital shall be locked in for a period of one year from the date of
Allotment.
The lock-in of the Minimum Promoter’s Contribution would be created as per applicable laws and procedures and
details of the same shall also be provided to the Stock exchange before the listing of the Equity Shares.
88
Following are the details of Minimum Promoter’s Contribution:
89
Sr No Number of Nature of Date of Face Issue / Nature of % of Period
Equity Allotment / Allotment value Acquisition considerati fully of
Shares Transfer and Date (in ₹) Price per on (cash / diluted lock-
locked- when Equity other than post- in
in*(1)(2) made Share (in cash) Issue
fully ₹) paid-up
paid-up capital
3 Amit Raj Sinha
44,560 Sub-division of February 10 - Cash 0.14 3
shares from ₹ 15, 2013 years
100 to ₹ 10
each.
22,280 Bonus Issue March 30, 10 - Considerati 0.07 3
2013 on other years
than Cash
32,865 Allotment October 4, 10 - Considerati 0.11 3
pursuant to 2014 on other years
scheme of than Cash
arrangement
73,000 Preferential March 28, 10 59 Cash 0.24 3
Allotment 2017 years
3 Transfer from March 30, 10 63 Cash 0 3
Sudha Sinha 2019 years
90
For details on the build-up of the Equity Share capital held by our Promoters, see “Details of the Build-up of our
Promoters’ shareholding” on page 85.
The Promoter’s Contribution has been brought to the extent of not less than the specified minimum lot and from
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’
Contribution under Regulation 15 of the SEBI (ICDR) Regulations. In this computation, as per Regulation 15 of
the SEBI (ICDR) Regulations, our Company confirms that the Equity Shares which are being locked-in do not,
and shall not, consist of:
Equity Shares acquired during the preceding three years for consideration other than cash and revaluation of
assets or capitalization of intangible assets;
Equity Shares resulting from bonus issue by utilisation of revaluations reserves or unrealised profits of the
Company or from bonus issue against Equity Shares which are otherwise ineligible for minimum promoters’
contribution;
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;
Equity Shares held by the Promoters that are subject to any pledge; and
Equity Shares for which specific written consent has not been obtained from the respective shareholders for
inclusion of their subscription in the Promoters’ Contribution subject to lock-in.
Our Company has not been formed by the conversion of a partnership firm into a company in the past one year
and thus, no Equity Shares have been issued to our Promoters upon conversion of a partnership firm in the past
one year. All the Equity Shares held by the Promoters are held in dematerialized form.
In terms of undertaking executed by our Promoter, Equity Shares forming part of Promoter’s Contribution subject
to lock in will not be disposed/ sold/ transferred by our Promoters during the period starting from the date of filing
of this Prospectus till the date of commencement of lock in period as stated in this Prospectus.
Other than the Equity Shares locked-in as Promoter’s Contribution for a period of three years as stated in the table
above, the excess of minimum Promoter’ Contribution shall be locked in for a period of one year from the date of
Allotment of Equity Shares in the Issue as per Regulation 16 (1)(b) of the SEBI (ICDR) Regulations and the entire
pre-Issue capital of our Company, shall be locked in for a period of six (6) months from the date of Allotment of
Equity Shares in the Issue as per Regulation 17 of the SEBI (ICDR) Regulations. Such lock – in of the Equity
Shares would be created as per the by- laws of the Depositories.
In terms of Regulation 22 of the SEBI (ICDR) Regulations, the Equity Shares held by persons other than the
Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are locked-
in as per Regulation 17 of the SEBI (ICDR) Regulations, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the Takeover Code as applicable.
In terms of Regulation 22 of the SEBI (ICDR) Regulations, the Equity Shares held by our Promoters which are
locked in as per the provisions of Regulation 16 (1) of the SEBI (ICDR) Regulations, may be transferred to and
amongst Promoters / members of the Promoter Group or to a new promoter or persons in control of our Company,
subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Takeover
Code, as applicable.
In terms of Regulation 21(a) of the SEBI (ICDR) Regulations, the locked-in Equity Shares held by our Promoters
can be pledged only with any scheduled commercial banks or public financial institutions or a systemically
important non-banking finance company or a housing finance company as collateral security for loans granted by
such banks or financial institutions, provided that such loans have been granted for the purpose of financing one
91
or more of the objects of the Issue and pledge of the Equity Shares is a term of sanction of such loans.
In terms of Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by the Promoters which are
locked-in for a period of one (1) year from the date of allotment may be pledged only with scheduled commercial
banks, public financial institutions, systemically important non-banking finance companies or housing finance
companies as collateral security for loans granted by such entities, provided that such pledge of the Equity Shares
is one of the terms of the sanction of such loans;
An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to the nearer
multiple of minimum allotment lot, while finalizing the Basis of Allotment. Consequently, the actual allotment
may go up by a maximum of 10% of the Issue as a result of which, the post-issue paid up capital after the Issue
would also increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the
Promoters and subject to lock-in shall be suitably increased so as to ensure that 20% of the Post Issue paid-up
capital is locked in for three (3) years.
In terms of Schedule XIII of the SEBI ICDR Regulations, the Equity Shares allotted to Anchor Investors shall be
locked in for a period of 30 days from the date of Allotment of such Equity Shares.
1. Our Company, our Promoter, our Directors and the BRLM have no existing buyback arrangements or any
other similar arrangements for the purchase of Equity Shares being offered through the Issue.
2. The post-Issue paid up Equity Share Capital of our Company shall not exceed the authorised Equity Share
Capital of our Company.
3. There have been no financing arrangements whereby our Directors or any of their relatives have financed the
purchase by any other person of securities of our Company during the six (6) months immediately preceding
the date of filing of this Prospectus.
4. No person connected with the Issue, including, but not limited to, our Company, the members of the
Syndicate, or our Directors, 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, except for fees or commission for
services rendered in relation to the Issue.
5. Our Company does not contemplate any issuance or placement of Equity Shares from the date of this
Prospectus until the listing of the Equity Shares.
6. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other
convertible instruments into Equity Shares as on the date of this Prospectus.
7. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company
will comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
8. Our Company has ensured that transactions in Equity Shares by our Promoters and the Promoter Group during
the period between the date of filing the Red Herring Prospectus and the date of closure of the Issue, if any,
have been reported to the Stock Exchanges within 24 hours of such transactions.
9. All Equity Shares issued pursuant to the Issue are fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Prospectus.
10. As on the date of this Prospectus, the BRLM and their respective associates (as defined under the Securities
and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our
Company. The BRLM 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.
11. Our Promoter and the members of our Promoter Group will not participate in the Issue.
92
12. Following are the details of Equity Shares of our Company held by our Directors, Key Management
Personnel:
Sr. No. Name of the Shareholders No. of Equity Shares % of Pre-Issue Equity Share Capital
1. Chidambarnathan Shanmuganathan 19,40,835 8.42
2. Rabindra Prasad Sinha 15,21,840 6.60
3. Amit Raj Sinha 12,95,310 5.62
4. Vijaykumar Amrutlal Bhavsar 8,16,660 3.54
13. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Issue.
93
OBJECTS OF THE ISSUE
We intend to utilize the Proceeds of the Issue, after deducting the Issue related expenses, as estimated to be
₹11,012.85 lacs (the “Net Proceeds”).
Our Company proposes to utilize the Net Proceeds from the Issue towards the following objects:
The main objects clause of our Memorandum of Association and the objects incidental and ancillary to the main
objects enable us to undertake the activities for which funds are being raised in the Issue. The existing activities
of our Company are within the objects clause of our Memorandum of Association.
Additionally, we believe that the listing of Equity Shares will enhance our Company’s corporate image, brand
name and create a public market for our Equity Shares in India.
Issue Proceeds
The details of the proceeds of the Issue are set out in the following table:
(₹ in lacs)
Particulars Estimated amount
Gross Proceeds from the Issue 12,542.85
(Less) Issue related expenses 1,530.00
Net Proceeds 11,012.85
The Net Proceeds are proposed to be used in the manner set out in in the following table:
(₹in lacs)
Sr. No. Particulars Estimated amount
1. Funding capital expenditure
a. for expansion of production capacity for MCC at Dahej, Gujarat 2,815.82
b. for expansion of production capacity for MCC at Jhagadia, Gujarat 2,924.13
c. Funding capital expenditure to manufacture CCS at the Proposed Unit 3,229.87
2. General corporate purposes(1) 2,043.03
(1)
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
94
Schedule of Implementation
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(₹ in lacs)
Sr. Particulars Amount to Amount Estimated Utilisation of Net Proceeds
No. be funded already Fiscal 2022 Fiscal 2023 Fiscal 2024
from the Net incurred as
Proceeds on October
11, 2021(1)
1. Funding capital expenditure:
a. for expansion of production 2,815.82 226.75 783.73 1,805.34 -
capacity for MCC at existing
facility at Dahej, Gujarat
b. for expansion of production 2,924.13 777.40 1097.16 1,049.57 -
capacity for MCC at existing
facility at Jhagadia, Gujarat
c. to manufacture CCS at the 3,229.87 - 200.00 1,800.00 1,229.87
Proposed Unit
SUB TOTAL (A) 8,969.82 1,004.15 2080.89 4,654.91 1,229.87
2. General corporate purposes 2.043.03 Nil 2.043.03 Nil Nil
SUB TOTAL (B) 2.043.03 Nil 2.043.03 Nil Nil
TOTAL (A+B) 11,012.85 1,004.15 4,123.92 4,654.91 1,229.87
(1)
As certified by T Adinarayana & Co., Chartered Accountants, by way of their certificate dated October 11, 2021. The amount
expended by our Company shall be recouped from the Net Proceeds.
Given the nature of our business, we may have to revise our funding requirements and deployment on account of
a variety of factors such as our financial condition, business strategy and external factors such as market
conditions, competitive environment and interest or exchange rate fluctuations, changes in design and
configuration of the Projects, increase in input costs of construction materials and labour costs, incremental
preoperative expenses, taxes and duties, start-up costs, interest and finance charges, working capital margin,
environment and ecology costs and other external factors which may not be within the control of our management.
This may entail rescheduling or revising the planned expenditure and funding requirements, including the
expenditure for a particular purpose, at the discretion of our management. Subject to applicable law, if the actual
utilisation towards any of the Objects is lower than the proposed deployment such balance will be used for general
corporate purposes to the extent that the total amount to be utilized towards general corporate purposes will not
exceed 25% of the gross proceeds from the Fresh Issue in accordance with Regulation 7(2) of the SEBI ICDR
Regulations.
In case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated costs
of the Objects, business considerations may require us to explore a range of options including utilising our internal
accruals and seeking additional debt from existing and future lenders. We believe that such alternate arrangements
would be available to fund any such shortfalls. Further, 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 the other purposes for which funds are being raised in this Issue.
To the extent our Company is unable to utilise any portion of the Net Proceeds towards the aforementioned objects,
as per the estimated scheduled of deployment specified above, our Company shall deploy the Net Proceeds in
subsequent Fiscals towards the aforementioned objects.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are
based on our current business plan, management estimates, and other commercial and technical factors and have
not been appraised by any bank or financial institution and are based on valid quotations received from vendors
and suppliers, which are subject to change in the future. These are based on current conditions and are subject to
revisions in light of changes in external circumstances or costs, or our financial and market condition, business or
strategy, competition and interest or exchange rate fluctuations and other external factors, which may not be within
the control of our management. For further details of factors that may affect these estimates, see “Risk Factors”
on page 23 of this Prospectus.
Means of Finance
The capital expenditure of ₹ 8,969.82 will be met from the Net Proceeds and all the balancing amounts and
95
expenses which are incidental to the above expansions have been/ will be funded through the Company’s internal
accruals and hence, no amount is proposed to be raised through any other means of finance. The funding
requirements for the above Objects are proposed to be funded from the Net Proceeds and balance from internal
accruals. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance
through verifiable means towards 75% of the stated means of finance.
As part of our strategy to expand our manufacturing operations, product portfolio and production capacity, we
propose the:
For further details see “Our Business – Our Strategies” on page 160.
As on March 31, 2021, the total manufacturing capacities at our existing manufacturing facilities are as under:
(All units in MTPA)
Unit Location Dahej Jhagadia Hyderabad
Existing capacity (MCC) 4,680 2,400 6,048
Proposed expansion (MCC) 3,600 3,600 --
Expected capacity (MCC) 8,280 6,000 6,048
Note: The Proposed Unit is expected to have a capacity of 4 MT per day for CCS.
Our existing unit at Dahej which manufactures MCC has a capacity to manufacture 4,680 MTPA. The
management expects increase in the demand from our existing and new customers for MCC and intends to
enhance the production facilities by 3,600 MTPA to a total of 8,280 MTPA. The cost of setting up of the
enhanced production facility includes expenditure towards site development, civil and electrical works and
equipment, plant and machinery costs.
Land: The capacity enhancement is being set up on the existing premises and no land is proposed to be
purchased for the same.
Location: The proposed expansion will be carried out at the same location as our existing unit located at: Plot
No. Z/16 in Dahej SEZ, [Link], 353/P, 354P village Suva, Taluka-Vargra, District-Bharuch, Gujarat.
Plant Machinery, Technology and Process: The Plant, Machinery, Technology and process will be similar
to the existing unit which is described more lucidly in the chapter titled “Our Business” on page 155. The list
of Plant and Machinery proposed to be purchased is detailed below:
96
A. Equipment - Production & Packing
97
B. Equipment – Warehouse
C. Storage Tanks
98
Sr. Particulars Units to be Per Unit Total Cost Quotation reference
No. purchased Price (₹ lacs)
(₹ lacs)
Country of Origin: India Supplier: SVDC Reinforced
Plastics
Used for: Storage Date: 25-07-2021
99
Sr. Particulars Units to be Per Unit Total Cost Quotation reference
No. purchased Price (₹ lacs)
(₹ lacs)
Country of Origin: India Supplier: S2 Engineering
Services
Used for: Storage Date: 24-07-2021
100
Sr. Particulars Units to be Per Unit Total Cost Quotation reference
No. purchased Price (₹ lacs)
(₹ lacs)
Country of Origin: India Supplier: S2 Engineering
Services
Used for: Storage Date: 24-07-2021
D. Pumps
101
Sr. Particulars Units to be Per Unit Total Cost Quotation reference
No. purchased Price (₹ lacs)
(₹ lacs)
8 Submersible pump, Brand: Naga 2 0.5 1 NPPL/Q-0064/AUG/21
Pumps
Country of Origin: India Supplier: Naga Pumps Pvt Ltd
Used for: Pumping process Date: 05-08-2021
102
E. Equipment – Utility
Sr. Particulars No. of units Per Unit Total Cost Quotation reference
No. Price (₹ lacs)
(₹ lacs)
1 Furnace oil TPH Boiler, Brand: 1 74.95 74.95 TBPL/SIL/003
Triveni
Country of Origin: India Supplier: Triveni Boilers Pvt
Ltd
Used for: Boiler Date: 21-07-2021
2 Coal fired hot air generator, 1 134.45 134.45 FTE/QTN/018/21
Brand: Fire Tech
Country of Origin: India Supplier: Fire Tech
Engineers
Used for: Hot air generation Date: 23-07-2021
Piping and allied fabrication works is based on a quote no. 719 dated July 07, 2021, received from Sun (Inox)
Steels Private Limited for a lumpsum amount of ₹ 31.46 lacs. The work will cover the following piping works:
103
G. Heating Ventilation and Air Conditioning
Per
Total
Sr. Units to be Unit
Particulars Cost (₹ Quotation reference
No. purchased Price(₹
lacs)
lacs)
1 AHU - 1 (Recirculation type) : 1100 cfm @ 1 1.96 1.96 VAT/H/042
120mm WC SP, Cooling capacity: 2.3TR, motor
Country of Origin: India Supplier: Vertex Air
Technologies Pvt Ltd
Used for: Air Handling Unit Date: 26-07-2021
3 AHU - 3-a (100% Fresh air unit) : 3200 cfm @ 1 3.46 3.46 VAT/H/042
120mm WC SP, Cooling capacity: 30 TR,
Country of Origin: India Supplier: Vertex Air
Technologies Pvt Ltd
Used for: Air Handling Unit Date: 26-07-2021
4 AHU - 4-a (100% Fresh air unit) : 2500 cfm @ 1 2.9 2.9 VAT/H/042
120mm WC SP, Cooling capacity: 23.5 TR,
Country of Origin: India Supplier: Vertex Air
Technologies Pvt Ltd
Used for: Air Handling Unit Date: 26-07-2021
5 AHU - 3-b (Exhaust air unit) : 3200 cfm @ 50mm 1 1.48 1.48 VAT/H/042
WC SP, motor capacity : 2.2 KW
Country of Origin: India Supplier: Vertex Air
Technologies Pvt Ltd
Used for: Air Handling Unit Date: 26-07-2021
6 AHU - 4-b (Exhaust air unit) : 2500 cfm @ 50mm 1 1.19 1.19 VAT/H/042
WC SP, motor capacity : 2.2 KW
Country of Origin: India Supplier: Vertex Air
Technologies Pvt Ltd
Used for: Air Handling Unit Date: 26-07-2021
104
Per
Total
Sr. Units to be Unit
Particulars Cost (₹ Quotation reference
No. purchased Price(₹
lacs)
lacs)
11 Electric heater 6.15 KW 3 0.74 2.22 VAT/H/042
Country of Origin: India Supplier: Vertex Air
Technologies Pvt Ltd
Used for: Heating Date: 26-07-2021
105
Sr. Particulars Units to be Per Total Quotation reference
No. purchased Unit Cost
Price (₹ lacs)
I. QA/QC instruments
2 LAF Class 100, Brand: Hi-Tech, Model: LF 1122 1 1.2 1.2 UME2122026
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
106
Sr. Particulars Units to be Per Total Quotation reference
No. purchased Unit Cost
Price (₹ lacs)
(₹ lacs)
8 Hot air oven 1 1.21 1.21 CIC/E-
QUO/383,29.07.2021
Country of Origin: India Supplier: Cintex
Industrial Corporation
Used for: Quality Control Date: 06-07-2021
10 Bio safety cabinet, Brand: Jain Lab Testing 1 1.24 1.24 ACTPL/SIL/QUO/06
Equipment 4/21-22
Country of Origin: India Supplier: Ahlada
Clean Room
Used for: Quality Control Date: 21-07-2021
12 Eye shower, Brand: Jain Lab Testing Equipment 2 0.28 0.56 ACTPL/SIL/QUO/06
4/21-22
Country of Origin: India Supplier: Ahlada
Clean Room
Used for: Quality Control Date: 21-07-2021
17 Glasswares 2 1 2 UME2122026
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
18 Media 1 1 1 UME2122026
107
Sr. Particulars Units to be Per Total Quotation reference
No. purchased Unit Cost
Price (₹ lacs)
(₹ lacs)
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
22 Hot air oven digital, Brand: Biocare Technologies 1 0.87 0.87 UME2122026
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
23 Heating mantle digital, Brand: BLS, Model: SIC 2 0.05 0.1 UME2122026
17
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
108
Sr. Particulars Units to be Per Total Quotation reference
No. purchased Unit Cost
Price (₹ lacs)
(₹ lacs)
29 Volumeter, Brand: Electrolab, Model: EV-02 1 1.5 1.5 UME2122026
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
38 Fume Hood, Brand: Jain Lab Testing Equipment 1 1.56 1.56 ACTPL/SIL/QUO/06
4/21-22
Country of Origin: India Supplier: Ahlada
Clean Room
Used for: Quality Control Date: 21-07-2021
109
Sr. Particulars Units to be Per Total Quotation reference
No. purchased Unit Cost
Price (₹ lacs)
(₹ lacs)
Used for: Quality Control Date: 25-07-2021
46 Portable TDS meter, Brand: Jain Lab Testing 1 0.06 0.06 UME2122026
Equipment
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
110
Sr. Particulars Units to be Per Total Quotation reference
No. purchased Unit Cost
Price (₹ lacs)
(₹ lacs)
Country of Origin: India Supplier: Umed
Laboratories
Used for: Quality Control Date: 25-07-2021
J. Civil works
Our Company is undertaking the proposed expansion of MCC with an installed capacity to produce 3,600 MTPA
at its existing unit and has adequate land to undertake the said expansion. The total cost for the civil works for the
factory block approximately of 55,000 [Link] is estimated at ₹ 1,261.84 lacs, based on the quotation dated July 25,
2021, provided by Quick Project Private Limited, Ankleshwar, Gujarat.
K. Electrical costs
The total cost for the electrical works for the proposed expansion at the Dahej unit is estimated at ₹184.21 lacs,
based on the quotation number BSE/07/46 dated July 28, 2021 provided by Southeran Plantaids, Balanagar,
Hyderabad.
Our existing unit at Jhagadia which manufactures MCC has an existing installed capacity to manufacture 2,400
MTPA. The management expects increase in the demand from our existing and new customers for MCC and
intends to enhance the production facilities by 3,600 MTPA to a total of 6,000 MTPA. The cost of setting up
of the enhanced production facility includes expenditure towards site development, civil and electrical works
and plant and machinery costs. We confirm that none of the Plant & Machinery and ancillary equipment are
second-hand in nature.
Land: The capacity enhancement is being set up on the existing premises and no land is proposed to be
purchased for the same.
Location: The proposed expansion will be carried out at the same location as our existing unit located at: lot
No.763/2, Near Gujarat Gas, GIDC, Jhagadia Bharuch District, Gujarat.
Plant Machinery, Technology and Process: The Plant, Machinery, Technology and process will be similar
to the existing unit which is described more lucidly in the chapter titled “Our Business” on page 155. The list
of Plant and Machinery proposed to be purchased is detailed below:
Estimated Costs
The total estimated cost of towards the above expansion is estimated at ₹ 2,478.01 lacs which is entirely being
funded through the proceeds of this Issue. Such costs have been estimated by our management and are based
on the quotations received from third party suppliers. The detailed breakdown of such estimated cost is set
forth below.
111
*The above amounts are exclusive of applicable taxes.
A. Process Equipment
112
B. Equipment – Warehouse
C. Equipment – Utility
113
Sr. Particulars No of Per Unit Total Quotation reference
No. Units Price Cost
(₹ lacs) (₹ lacs)
Supplier: Pure Oxidane Technology
Used for: water purification Date: 27-07-2021
D. Storage Tanks
114
Sr. Particulars No of Per Unit Total Quotation reference
No. Units Price Cost
(₹ lacs) (₹ lacs)
Supplier: SVDC Reinforced Plastics
Date: 28-07-2021
Pumps
115
Sr. Particulars No of Per Unit Total Quotation reference
No. Units Price Cost
(₹ lacs) (₹ lacs)
1 Submersible Pump (Raw Water) 2 0.30 0.60 NPPL/Q-0066/Aug/21
Date: 05-08-2021
116
Piping and allied fabrication works is based on a quote 719 dated July 24, 2021, received from Sun (Inox) Steels
Private Limited for a lumpsum amount of ₹ 25 lacs. The work will cover the following piping works:
Heating Ventilation & Air Conditioning is based on a quote VR20211007 dated July 23, 2021, received from
AEMS Engineering.
10 Supply air Diffuser / Grills with volume control dampers 9 0.09 0.81
11 Return air Diffuser / Grills with volume control dampers 9 0.09 0.81
117
Sr. No. Particulars No. of Per Unit Total Cost
Units Price (₹ lacs) (₹ lacs)
118
Sr. Particulars No. of Per Unit Total Quotation reference
No. units Price Cost
(₹ lacs) (₹ lacs)
119
Sr. Particulars No. of Per Unit Total Quotation reference
No. units Price Cost
(₹ lacs) (₹ lacs)
Date: 04-08-2021
120
Sr. Particulars No. of Per Unit Total Quotation reference
No. units Price Cost
(₹ lacs) (₹ lacs)
Date: 04-08-2021
121
G. Civil Works
Our Company is undertaking the proposed expansion of MCC with a capacity to produce 3,600 MTPA at its
existing unit and has adequate land to undertake the said expansion. The total cost for the civil works for the
factory block approximately of 42,000 [Link] and the office building approximately of 3,350 sq. ft. is estimated at
₹ 1,261.13 lacs, based on the quotation dated July 22, 2021, provided by Quick Project Private Limited,
Ankleshwar, Gujarat.
H. Electrical costs
The total cost for the electrical works for the proposed expansion at the Jhagadia unit is estimated at ₹ 191.30 lacs,
based on the quotation number BSE/05/44 dated July 28, 2021 provided by BSafe Electrical, Ankleshwar, Gujarat.
Our proposed unit at Kurnool which will manufacture Croscarmellose Sodium (“CCS”), a modified cellulose used
as an excipient with an expected installed capacity to manufacture 4 MT per day. The company would also need
to incur costs of setting up of the unit. Such site development expenditure such as civil construction, consultation
charges, fabrication items, pipe lines, and other allied costs shall be incurred by the company from internal
accruals. A part of the net proceeds is proposed to be utilized toward Equipment, Storage Tanks, SILO, Pumps
and Electrical costs.
Land: The equipment and utilities are being installed on premises taken on lease by the Company, for which the
Company has already paid an advance from its internal accruals. Thus, the payment toward the lease shall funded
from internal accruals and no land is proposed to be purchased from the net proceeds.
Location: Plot UDL-7, UDL Guttapadu, Survey No.303 part of Guttapadu village, Orvakal Revenue Mandal,
Kurnool, Andhra Pradesh.
Plant & Machinery: The list of Plant and Machinery proposed to be purchased is detailed below:
Estimated Costs
The total estimated cost of towards funding the selected capital expenditure at the proposed facility is estimated
at ₹ 3,229.87 lacs which is entirely being funded through the proceeds of this Issue. Such costs have been estimated
by our management and are based on the quotations received from third party vendors. The detailed breakdown
of such estimated cost is set forth below.
A. Process Equipment
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Sr. Particulars Units to Per Unit Total Quotation reference
No. be Price Cost
purchased (₹ lacs) (₹ lacs)
3 Sigma Mixer 2 45.5 91.00 REF: BEPL//925/2021
(For Etherification) Supplier: BEW Engineering Pvt Ltd
MOD - SS 316L / Halar Date: 24-07-2021
Coated
4 Agitated Nutsche Filter For 4 50 200.00 REF: Q02711
Filtration 2 73 146.00 Supplier: System Engitech Pvt Ltd
MOC - SS316 / Halar, MOC Date: 27-07-2021
- 6 KL and 10KL Cap
5 SS Reactor with Agitator 2 23.00 46.00 REF: 072/DBKR/2021-22
with Condensor provision, Supplier: Sadguru Techno Fab Pvt Ltd
MOC - SS316L Date: 19-07-2021
6 Paddle Vacuum Dryer with 2 60.50 121.00 REF: Q02881
Condensor provision, MOC Supplier: System Engitech Pvt Ltd
- SS316 Date: 22-07-2021
7 Pulveriser with SS 316 2 20.00 40.00 REF: PI: MRN:026:21-22
lining and Dust collection Supplier: Perfect Industries
system Date: 27-07-2021
8 Conical Blender, MOC - 2 59.80 119.60 REF: APE/0195A
SS316 Supplier: Amica Pharma Equipments
Date: 28-07-2021
9 Packing System (Liner 2 2.95 5.90 REF: B366/1/21
Sealing and Bag Stitching Supplier: Techno Weigh Systems Pvt Ltd
system) Date: 09-07-2021
10 Double Deck Sifter 2 4.75 9.50 REF: GSPL/1040R1/2122
Supplier: Galaxy Sivtek Pvt Ltd
Date: 24-07-2021
11 Double Deck Sifter 2 6.00 12.00 REF: GSPL/1040R1/2122
Supplier: Galaxy Sivtek Pvt Ltd
Date: 24-07-2021
12 Distillation Assembly 1 600.00 600.00 REF: MES/QT/MG/MMS/31067
Supplier: Mojj Engineering Systems Ltd
Date: 27-07-2021
13 Boiler Saturated Steam with 1 61.25 61.25 REF: TBPL/SIGACHI/05-21-22/27
pressure of 10.53Kg/cm2 Supplier: Triveni Boiler Pvt Ltd
and Cap of 10MT/Hr Date: 25-07-2021
14 Chilling Plant 100TR Cap 2 16.18 32.36 REF: VL-DPG-108-JD-SI-21-22
Supplier: Voltas Ltd
Date: 21-07-2021
15 Cooling Tower 1 3.39 3.39 REF: 21S3T0123/1/JS
Supplier: Paharpur Cooling Towers Ltd
Date: 22-07-2021
16 RO Plant 100 KLPD 18.50 18.50 REF: UWCPL/QTN/SBL/S-6/2362-04
Supplier: Universal Water Chemicals Pvt
Ltd
Date: 30-07-2021
17 ETP / ZLD System 358.00 358.00 REF: APWM/APR05/2021
100 KLPD Supplier: Asia Pacific Waste Management
Date: 22-07-2021
18 Conveying System 1 237.65 237.65 REF: MES/QT/GB/MMS/34003/1030/2021
(grounded pulp) with MES/QT/GB/MMS/34002/1054/2021
intermediate product MES/QT/GB/MPD/33001R3/1888/2021
hopper, Cap of 500 Kg/Hr Supplier: Mojj Engineering Systems Ltd
Date: 22-07-2021
19 Conveying System powder, 2 204.00 408.00 REF: PTPL/SBR/Q-972
Cap of 600 Kg/Hr, MOC - Supplier: Prochem Turnkey Projects Pvt Ltd
SS 316 Date: 04-08-2021
20 Air Compressor, 200 CFM 2 11.50 23.00 REF: GT/HYD/ABB/COMP/20-21/ 236-R
Supplier: Global Technics
Date: 18-07-2021
21 Weighing Balance 1000 Kg 2 0.76 1.52 REF: SIL/ETPL/HY-395/45/21-22
22 Weighing Balance 100 Kg 2 0.30 0.60 Supplier: Essae-Teraoka Pvt Ltd
Date: 16-07-2021
Total (A) 2600.27
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B. SILO
C. Tanks
124
Sr. Particulars Units to be Per Unit Total Quotation reference
No. purchased Price Cost
(₹ lacs) (₹ lacs)
12 RO Water Storage Tank - 2 3.00 6.00 REF: SVDC/2021/012
Holding Tank, MOC - PPFRP Supplier: SVDC
Date: 28-07-2021
13 RO Plant rgeneration water 1 0.50 0.50 REF: SVDC/2021/012
storage tank Acid wash, HDPE Supplier: SVDC
5 KL Date: 28-07-2021
14 Tanks of various sizes and 10 54 54 Supplier: Ryali Engineers Pvt Ltd
MOC for Caustic day, Clarifier, Date: 02-08-2021
RO, Filtrate receiver etc
Total (C) 307.00
D. Pumps
E. Electrical Items
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Other confirmations relating to the proposed expansion at Dahej and Jhagadia:
We do not intend to purchase any second-hand machinery or equipment. The quotations received from vendors in
relation to the above-mentioned objects of the Issue are valid as on the date of this Prospectus. However, we have
not entered into any definitive agreements with these vendors (except where orders have been placed) and there
can be no assurance that the same vendor(s) would be engaged to eventually supply the machinery and equipment
or we will get the machinery at the same costs. The quantity of machinery and equipment to be purchased is based
on management estimates. Payments to such vendors shall be made in Indian Rupee and no foreign currency
transaction is envisaged for the same except for a few QA/QC/Lab Equipments Majority of the P&M equipment
are of Indian origin, however there may be few QA/QC/Lab instruments which the vendors import from abroad,
payment of which will be made by our Company in foreign currency.
Further, any additional costs incurred towards applicable taxes, freight charges, installation charges, exchange rate
fluctuations, including any contingencies etc. in relation to any of the Objects or any preliminary and pre-operative
expense, will be met from internal accruals of our Company.
Infrastructure facilities like raw material and utilities like water, etc.
Our Company has adequate facilities and infrastructure to source and store raw materials and has existing
connections for utilities like water, power etc. for the existing set up. The same facilities shall be utilized for the
proposed expansion at Dahej and Jhagadia. For details of the infrastructure and utilities, please refer to “Our
Business-“Utilities” at page 168 of this Prospectus.
Our Company has the required government and statutory approvals required to operate the existing units. For the
proposed expansions as well as the proposed unit, our Company shall apply for requisite approvals from the
concerned authorities in due course of time. For further details, please refer to the chapter titled “Government and
Statutory Approvals” at page 297 of this Prospectus.
Deployment of Funds
As on October 11, 2021, our Company has spent an amount of ₹1,076.77lacs towards the above Objects and also
towards IPO expenses, as detailed below. These sums have been expended from our internal accruals and will be
recouped from the Issue Proceeds. The same is certified by our statutory auditors, T Adinarayana & Co. Chartered
Accountants, vide their certificate dated October 11, 2021.
126
Note: Although, we have identified the type of equipment, plant and machinery to be purchased for the above
capital expenditure, we are yet to place orders for 83.00% of the equipment, plant and machinery worth ₹4,834.07
lacs.
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ 2,043.03 lacs towards general
corporate purposes, subject to such utilization not exceeding 25% of the Gross Proceeds of the Issue, in
compliance with Regulation 7(2) of the SEBI ICDR Regulations. Our Company intends to deploy the balance
Net Proceeds, if any, for general corporate purposes, subject to above mentioned limit, as may be approved by
our management, including but not restricted to, the following:
a) strategic initiatives
b) brand building and strengthening of marketing activities; and
c) ongoing general corporate exigencies or any other purposes as approved by the Board subject to
compliance with the necessary regulatory provisions
The quantum of utilization of funds towards each of the above purposes will be determined by our Board of
Directors based on the permissible amount actually available under the head “General Corporate Purposes”
and the business requirements of our Company, from time to time. We, in accordance with the policies of our
Board, will have flexibility in utilizing the Net Proceeds for general corporate purposes, as mentioned above.
The total expenses of the Issue are estimated to be approximately ₹ 1,530.00 lacs. The expenses of this Issue
include, among others, underwriting and management fees, printing and distribution expense, advertisement
expenses, legal fees and listing fees. The estimated Issue expenses are as under:
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1) Selling commission payable to members of the Syndicate, SCSBs, RTAs and CDPs on the amounts received
against the Equity Shares Allotted (i.e. product of the Equity Shares Allotted and the Issue Price) would be
as follows:
Portion for Retail Individual Bidders 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted (plus applicable taxes)
Further, bidding charges of ₹ 10 (plus applicable goods and services tax) shall be per valid ASBA Form
collected by the Syndicate, RTAs and CDPs (excluding applications made by Retail Individual Investors using
the UPI Mechanism). The terminal from which the Bid has been uploaded will be taken into account in order
to determine the total bidding charges. No additional bidding charges shall be payable to SCSBs on the Bid
cum Application Forms directly procured by them. Selling commission payable to the Registered Brokers on
the portion for Retail Individual Investors and Non-Institutional Investors, which are directly procured by the
Registered Brokers and submitted to SCSB for processing, shall be ₹ 10 per valid Bid cum Application Form
(plus applicable goods and services tax). Incase the total processing charges payable exceeds Rs. 2.00
million, the amount payable would be proportionalely distributed based on the number of valid applications
such that the total processing charges payable does not exceed Rs. 2.00 million (Based on valid Bid cum
Application Forms).
2) Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered
Brokers / RTAs / CDPs and submitted to the SCSB for blocking shall be ₹ 10 per valid Bid cum Application
Form (plus applicable taxes). Incase the total processing charges payable exceeds Rs. 1.00 million, the
amount payable would be proportionalely distributed based on the number of valid applications such that the
total processing charges payable does not exceed Rs. 1.00 million (Based on valid Bid cum Application Forms).
Processing fees for applications made by Retail Individual Investors using the UPI Mechanism would be as
follows:
RTAs / CDPs/ Registered Brokers ₹ 10 per valid Bid cum Application Form (plus applicable
taxes)*
Sponsor Bank ₹ 8 per valid Bid cum Application Form (plus applicable
taxes)**
*Incase the total processing charges payable under this head exceeds Rs. 1.50 million, the amount payable
would be proportionalely distributed based on the number of valid applications such that the total processing
charges payable does not exceed Rs. 1.50 million)
**Incase the total processing charges payable under this head exceeds Rs. 1.00 million, the maximum amount
payable would be Rs. 1.00 million only)
The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by our
Company with the respective Designated Intermediary.
The fund requirements mentioned above are based on the internal management estimates of our Company and
have not been verified by the BRLM or appraised by any bank, financial institution or any other external agency.
The fund requirements are based on current circumstances of our business and our Company may have to revise
its estimates from time to time on account of various factors beyond its control, such as market conditions,
competitive environment, costs of commodities and interest or exchange rate fluctuations. The actual costs would
depend upon the negotiated prices with the vendors/suppliers/contractors and may vary from the above estimates.
Consequently, the fund requirements of our Company are subject to revisions in the future at the discretion of the
management. In the event of any shortfall of funds for the activities proposed to be financed out of the Net Proceeds
as stated above, our Company may re-allocate the Net Proceeds to the activities where such shortfall has arisen,
subject to compliance with applicable laws. Further, in case of a shortfall in the Net Proceeds or cost overruns,
128
our management may explore a range of options including utilising our internal accruals or seeking additional debt
financing.
Bridge Financing
As on the date of this Prospectus, we have not entered into any bridge finance arrangements that will be repaid
from the Net Proceeds. However, in case of delay in the IPO and consequent delay in accessing the net proceeds
of the Issue, we may draw down such amounts, as may be required, from an overdraft arrangement / cash credit /
term loan facility with our lenders, to finance setting up of facilities as described in the section ‘Objects of the
Issue’ until completion of the Issue. Any amount that is drawn down from such facility availed from any
Bank/NBFC or Financial Institution during this period to finance ‘Objects of the Issue’ will be repaid from the
Net Proceeds of the Issue.
Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company shall deposit
the funds only in one or more Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of
India Act, 1934.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilisation of the
proceeds of the Issue as described above, it shall not use the funds from the Issue Proceeds for any investment in
equity and/or real estate products and/or equity linked and/or real estate linked products.
Our Company has appointed Kotak Mahindra Bank as the monitoring agency in accordance with Regulation 41
of the SEBI ICDR Regulations. Our Board and the monitoring agency will monitor the utilisation of the Net
Proceeds, and submit the report required under Regulation 41(2) of the SEBI ICDR Regulations.
Our Company will disclose the utilisation of the Net Proceeds under a separate head in our balance sheet along
with the relevant details, for all such amounts that have not been utilised. Our Company will indicate investments,
if any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to receipt
of listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose
to the Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall
prepare a statement of funds utilised for purposes other than those stated in this Prospectus and place it before the
Audit Committee and make other disclosures as may be required until such time as the Net Proceeds remain
unutilised. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full.
The statement shall be certified by the statutory auditor of our Company.
Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to
the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of
the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of category wise
variations in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated
above. This information will also be published in newspapers simultaneously with the interim or annual financial
results and explanation for such variation (if any) will be included in our Director’s report, after placing the same
before the Audit Committee.
Variation in Objects
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company
shall not vary the Objects of the 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 (the “Postal Ballot Notice”) shall specify the prescribed details as required
under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the
newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is
situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the Objects, at such price, and in such manner, as may be
prescribed by SEBI, in this regard.
129
Other Confirmations
No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the Directors,
Associates, Key Management Personnel or Group Companies except in the normal course of business and in
compliance with the applicable law.
There are no existing or anticipated transactions in relation to the utilization of the Net Proceeds with the
Promoters, Directors, Key Managerial Personnel or Group Companies.
130
BASIS FOR ISSUE PRICE
The Price Band and the Issue Price has been determined by our Company in consultation with the BRLM, on the
basis of the Book Building Process and the quantitative and qualitative factors as described below. The face value
of the Equity Shares is ₹ 10 each and the Issue Price is 16.10 times the face value at the lower end of the Price
Band and 16.30 times the face value at the higher end of the Price Band. Investors should refer to “Risk Factors”,
“Our Business”, “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 23, 155, 229 and 233, respectively, to have an informed view before making an
investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Issue Price are:
One of the leading manufacturers of MCC (cellulose-based excipient) in India with over 30 years’
experience.
Pan India and International market presence
Well experienced management team with proven project management and implementation skills.
Comprehensive product portfolio enables us to serve diverse end-use applications
Presence across diverse industry verticals with long standing relationship with our customers.
Growth led by continuous investment and focus on R&D
Quality Assurance and Quality Control of our products.
Strategically located manufacturing facilities
For further details, see “Risk Factors” and “Our Business “on pages 23 and 155, respectively.
Quantitative Factors
The information presented in this section is derived from our Restated Consolidated Financial Statements. For
details, see “Financial Statements” on page 229. Investors should evaluate our Company and form their decisions
taking into consideration its earnings, and based on its growth strategy. Some of the quantitative factors which
may form the basis for computing the Issue price are as follows:
1. Basic and Diluted Earnings per Share (EPS), as adjusted for changes in capital*
Note:
i. Basic EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding
at the end of the period/year.
ii. Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding
at the end of the period/year for diluted EPS.
iii. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the
year/period adjusted by the number of Equity Shares issued during the year/period multiplied by the time
weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding
as a proportion of the total number of days during the year/period.
iv. The EPS has been calculated in accordance with IND AS 33 – “Earnings per Share” notified by the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
v. The Board at its meeting held on July 8, 2021, approved and recommended the issue of bonus shares. The
shareholders approved the issue of bonus shares at the meeting held on July 30, 2021. The Company had
allotted 1,53,65,000 fully paid equity shares of face value of ₹ 10 each. A bonus of 2 Equity Shares for every
1 Equity Share held.
131
2. Price / Earning (P/E) Ratio in relation to Issue Price of ₹163 per Equity Share
Not applicable. Our Company believes, there are no listed entities similar to our line of business and comparable
to our scale of operations.
Net profit after tax as restated, attributable to the owners of the company
Return on net worth (%) Net worth as restated, including share capital and reserves and surplus, as stated at
the end of the year
Particulars Rs.
As of March 31, 2021 (FY 20-21) 40.87
As on June 30, 2021 44.79
NAV post issue:
At the lower end of the price band of ₹ 161 73.88
At the lower end of the price band of ₹ 163 74.38
Issue price per share 74.38
Net worth as restated, including share capital and reserves and surplus, as
Net asset value per equity share restated at the end of the year
No. of equity shares outstanding at the end of the year
*After effect of allotment of bonus shares pursuant to board resolution dated July 30, 2021
We are engaged in manufacturing of microcrystalline cellulose (“MCC”) which is widely used as an excipient for
finished dosages in the pharmaceutical industry. We believe there are no listed entities similar to our line of
business and comparable to our scale of operations, hence comparison is not possible.
7. The Issue Price is 16.30 times of the Face Value of the Equity Shares.
The price band/floor price/issue price has been determined by the issuer in consultation with the BRLM, on the
basis of book-building on the basis of assessment of the market demand from investors for the Equity Shares and
shall be justified in view of the above qualitative and quantitative parameters.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business” and “Financial
Statements” on pages 23, 155 and 229, respectively, to have a more informed view. The trading price of the Equity
Shares of our Company could decline due to the factors mentioned in “Risk Factors” and you may lose all or part
of your investments.
132
STATEMENT OF TAX BENEFITS
To,
The Board of Directors
Sigachi Industries Limited
4th Floor, Kalyan’s Tulsiram Chambers,
Madinaguda, Hyderabad – 500 049,
Telangana, India
Dear Sir(s):
Sub: Proposed initial public offering of equity shares of ₹₹ 10 each (the “Equity Shares”) of Sigachi
Industries Limited (the “Company” and such offering, the “Issue”)
We report that the enclosed statement in Annexure A, states the possible special tax benefits available to the
Company and to its shareholders under the applicable tax laws presently in force in India including the Income
Act, 1961 (‘Act’), as amended by the Finance Act, 2019 i.e. applicable for FY 2020-21 and AY 2021-22, and
other direct tax laws presently in force in India. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of
the Company or its shareholders to derive the stated special tax benefits is dependent upon their fulfilling such
conditions, which based on business imperatives the Company faces in the future, the Company may or may not
choose to fulfill.
The benefits discussed in the enclosed annexure are not exhaustive. 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 his or her own tax consultant with respect to the specific tax implications arising out of their participation
in the Issue. Neither are we suggesting nor advising the investor to invest money based on this statement.
i) the Company or its shareholders will continue to obtain these benefits in future; or
ii) the conditions prescribed for availing the benefits have been/would be met with.
The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company.
The benefits discussed in the enclosed statement are not exhaustive nor are they conclusive. The contents stated
in the annexure are based on the information, explanations and representations obtained from the Company.
We hereby give consent to include this statement of tax benefits in the Red Herring Prospectus, the Prospectus
and submission of this certificate as may be necessary, to the Stock Exchange(s)/ SEBI/ any regulatory authority
and/or for the records to be maintained by the Book Running Lead Manager in connection with the Issue and in
accordance with applicable law.
Terms capitalised and not defined herein shall have the same meaning as ascribed to them in this Prospectus.
Your sincerely,
FOR T. ADINARAYANA & CO.
CHARTERED ACCOUNTANTS
ICAI FIRM REGISTRATION NO.: 000041S
Y PULLA RAO
PARTNER
Y PULLA RAO
MEMBERSHIP NO: 025266 PLACE: HYDERABAD
UDIN: 21025266AAAAFW8285 DATE: October 11, 2021
133
Annexure-A
The information provided below sets out the possible special tax benefits available to the Company and the
Equity Shareholder under the Income Tax Act 1961 (read with the rules, circulars and notifications issued
in connection thereto), as amended by the Finance Act, 2020 presently in force in India. It is not exhaustive
or comprehensive and is not intended to be a substitute for professional advice. Investors are advised to
consult their own tax consultant with respect to the tax implications of an investment in the Equity Shares
particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent
or may have a different interpretation on the benefits, which an investor can avail.
A. SPECIAL TAX BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT, 1961 (THE
“ACT”)
Except as mentioned herein, there are no possible special tax benefits available to the company under Income
Tax Act, 1961 read with the relevant Income Tax Rules, 1962, the Customs Tariff Act, 1975, the Central
Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory
Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 and Goods and
Services Tax (Compensation to States) Act, 2017 read with the relevant Central Goods and Services Tax
Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory Goods and Services Tax Rules,
State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and Rules and the foreign
trade policy.
The Company has Special Economic Zone (“SEZ”) unit at Dahej, Gujarat and is in the 10 th year of claiming
deduction under section 10AA of the IT Act. Section 10AA provides for deduction to a SEZ unit which begins
to manufacture or produce articles or things or provide any services during the previous year commencing on
or after April 1, 2005, but before April 1, 2020. The deduction under this section shall be allowed for a total
period of 15 assessment years as under, subject to fulfillment of specified conditions and provisions of section
10AA:
FOR THE FIRST 5 CONSECUTIVE YEARS : 100% OF THE PROFITS AND GAINS
BEGINNING WITH THE PREVIOUS YEAR IN DERIVED FROM THE EXPORT OF SUCH
WHICH THE UNIT BEGINS TO ARTICLES OR THINGS OR FROM
MANUFACTURE SUCH ARTICLES OR SERVICE
THINGS OR PROVIDE SERVICES
134
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961
(THE “ACT”)
The shareholders of the Company are also not eligible to any special tax benefits under the provisions of the
Income Tax Act, 1961 read with the relevant Income Tax Rules, 1962, the Customs Tariff Act, 1975 and / or
Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, Union Territory
Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 and Goods and
Services Tax (Compensation to States) Act, 2017 read with the relevant Central Goods and Services Tax
Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory Goods and Services Tax Rules,
State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and Rules and the foreign
trade policy.
Notes:
1. We have not considered the general tax benefits available to the Company, or shareholders of the Company.
3. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase,
ownership and disposal of Equity Shares.
4. This Statement does not discuss any tax consequences in any country outside India of an investment in the
Equity Shares. The subscribers of the Equity Shares in the country other than India are urged to consult their
own professional advisers regarding possible income –tax consequences that apply to them.
135
SECTION IV – ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this section is derived from the report dated August 2021, (the “CARE Report”) prepared by
Care Advisory, a division of CARE Advisory Research and Training Limited (“CART or CARE Advisory”),
except for other publicly available information as cited in this section. Neither we nor any other person connected
with the Issue has verified the information in the CARE Report or other publicly available information cited in
this section. Prospective investors are advised not to unduly rely on the CARE Report. 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. The
information in this section must be read in conjunction with the sections titled “Risk Factors” and “Our Business”
beginning on pages 23 and 155, respectively.
The global economy is projected to grow 6.0 percent in 2021 and 4.9 percent in 2022. The 2021 global forecast is
unchanged from the April 2021 WEO, but with offsetting revisions. Prospects for emerging market and developing
economies have been marked down for 2021, especially for Emerging Asia. By contrast, the forecast for advanced
economies is revised up. These revisions reflect pandemic developments and changes in policy support. The 0.5
percentage-point upgrade for 2022 derives largely from the forecast upgrade for advanced economies, particularly
the United States, reflecting the anticipated legislation of additional fiscal support in the second half of 2021 and
improved health metrics more broadly across the group.
IMF estimated growth in the advanced economies group of 5.1% in CY 2021. Among advanced economies, the
United States is expected to surpass its pre-COVID GDP level this year CY 2021, while many others in the group
will return to their pre-COVID levels only in CY 2022.
The United States is projected to return to end-of-2019 activity levels in the first half of 2021 and Japan in the second
half. In the euro area and the United Kingdom, activity is expected to remainbelow end-of-2019 levels into 2022.
The gaps can be traced back to differences in behavioral andpublic health responses to infections, flexibility and
adaptability of economic activity to low mobility, preexisting trends, and structural rigidities predating the crisis.
In 2021 the advanced economic growth rate is projected to strengthen to 5.1%. The US economycontracted by -
3.5% in 2020, and projected to grow at 6.4 % in 2021. Euro area is expected to reflect a sharp recovery of 4.4%
by the end of 2021.
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Among emerging market and developing economies, growth is forecasted at 6.7 % in CY 2021 and 5.0% in CY
2022
On April 21, CARE Ratings had projected GDP growth to be 10.2% for FY22 on the assumption that the lockdowns
would be rolled back in June. The spread of infection has also affected workers in various businesses in this round
which is directly affecting companies. Supply chains are being affected this time due to workers getting infected
unlike the first wave in CY 2020 whenthere were restrictions on the movement of goods. Therefore, there is a double
whammy due tothe second wave - of a lockdown as well as personal health of workers.
Under these conditions CARE Ratings do believe that there will be a push back to the unlock process which can
be only moderate even in July and will pick up only in August assuming the worst is behind us in June.
In fact, it is assumed that the loss in June and part of July will be comparable to the previous months due to the
spread of the virus in the interiors. Also based on the progress of the vaccination programme, it does appear that
there will be significant delays in meeting targets and the nation will still be in the first gear mode in June with
movement to the second starting earliest in July.
Hence Q1 of this year will be stressed out to a large extent with July showing mixed signs. There are 3mn active
cases which can be affecting broadly over 10mn families. There have been cumulative discharges of around 19mn
people which will affect at least 60-70mn families. This can potentially also affect the purchasing power of families
and hence unlike last year when the pent-up demand theory worked to a certain extent, this time it will be dormant.
These people would have spent considerable amounts of money on medical treatment and unless in the top echelons
of income would not be in a position to spend more this time after the infection incidence abates. The sheer numbers
this time will delay the demand revival process this year. Under these assumptions, GDP growth for FY22 will be
9.2% with a downward bias as against 10.2% projected in April.
GDP in FY21 was Rs 1.34 trillion that was to increase to Rs 1.48-Rs 1.49 trillion as per CARE Ratings March
forecast. The GDP level in real terms will be Rs 1.46 trillion based on 9.2% growth. The lower growth in GDP
compared to our initial estimate of 11.2% would mean a loss of Rs 2.68 trillion in real terms or Rs 3.89 trillion in
nominal terms.
Agriculture 3.3-3.5%,
Industry 9.5-10% and
Services 9-9.5%.
The Budget had targeted a nominal GDP of Rs 222.87 trillion. The fiscal deficit was estimated at Rs 15.07 trillion
accordingly. With real GDP growth falling by Rs 2.68 trillion, nominal GDP would now be reduced to Rs 218.98
trillion with a loss of nearly Rs 3.9 trillion of income.
Further, with GDP growth slowing down by 2% points, the overall tax revenue to the Centre will come down from
Rs 15.45 trillion to Rs 15.11 trillion, which is a shortfall of Rs 340 billion. Last month, the government has already
announced an outlay of Rs 250 billion on account of the free food programme for 800mn people (which would be
at Rs.5 kg/month). This additional cost combined with the potential decline in tax revenue will mean an increase
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in deficit by Rs 590 billion. The revised fiscal deficit under ceteris paribus conditions would be Rs 15.66 trillion
or 7.15% of GDP. This is assuming that the government spends the additional Rs 250 billion outside the budget
and does not channel the same from an existing allocation.
Gross Domestic Product (GDP) is the sum of private consumption, gross investment in the economy,
government investment, government spending and net foreign trade (difference between exports and
imports). Sectorial GDP Growth is as under:
(Source: MOSPI)* At the time of preparation of report Q4 FY21 data is not released.
Gross value added (GVA) is the measure of the value of goods and services produced in aneconomy. GVA
gives picture of supply side where as GDP represents consumption
CARE Rating estimates that GVA will increase by 10.2% in FY22 over -6.5% in FY21. This is basedon the
normal monsoon assumption which will lead to stable agricultural output.
Agriculture will continue to grow by a stable rate based on steady kharif and rabi [Link] are no
unfavorable signs of an El Nino developing which is an early positive sign.
The industrial sector will witness buoyancy with mining, manufacturing and construction registering
double digit growth rates over negative growth in FY21
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Industrial Growth - Industrial production contracted by -8.6% during FY2020-21 as compared to - 0.8%
contracted in FY 2019-20.
(Source: MoSPI)
Industrial production rose by 22.4% in Mar due to favorable base as the government imposed nationwide lockdown
in year ago period in the country due to spread of COVID-19 infection. Factory production came higher than
market estimates of 20% led by strong growth in manufacturing and electricity output. Manufacturing sector grew
by 25.8% in Mar as the expansion in activity remained better than expected. In terms of industries, 20 out of 23
industrygroups showed expansion during the month. Electricity sector output grew by 22.5% while mining output
growth remained low at 6.1% due to -21.9% contractions in coal production and -3.1% decline in natural gas output
during Mar’21. On use based, capital goods/infrastructure expanded by 41.9%/31.2% on the favorable base of -
38.8%/-24.3% contraction in year ago period. Consumer durables sector grew by 54.9% and non-durables at 27.5%
on favorable base.
India’s per capita gross domestic product (GDP) dropped 8.7% to Rs 99,155 in FY 2020-21 from 3.1% in FY
2019-20. Gross national income (GNI) represent the value produced by a country’s economy in a given year,
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dropped by 8.9% in FY 2020-21. The per capita private final consumption expenditure (PFCE), that represents
consumer spending, dropped by 10.4% in FY 2020-21.
CARE Ratings estimated India’s GDP growth rate at 9.2% for the FY 2022. India’s growth outlook has improved
significantly and the covid-19 vaccination drive will help the economic rebound. The Reserve Bank of India’s
(RBI) Monetary Policy Committee (MPC) kept the repo rate unchanged at 4% while maintaining an
accommodative stance as long as necessary to mitigate the impact of the COVID-19 pandemic. The Indian central
bank was widely expected to keep keyinterest steady amid a surge in COVID-19 cases in the country.
The recent surge in covid-19 cases has caused lockdown and curfew in many states interventionswill help maintain
adequate liquidity as well as prevent hardening of yields in bond market. Thesemeasures will ensure economic
stability.
Government has declared that vaccine will be given to every adult citizen (above 18 years) whichmay help to
reduce the transmission of covide-19 in the near future. The world’s largest vaccinemaker, Serum Institute of
India (SII), has sought Rs.30 billion grant from the government to rampup capacity of the Covishield Covid-19
vaccine beyond 100 million doses a month that the institute is expected to reach by the end of May 2021.
In the 2021-22 Union Budget, for FY22 capital expenditure is likely to increase by 34.5% at US$ 76 billion over
FY21 to boost the economy.
Governments Increased expenditure is expected to attract private investments, providing excellent opportunities
with production-linked incentive scheme. Consistently policy support is anticipated to boost the Indian economy.
Microcrystalline is refined wood pulp and chemically inert substance, extensively used in food, pharmaceuticals,
cosmetic, and polymer composite industries. This is owing to its non-toxicity, renewability, biodegradability, and
mechanical properties such as high surface area and bio compatibility. In processed food products, it is used as an
emulsifier, stabilizer, anti-caking agent,texture modifier, stabilizer, a fat substitute, and a suspending agent.
Increasing application of microcrystalline cellulose in various industries is a major factor propelling growth of the
global microcrystalline cellulose market. For instance, microcrystalline cellulose is used as stabilizer, gelling agent,
suspending agent, and anti-caking agent in [Link] is also used as a cold and hot stabilizer, in frozen food, ice
cream, and canned meat, in order toimprove the shelf life of the product. Furthermore, MCC (Microcrystalline
Cellulose) is widely used in pharmaceuticals, owing to its tasteless, odor less, and chemical inertness properties.
Microcrystalline Cellulose Market size is forecast to reach USD 1.4 billion by CY 2025, growing ata CAGR of
7.25% during CY 2020-2025. The growth of the microcrystalline cellulose market is mainly driven by the rising
demand for packaged food and the growing production of pharmaceutical and cosmetic and personal care products.
It is used as a substitute for unhealthyfat and adds texture to baked food products. The product contains a significant
amount of fibers that helps to enhance digestion, it also acts as an outstanding nutrient source to a variety of
nutrients. Rapidly growing population, increasing obesity diseases and shifting consumer expectations of healthy
food would drive product consumption. The pharmaceutical application to account for a significant share of the
MCC market, in terms of value and volume, during the forecast period.
According to the industry research, the global pharmaceuticals market is expected to grow from USD 1228.45
billion in CY 2020 to USD 1250.24 billion in CY 2021 at an annual growth rate of 1.8%.
The steadily growing pharmaceutical industry is expected to support the market growth of microcrystalline
cellulose over the forecast period. The MCC market has been segmented based on application, source type, and
region. On the basis of application, the MCC market has been classified into food & beverage, pharmaceutical,
cosmetics & personal care, and others. Pharmaceutical was the largest application of MCC in CY 2020, in terms
of value and volume. MCC is a vital component that is used in every form of oral dosage, which includes pellets,
capsules, tablets and sachets. It is increasingly being used in quick release tablets & liquid dosageforms, sustained-
release multiparticulates & matrix tablets dosage forms, topical formulations, and chewable & effervescent tablets.
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Among end-use industries, pharmaceutical segment accounted for a dominant share in the market, owing to high
use of microcrystalline cellulose in pharmaceutical. This is due to its chemical inertness and dry binding properties.
Furthermore, food and beverage segment is expected to exhibit a substantial growth in the global microcrystalline
cellulose market over theforecast period. This is due to wide application of MCC in various food and beverages
including desserts, frozen food, dairy products, and baked goods. In addition to this, it is also used as a fatreplacer
and helps maintain the food consistency.
Europe is projected to be the largest market for MCC in CY 2021 in terms of value. The overall market growth of
the European region is primarily driven by increasing investments in drug development and the continuous efforts
of pharmaceutical companies to offer superior-quality products. In addition, economic recovery and the increase
in employment rate are the growth factors for the processed food industry in the region, which, in turn, supports
the growth of the MCC market in the food & beverage application.
North America held the dominant position, in terms of revenue, in the global microcrystalline cellulose market
and accounted for a share of 29%. This is attributed to steadily growing food and pharmaceutical industries as
microcrystalline cellulose has high penetration in pharmaceuticals and is extensively used as functional ingredient
in food and beverages.
Moreover, increasing demand for low fat food, owing to growing obese population in the region is a factor
expected to support growth of the market over the forecast period. This is as MCC is gaining popularity as a
cellulose-based fat replacer and is widely used in sauces, dairy products, salad dressings, and frozen desserts.
Asia Pacific is projected to be the fastest growing region in the global microcrystalline cellulose market, registering
the highest CAGR of 7.19% over CY 2020-2025 (the forecast period). Rapidly growing food and pharmaceutical
industries in the region is positively affecting growth of the market. Increasing demand for pharmaceutical
products is majorly driven by steadily growing geriatric population in Asia Pacific. According to the World Bank,
growth rate of the geriatric population in East Asia is higher as compared to other parts of Asia Pacific. In CY
2010, over 211 million residents were recorded under the category of geriatric population in East Asia, out of
which, China accounted for around 130 million residents.
Food anti-caking agent is used as an additive, added to powders or graduals in order to prevent forming lumps.
They are used in packaged food & beverage products, road salt, cosmetics, and feed & fertilizers to prevent the
formation of lumps. Food anti-caking agents are used in food products such as table salt, milk powder, sugar
products, floor, and spices. They absorb moisture or create a coating on the food particles in order to avoid the
lump formation. Food anti-caking agent doesn’t have any nutritional value.
The food anti-caking agent market is anticipated to witness substantial growth within the forecast period. The
market is mainly driven by increasing food and beverage market and increasing adoption of packaged food
products by consumers. Moreover, increasing demand for good quality food products is likely to impact positively
the global food anti-caking agent market over the next few years. However, increase in food safety norms by
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European Food Safety Authority may restrain food anti-caking agent market. In addition, some studies have shown
that food anti-caking agent may cause additional degradation of vitamin C in food products.
On the basis of the product, the market can be classified into calcium compounds, microcrystalline cellulose,
sodium compounds, magnesium compounds, and others. Calcium compound is dominating the segment attributed
to its high functionality and suitability in the formulation.
The market can be segmented on the basis of application as seasonings and condiments, bakery, dairy products,
dairy products, soups and sauces, and other applications. Seasonings and condiments segment is the fastest
growing among other segments due to change in consumer’s taste and innovation in food products.
In CY 2017, Europe emerged as a leading region in terms of food anti-caking agent demand. The growth is mainly
due to increasing food demand for packaged food and changing lifestyle. Moreover, increasing demand for good
quality of food products and increasing awareness regarding the nutritional value of packaged food product is
anticipated to boost the demand for food anti-caking agents in Europe. North America is another key regional
market and is expected show significant growth in the near future on account of increasing demand for
convenience food, technological advancement, and product innovations. The Asia Pacific is projected to be the
fastest growing food anti-caking agent market owing to growing adoption of western food habits and nutritional
supplement industries. Moreover, the growing middle-class population and urbanization are increasing the
consumer base for good quality packaged food products and powdered nutritional supplements in countries such
as India, China, and Japan. The Middle East and Africa region anticipate experiencing stable growth in food anti-
caking agent market due to increasing demand for premium food products, bakery, and confectionery food
products.
Industry Approx %
Pharmaceuticals 35 ~ 40
Food & Beverage 20 ~ 25
Cosmetics & Personal Care 15 ~ 20
Others 10 ~ 15
Source: Industry and CARE Advisory
In regards to the End-use, the Binder/Diluent segment occupies the largest market shareof 42.0% in CY 2020, with
a CAGR of 6.2% during the forecast period. The market share occupied by the Binder/Diluent segment is resultant
of continuous expansion of the pharmaceutical sector and the rising demand for cellulose in the industry wherein
it is extensively used in oral capsules and tablets as a binder/diluent.
While discussing end-use, it is mentionable here that the Bulking agent segment is forecasted to witness the fastest
growth rate of 7.1% during the forecast period, which isexpected to occupy the second-largest market share of 25.9%
by CY 2025. The continuousexpansion of the food & beverage industry and associated increased demand for
bulkingagents like starch that can increase the bulk of the food without affecting the taste, resultsin the increased use
of the cellulose in the segment and contributes to its growth rate.
Microcrystalline cellulose is used for variety of purpose in cosmetic industry as an abrasiveabsorbent, emulsion
stabilizer, slip modifier and an aqueous viscosity increasing agent mainly for bath, hair, eye & facial makeup,
skincare and shaving products. In paint and coating industry microcrystalline cellulose can be used as thickeners
and emulsifiers of water-based coatings.
In the context of the Application, the Food & Beverage segment is projected to witness the fastest growth rate of
7.2% during the forecast period, which is expected to occupy the second-largest market share of 25.0% by CY
2025. The growth of the processed & fastfood industry, along with the essential role function of the cellulose in
processed foods asa bulking agent, like in pasteurized cream, contributes to the growth rate of the Food & Beverage
segment.
The microcrystalline cellulose (MCC) market size in India during CY 2020 is USD 38 million, estimated at USD
49 million in CY 2021 and is projected to reach USD 93 million by CY 2025, registering a CAGR of 13.84% from
CY 2021 to CY 2025. The growth of the MCC market is primarilytriggered by the increasing demand for processed
food and growing production of pharmaceutical and cosmetic & personal care products.
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Source: CARE Advisory
In line with the global trend, pharmaceutical will be major growth segment followed by food & beverages and
cosmetic for MCC Market in India.
Sigachi is a Manufacturer, Exporter and Supplier of Micro Crystalline Cellulose, Filter Aid Cellulose,
Hydrochloric Acid, Chlorinated Paraffin Oil etc. Company manufactures high-quality cellulose-based excipients
predominantly for the pharmaceutical, supplement and food industries. Sigachi Industries Limited is one of the
leading manufacturers of MCC in India and one the key manufacturing player of MCC in the world.
Company has three manufacturing sites across India located in two states. Multiple regulatory certifications certify
these facilities. Sigachi sells its Cellulose based products under the following brands
• HiCelTM • AceCel® • CoatCel® • GloCel®
Company has a dedicated team for marketing and sales focused towards supplying and marketing their products
in the domestic and international markets. Company’s R&D Division continuously endeavours to offer the
customers innovative application by exploring value additions to the products manufactured. The Company also
has certifications such as EXCiPACT, HACCP, ISO 22000:2005, ISO/TS 22002-1:2009 and ISO 9001:2015,
which are a key tool for conscious clients. The Company also has Jamiat Ulama Halal Foundation and
KenesethEliyahoo Synagogue certifications for MCC and co-processed excipients which are mandatory for certain
customers. The Company’s foreign wholly owned subsidiary, Sigachi U.S. Inc. markets and distributes company’s
products to their international customers specifically targeting the American market. Few customers have been
with Sigachi for more than two decades, helping the Company to entrench itself in the Pharmaceutical and
Nutraceutical market of Australia.
To obtain a complete understanding, you should read this section in conjunction with the sections “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations”
on pages 23, 155 and 233 of this Prospectus, respectively.
Croscarmellose sodium is a modified sodium carboxymethyl cellulose and is also known as cross- linked sodium
carboxymethylcellulose or modified cellulose gum. CCS is a grayish white or white powder and has no odor. It is
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used as a disintegrant in the pharmaceutical formulation and provides long term stability & also used in the
formulation of pharmaceutical tablets, pellets, and capsules which are manufactured by dry granulation, wet
granulation or by direct compression. It is an insoluble and hydrophilic polymer which aids in the dissolution of
the dietary supplements and pharmaceutical tablets, granules, and capsules. CCS is used in various industries such
as pharmaceutical, food, nutraceutical, textile, etc.
The cross-linking reduces water solubility while still allowing the material to swell (like a sponge) and absorb
many times its weight in water. As a result, it provides superior drug dissolution and disintegration characteristics,
thus improving formulas′ subsequent bioavailability by bringing the active ingredients into better contact with
bodily fluids.
CCS also resolves formulators′ concerns over long-term functional stability, reduced effectiveness at high tablet
hardness levels, and similar problems associated with other products developed to enhance drug dissolution. It is
a very commonly used pharmaceutical additive approved by the U.S. Food and Drug Administration. Its purpose
in most tablets – including dietary supplements – is to assist the tablet in disintegrating in the gastrointestinal tract
promptly. If a tablet disintegrating agent is not included, the tablet could disintegrate too slowly, in the wrong part
of the intestine or not at all, thereby reducing the efficacy and bioavailability of the active ingredients.
Croscarmellose is made by first soaking crude cellulose in sodium hydroxide, and then reacting the cellulose with
sodium monochloroacetate to form sodium carboxymethylcellulose. Excess sodium monochloroacetate slowly
hydrolyzes to glycolic acid and the glycolic acid catalyzes the cross-linkage to form sodium croscarmellose.
Chemically, it is the sodium salt of a cross-linked, partly O-(carboxymethylated) cellulose. It was first used as a
stabilizer in horse supplements.
The degree of cross-linking and the hydrophilicity of CCS are determined by the oxygen in the backbone as ether
linkages, hydroxyls, and carboxylic acid functional groups. In addition, ionized carboxylic acid groups interact
with amine groups of basic substances, which can result in binding of the drug leading to slow and/or incomplete
drug release. The carboxymethyl substitution increases the swelling ability of CCS, with basic substituents having
a better tendency to swell than acidic. A larger particle size of CCS leads to enhanced swelling and faster
disintegration because CCS forms a viscous layer upon contact with water, and a smaller particle size forms a
more viscous layer because of enhanced interactions with water. Similarly, morphologies that favor moisture
absorption or have more sites for moisture uptake enhances the wicking ability of CCS.
In tablet formulations, CCS is used at the concentration of 0.5%–5.0% w/w. Any further increase in its level may
result in the formation of a viscous gel layer acting as a barrier for disintegration. As in SSG, monochloroacetate,
nitriles, and nitrates are potentially reactive impurities in CCS. Adsorption of weakly basic drugs and their salts
to CCS has been reported to cause incomplete in vitro dissolution. The differences in the disintegration rate
because of the presence of soluble or insoluble components in tablet were studied. In general, disintegrants acted
better when formulated with insoluble excipients (e.g., DCP) than with soluble (e.g., lactose). There was a
significant slowdown of dissolution upon storage, with the decrease being proportional to the increase in alkalinity.
This change was attributed to partial or complete hydrolysis of the ester cross-links in CCS, led to byproducts of
increasing hydrogel characteristics. This led to a viscous barrier on tablets that delayed dissolution. Disintegrants
with higher water affinity tend to show a greater slowdown in disintegration, and the impact was greater when
tablets contain soluble excipients.
Global Market
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The global CCS market during CY 2019 & CY 2020 is USD 76.46 & USD 81.96 million, estimated at USD 87.86
million in CY 2021 and is projected to reach at USD 116.04 million by CY 2025, registering a CAGR of 5.96 %
from CY 2021 to CY 2025. The growth of the CCS market is primarily triggered by the increasing demand for
processed food and growing production of pharmaceutical and cosmetic & personal care products.
The global superdisintegrants market size was valued at around USD 258.6 million in CY 2016 and is expected
to grow at a CAGR of 7.2% over the forecast period. Factors such as growing generic drugs market, geriatric and
pediatric population who have difficulty in swallowing tablet/capsules and development of new superdisintegrants
for the pharmaceutical industry is driving the growth of the market. Croscarmellose sodium is the sodium salt of
a cross-linked, partly O- (carboxymethylated) cellulose and is used worldwide as a superdisintegrant in
pharmaceuticals and dietary supplements. It is a natural product that is free of sugar and starch. The manufacture
of croscarmellose sodium starts with cellulose, usually from wood pulp or cotton linter.
The cellulose molecule contains repetitive units of cellobiose, which comprises two units of glucose anhydride
that are joined by AY-linkages. These units contain three hydroxyl groups capable of reacting, which permits a
substitution with carboxymethyl groups.
The number of hydroxyl groups involved in the substitution determines the degree of substitution (DS) of the
product. According to compendial monographs, the DS should be between 0.60 and 0.85. The substituted
intermediate molecule undergoes internal cross-linking without the addition of cross-linking additives. It's this
cross-linking that controls solubility and promotes the swelling of the product, which enables it to absorb many
times its weight in liquid. In a final step, the cross-linked product is purified, dried, and comminuted to decrease
the particle size and narrow the particle size distribution.
Furthermore, increasing pharmaceutical consumption by the global population is in turn increasing the demand
for various superdisintegrants. Pharmaceuticals now account for about 20% of total health spending in
Organization for Economic Co-operation and Development (OECD) countries; out of which Canada has emerged
out to be among the top pharmaceutical spender on the OECD list. The product contains a significant amount of
fibers that helps to enhance digestion, it also acts as an outstanding nutrient source to a variety of nutrients. Rapidly
growing population, increasing obesity diseases and shifting consumer expectations of healthy food would drive
product consumption. The pharmaceutical application to account for a significant share of the CCS market, in
terms of value and volume, during the forecast period.
Superdisintegrants:
Superdisintegrant meet the requirements necessary to achieve fast and robust disintegration with the minimal
amount of disintegrating agent. These properties facilitate the use of any ingredient to be used to optimize other
parameters of the formulation, for example, compact- ability or drug solubility.
Disintegration is achieved through three main mechanisms.
By capillary action or wicking: Porosity in the tablets let the fluid penetrate into the tablets. Eventually,
it replaces the air adsorbed on the particles, which ultimately weakens the intermolecular bond and
breaks the tablet into fine particles, which helps in disintegration by creating a hydrophilic network
around the drug particles. E.g. Crospovidone, Croscarmellose
By swelling
Defomation
Properties of Excipients affecting disintegrants
Fillers:
The characteristics of fillers like solubility and compression affect the rate and mechanism of the
disintegration of the tablet.
Binders:
If binder having higher increases the disintegrating time of the tablet, and also the binder concentration
affect the time of the disintegration.
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Lubricants:
Lubricants are hydrophobic and have a negative effect on water uptake but if disintegrants are strongly
swelling then it does not affect the disintegration time.
Particle Size:
The particle size of the disintegrant affects the rate and force of disintegrant action. Large particle sizes
perform better than the smaller ones.
Compression force:
Compression rules the penetration of dissolution fluids into the matrix by controlling the porosity of the
compact. Relatively high tablet porosity can be caused by low compression forces.
A consistent disintegration and dissolution profile is critical for the delivery of active ingredients, product
traceability from the extraction of raw materials to final product. Disintegrants must exhibit consistent
performance and reliability so drug manufacturing companies focus on the production, and not have to worry
about its untimely breakdown. Disintegrant is the term applied to various ingredients added to tablet
manufacturing.
Application of CCS
The mechanism of action of croscarmellose sodium in a tablet starts when it swells, which is highly dependent on
the penetration of a liquid into the tablet. The swelling breaks the tablet's binding forces, causing it to disintegrate
and thereby accelerating the dissolution of the active pharmaceutical ingredient (API). Its level of use ranges from
0.5 to 5 percent, but 0.5 to 2 percent is sufficient in most formulations. Croscarmellose sodium manufacturers
emphasize that the excipient can be used to manufacture tablets by either direct compression or wet granulation.
If wet granulation is used, it is recommended that you add a portion of the croscarmellose sodium during
granulation so that it will remain within the granules (intra-granular); add the remaining portion to the final blend
so it resides outside the granules (extra-granular). This extra-granular portion will promote the disintegration of
the tablet and the intra-granular portion will pro- mote the disintegration of the granules.
Manufacturers also recommend that formulators minimize the use of binders when using croscarmellose
sodium because the greater the amount of binder in the tablet, the stronger it becomes. That, in turn, boosts
the amount of croscarmellose sodium required to overcome the binding forces so that the tablet will swell and
disintegrate as intended.
Suppliers of croscarmellose sodium also recommend that lubricant should be used sparingly, regardless of whether
the formulation is for direct compression or made by wet granulation. As with binders, the higher the lubricant
use level, the longer the tablet's disintegration time. This occurs because lubricants form a hydrophobic layer over
the tablet that impedes the entry of liquid. If liquid cannot readily penetrate the tablet's exterior, the croscarmellose
sodium cannot swell and break up the tablet as intended. In short, the higher the concentration of magnesium
stearate, the longer the disintegration time.
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Key commentary for industries which Consumes MCC and CCS
A. Pharmaceutical (Pre-Covid)
Global Pharmaceutical Industry
The global pharmaceuticals market is expected to grow from USD 1228.45 billion in CY 2020 to USD
1250.24 billion in CY 2021 at a compound annual growth rate of 1.8%.
The Industry grew at CAGR of 4% during CY 2015-2020 which is expected to grow further at a faster rate
with CAGR of around 6.72% during the period CY 2020-2025.
The growth is mainly due to the companies rearranging their operations and recovering from the COVID-19
impact, which had earlier led to restrictive containment measures involving social distancing, remote working,
and the closure of commercial activities that resulted in operational challenges. The market is expected to
reach USD 1700.97 billion in CY2025 at a CAGR of 6.72% during forecasted period of CY 2020-2025.
This industry growth is driven by the global macroeconomic scenario, the changing combination of innovative
and mature products apart from the rising influence of healthcare access and funding on market demand.
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Indian Pharmaceutical Industry
Indian pharmaceutical sector supplies over 50% of the global demand for various vaccines, 40% of the generic
demand for US and 25% of all medicines for UK. India contributes the second- largest share of pharmaceutical
and biotech workforce in the world. According to the Indian Economic Survey CY 2021, the domestic market
is expected to grow 3x in the next decade. India’s domestic pharmaceutical market is estimated at US$ 44
billion in CY 2021 and likely to reach US$ 64 billion by CY 2025 and further expand to reach Rs US$ 120-
130 billion by CY 2030.
Globally, India ranks 3rd in terms of pharmaceutical production by volume and 14th by value. The domestic
pharmaceutical industry includes a network of 3,000 drug companies and 10,500 manufacturing units. Indian
drugs are exported to more than 200 countries in the world, with US being the key market. Generic drugs
account for 20% of the global export in terms of volume, making the country the largest provider of generic
medicines globally. It is expected to expand even further in the coming years.
Growth in the domestic pharma market is expected to be driven by increase in the penetration of health
insurance, improving access to healthcare facilities, rising prevalence of chronic diseases and rising per capita
income. The export growth is expected to be led by increasing generic penetration in the regulated markets
on the back of enhanced focus on the niche and complex product segments, patent expiries and growing
demand from semi-regulated pharma markets.
IPI Industry
The Industry produces a range of bulk drugs that are equipped with medicinal properties thatform the basic raw
materials for formulations. Bulk drugs account for roughly one-fifth of theindustry output, while formulations
account for the remaining. India also has the expertise for Active Pharmaceutical Ingredients (APIs) and sees
significant opportunities for value creation.
Currently, Indian companies supply over 80% of the Anti-Retro-viral (ARV) drugs used globallyto combat
Acquired Immuno Deficiency Syndrome (AIDS).
Pharmaceutical hubs in India offer investment opportunities in the production of API or bulkdrugs, biosimilars,
vaccines, neutraceuticals, as well as food and drug testing and contract research.
The nation has established a domestic pharmaceutical industry with a network of 3,000 drugcompanies and
10,500 manufacturing facilities. Among these facilities, 1,400 units are WorldHealth Organization (WHO)
Good Manufacturing Practice (GMP) approved, 1,105 have Europe’s Certificate of Suitability, more than 950
are compliant with the Therapeutic Goods Administration (TGA) guidelines and 584 sites are approved by the
US Food and DrugAdministration (USFDA).
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Growth drivers for Indian pharmaceutical industry (IPI)
Opportunity
in
outsourcing
business by
MNC pharma
companies
Health
insurance Opportunitie
and change s for
in patent collaboration
laws
Growth
Drivers
Increase in Macro
healthcare economic
budget by factors and
the demographic
government changes
Outlook of IPI
Indian participation in the international pharmaceutical market has increased substantially inthe past decade. India’s
global market share was around 3% in the year CY 2018 which is expected to increase around 4% in the year CY
2024. Increasing cost pressures on innovators has resulted in significant growth in contract research and
manufacturing business. Also, more products are getting off-patent in developed economies, Indian formulations
and bulkdrug exporters Going forward, export of bulk drugs is expected to grow faster than formulations as global
pharma companies look to increasingly outsource manufacturing of bulk drugs for patented as well as generic
drugs to low cost countries. Indian pharmaceuticalindustry is expected to grow at the CAGR of around 8% during
the period FY 2018-19 to FY 2023-24 as against the projected CAGR of 5% during the period CY 2018 to CY
2023 for the global pharmaceutical market.
The global pharmaceuticals market size is expected to be at moderate level in CY 2021, from the pre-coronavirus
outbreak projection & projected to grow at a CAGR of 5% to 6% between CY 2021 & CY 2025. The moderation
is mainly due to the focus on Covid-19 outbreak and its treatment across the globe, and disruption in the supply
chain owing to geographical trade barriers affecting the supply of APIs and raw materials for drug manufacturing.
North America was the largest region in the global pharmaceuticals market, accounting for 46% of the market in
CY 2020. Asia Pacific was the second largest region accounting for 26% of the global pharmaceuticals market.
Africa was the smallest region in the global pharmaceuticals market.
Pharmaceutical companies are offering drugs for customized individual treatment for various diseases.
Personalized medicine, also referred to as precision medicine, aims to provide medical care according to the
patient's individual characteristics and genetic makeup. Precision therapies are increasingly being adopted as firms
increasingly let go of the one-size-fits-all model for common medical conditions. Major companies such as GSK,
Teva Pharmaceuticals and AstraZeneca are investing in development of personalized medicines.
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Indian Pharmaceutical Industry
The Indian pharma industry has grown at a compounded growth rate of 11% in the domestic market and 16% in
exports over the last two decades. While the domestic market has grown at a similar pace to the gross domestic
product (GDP), the overall growth has been driven by the industry’s leadership in supplying generic formulations
to markets across the globe.
In the FY 2020-2030 period, it is expected Indian pharma industry to grow at a CAGR of 12% to reach at US$
130 billion by CY 2030 from US$ 42 billion in CY 2020. Though the pharmaceutical industry has grown at a
CAGR of approx. 13% over the two decades, in the last decade, the CAGRhas been 8.5% and it has currently been
6.2% over the past five years. On the domestic front, theambition translates into a growth rate of 10-11% over the
coming decade. Below-average social health indicators and a low proportion of total healthcare spend as a
proportion of GDP indicatean opportunity to improve healthcare delivery in the country.
With estimates that the Indian pharma industry supplies over 40% of the generics in the biggestpharma market –
the US and about 25% of the prescription drugs in the UK, along with catering to over 60% of the global vaccine
demand, India is one of the leading suppliers of pharmaceuticalsin the world.
Generics drugs are most impacted which rely highly on imports (70 per cent) from China. Supplydisruptions over
the past 2 months were managed through available inventory. As China limps back to almost full production, raw
material supply disruptions should ease out.
While pharmaceutical manufacturing is exempted from the lockdown - non-availability of labour,lack of clarity over
transport over ingredients (e.g. packing material) and physical distancing has bottlenecked production volumes.
To avoid any situation of shortage, India restricted export of 26 APIs and formulations in the faceof the COVID-
19 outbreak. Thus the pharma companies that have a high reliance on this portfolioare likely to face challenge
in exporting these drugs.
However this restriction will ensure that the supply of these drugs and formulations in India are unaffected with
causing no disruption in their domestic supplies. It is to be noted that the exportof these drugs are not completely
banned and is subject to government approval.
Road Ahead
Medicine spending in India is projected to grow 9 -12% over the next five years, leading India to become one of
the top 10 countries in terms of medicine spending.
Going forward, better growth in domestic sales would also depend on the ability of companies to align their product
portfolio towards chronic therapies for diseases such as such as cardiovascular, anti-diabetes, anti-depressants and
anti-cancers, which are on the rise.
The Indian Government has taken many steps to reduce costs and bring down healthcare expenses. Speedy
introduction of generic drugs into the market has remained in focus and is expected to benefit the Indian
pharmaceutical companies. In addition, the thrust on rural health programmes, lifesaving drugs and preventive
vaccines also augurs well for the pharmaceutical companies.
Overall retail value of food and beverage sales across the world in CY 2020 is US$ 2.53 trillion, estimated at
US$ 2.58 trillion CY 2021 & is projected to reach US$ 2.69 trillion by CY 2023 registering a CAGR of 2.1%
from CY 2020 to CY 2023. While beverages alone are projected to see a slightly better performance with a
CAGR of 2.2% between CY 2018 and CY 2023, they also account for a significantly lower portion of the
market. Value sales of soft drinks and hot drinks alone stand at US$ 0.69 trillion in CY 2018. They are
expected to reach US$0.77 trillion in CY 2020. Coming from a low per capita base, Sub-Saharan Africa will
be the most rapidly expanding food and beverage market between CY 2020 and CY 2023, forecasted to
witness a CAGR of 3.46%. In actual terms however, Asia Pacific is set to be significantly more important.
With a CAGR of 3.47% in the same timeframe, the region will see value sales increase by US$143 billion,
compared to merely US$17 billion in Sub-Saharan Africa. In both regions, sales are benefiting from
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burgeoning populations, rapid urbanization and better access to packaged food and beverage items on the
back of an on-going modern trade expansion. The star performer in Asia Pacific is thereby India. The country
is expected to see the highest percentage growth between CY 2020 and CY 2023, as well as the second highest
increase in actuals. Economic expansion, rising incomes and a rapidly expanding middle class has led to
increased spending in the last five years and has also supported a shift from unpackaged to packaged foods.
The slowest growth of food and beverage sales over the coming five years is expected in North America.
Canada and the USA are saturated and mature markets with an increasing urban population and a growing
number of single households. Both is benefiting foodservice sales rather than retail sales.
Growth opportunities are therefore mainly found within innovative health and wellness as well as speciality
products, as increasing rates of obesity, diabetes and cardiovascular diseases force many to reconsider
unhealthy eating habits. Similar developments can be seen in Europe, wherehealth and wellness is often seen
as a key driver. The region is additionally benefiting from growthin less mature markets in Easter Europe, such
as Russia, Poland and the Ukraine.
The food and beverage market was estimated at US$ 142 billion in CY 2020 and is expected to reach US$
516 billion by CY 2025 with a compounded annual growth rate of 29.48%. The sector is dominated mainly
by traditional operators. The brands and restaurant chains of both Indian origin and multinationals have not
optimally penetrated the market so far. The food and beverage sector has evolved over the past decade, giving
rise to exciting new concepts in food and beverage offerings and new and innovative service elements.
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(Source: Industry Sources, compiled by CART)
By 2025, India is set to become the 3rd largest consumer economy with a nominal year-over-year expenditure
growth of 12% which is more than double the anticipated global rate of 5%. Demographically India if one of
the youngest consumer market (33% of the population is younger than 15 years and 50% younger than 24
years) (Source: Technopak). Generally, consumers purchase brands they recognize. In this sense, it is
necessary to invest in advertising and marketing to promote one's product. India is a highly price sensitive
market. Over 38% of the Indian population is vegetarian (Source: World Atlas) and customers visit both
traditional mom and pop (Kirana) stores and modern stores in the ratio 5:1 times on a weekly basis (India
Retailing).
India is expected to become the fifth largest consumer market in the world by 2025, according to a paper
prepared by the Confederation of Indian Industry (CII) and Grant Thornton. Food and beverages is the biggest
of the consumption categories. The F&B sector is supported by the vast agriculture sector: India is the biggest
producer of pulses, and the second biggest producer of rice, wheat, sugarcane, and fruits and vegetables. It is
also the biggest producer of milk and buffalo meat and ranks fifth in poultry production. The other helpful
factors: large extents of arable lands, favourable climate, long coastline, and low wages.
Economic developments and supportive government policies have resulted in the development of production,
processing, distribution and marketing of F&B in India. Apart from India’s strong macro-indicators and
production base, there are seven factors that have led to an increase in the consumption:
-Imported food constitutes 15% to 20% of the total organized retail space and has been growingat 30-40%
year-on-year for the last 4-5 years.
C. Cosmetic Industry
Indian Cosmetic Industry
The Indian cosmetics industry is majorly categorized into skin care, hair care, oral care, fragrances, and colour
cosmetics segments. It currently has an overall market standing of USD 10billion in CY 2020 and is expected
to grow to USD 31 billion by CY 2025 with a CAGR of 31%. In comparison, the global cosmetics market is
growing steadily at 3.28% CAGR and will reach USD 488 billion by CY 2025. This means that by CY 2025,
India will constitute around 3% to 4% of thetotal global cosmetics market and become one of the top 5 global
markets by revenue.
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With the improving purchasing power, demand for enhanced products and increasing image consciousness of
the Indian clientele, many international brands started establishing footprints in India – among them are Mac
Cosmetics, Avon, Estée Lauder, L’Oreal, and Willa professionals -across various retail formats. By CY 2021,
a pool of luxury brands such as Labiocos, Bodyography, and Victoria secret are expected to clamour for the
Indian consumer wallet and mindshare. Socialmedia & favourable demographics are playing an important role
in spreading awareness about cosmetics products and developing fashion consciousness, not only in metros
but also in tier-1 &2 cities. This is a golden opportunity for many cosmetics companies to expand beyond the
top-8cities and generate handsome revenue from all across the country.
Coupled with multiple other factors, herbal cosmetics products are driving growth due to increasing
adoption, and the segment alone is expected to grow at 15%, as people become moreaware of the possible
perils in consistently using chemical formulations switch to ‘safer’ herbal and Ayurvedic products like
Himalaya, Biotique, Dabur, Lotus, Patanjali, etc..
Many Indian & international brands have been trying to seize the established player position in this
segment by launching multiple products across categories. With rising demand, luxury and super luxury
brands such as Shahnaz Hussain, Forest Essentials and Kama Ayurveda have also launched products in
this space.
The herbal brands are not only catering to the domestic market but also expanding to overseas market -
the export recorded for FY 2015-16 was approximately USD 0.093 million and is expected to grow at a
20% CAGR.
The unorganized channel caters 75% of total cosmetics market, and pushes products from mass positioned
brands like Lakme, Loreal, Patanjali, Himalaya etc. They keep inventory of the price not more than 1000 per
product. The organized market caters to 25% of the total demand, and push luxury and premium positioned
brands like Organix, Forest Essentials, Estee Lauder, Mac, Revlon, etc. Out of 25% of organized sector, online
cosmetics market place share is 2% which houses all types of brands. Flipkart, Amazon, Nykaa and Purplle are
some of these successful webportals.
Outlook (Pre-Covid)
The MCC market globally is estimated at USD 1038 million in CY 2021 & is projected to reach USD1400
million by CY 2025, at a CAGR of 7.25%, between CY 2020 and CY 2025. The growth of the MCC market
is primarily triggered by the increasing demand for processed food and growing production of pharmaceutical
and cosmetic & personal care products. North America held the dominant position, in terms of revenue, in the
global microcrystalline cellulose market and accounted for a share of 29%, followed by Europe and Asia
Pacific. Asia Pacific is projected to bethe fastest growing region in the global microcrystalline cellulose market,
registering the highestCAGR of 7.19% over FY 2020-2025.
The microcrystalline cellulose (MCC) market size in India is estimated at USD 49 million in CY 2021and is
projected to reach USD 93 million by CY 2025, registering a CAGR of 13.84% from CY 2021to CY [Link]
growth of the MCC market is primarily triggered by the increasing demand for processed food and growing
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production of pharmaceutical and cosmetic & personal care products.
India’s domestic pharmaceutical market is estimated at US$ 44 billion in CY 2021 and likely to reach US$ 64
billion by CY 2025 and further expand to reach Rs US$ 120-130 billion by CY 2030. Growth in the domestic
pharma market is expected to be driven by increase in the penetration of health insurance, improving access to
healthcare facilities, rising prevalence of chronic diseases and rising per capita income.
The food and beverage market is valued at US$ 142 billion in CY 2020 and is expected to reach US$ 516
billion by CY 2025, with a compounded annual growth rate of 29.48%. The Indian cosmetics industry is
majorly categorized into skin care, hair care, oral care, fragrances, and colour cosmetics segments. It currently
has an overall market standing of USD 10 billion and is expected to grow to USD 31 billion by CY 2025 with
a CAGR of 19.54%.
Outlook (Post-Covid)
As MCC market is primarily triggered by increasing production of pharmaceutical and increased demand for
processed food and cosmetic & personal products, after Covid-19 outlook is hard toforecast due to various
changing factors.
In best case scenario, it is expected that the with lockdown and social distancing impact of Covid-19 is going to
lower in the remaining year of CY2020 and worldwide economy is expected have “V” or “U” shape recovery
as per various government policies and measures. Pharmaceutical makes up to approx. 40% of MCC share
worldwide and post Covid-19, it is expected that the global pharmaceuticals market size is set to decline
marginally in CY 2020.
Food & Beverage and Cosmetics & Personal Care constitute around 25% and 20% of MCC share worldwide
respectively.
Globally, the food & beverage industry is expected to experience the differential impact of this rapid spreading
COVID-19 on each stage of its value chain through the mediums of the affected workforce at industrial level,
raw material supply (agricultural produce, food ingredients, and intermediate food products), trade & logistics,
demand-supply volatility and uncertain consumer demand at foodservice outlets—among other factors.
Production, distribution, and inventory levels across the food & beverage industry spectrum are expected to be
impacted.
With the outbreak of Covid-19 since January 2020, the market of global cosmetic products has shown declining
results in the growth rate. Due to the lockdown situation going on across the globe cosmetic manufacturers had
to shut down their production units as a result of the labor shortage. Additionally, numerous cosmetic stores
were also shut down as the result of the COVID-19 pandemic.
Going with best case scenario of containment of Covid-19 impact, with “V” shape recovery of world economy
in year FY-2020-21, it is expected that Pharmaceutical, Food & Beverage and Cosmetics & Personal Care
segment will also growth at rapid pace and the support the MCC market growth.
(Source: Report dated August, 2021, (the “CARE Report”) prepared by CART)
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OUR BUSINESS
Some of the information in the following section, especially information with respect to our plans and strategies,
contain certain forward-looking statements that involve risks and uncertainties. You should read “Forward
Looking Statements” on page 16 of this Prospectus for a discussion of the risks and uncertainties related to those
statements. Our actual results may differ materially from those expressed in or implied by these forward-looking
statements. Our Company’s strengths and its ability to successfully implement its business strategies may be
affected by various factors that have an influence on its operations, or on the industry segment in which our
Company operates, which may have been disclosed in “Risk Factors” on page 23. This section should be read in
conjunction with such risk factors.
Unless otherwise indicated, industry and market data included in this section has been derived from the industry
report titled “Research Report on Microcrystalline Cellulose (MCC) & Croscarmellose Sodium (CCS) Industry”
released in August 2021 prepared by CARE Advisory Research & Training Limited (“CARE”). This section
should be read in conjunction with the “Industry Overview” on page 136 of this Prospectus. Our Financial Year
ends on March 31 of each year, andreferences to a particular Financial Year are to the 12-month period ended
March 31 of that year.
Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived
from our Restated Financial Information, included in this Prospectus on page 229.
OVERVIEW
Our Company was incorporated as a private limited company in 1989, with the business to manufacture
chlorinated paraffin and hydrochloric acid in our manufacturing unit situated at Hyderabad. In the year 1990, our
Company diversified its product portfolio to manufacture microcrystalline cellulose (“MCC”). Our Company
commenced its export operations in the year 1996 by exporting its first order of MCC to Bangkok. Owing to the
consistent efforts of our Company, the sale from our export operations constituted 32% of our total sales during
the financial year ending March 31, 2004. In the year 2000, with an aim to diversify our business activities, our
Company started manufacturing premium grade microcrystalline cellulose by successfully commissioning a spray
drier and a multi-fuel furnace, which in turn also increased our manufacturing capacity from 720 metric tonnes
per annum to 1,080 metric tonnes per annum. Presently, we manufacture 59 different grades of MCC at our
manufacturing units, situated at Hyderabad and Gujarat with an aggregate installed capacity of 11,880 MTPY.
With over 30 years of continuous growth, three multi-locational manufacturing facilities and consistent focus on
delivering premium quality product, our Company is one of the leading manufacturers of MCC (cellulose based
excipients) in India (Source: Research Report on Microcrystalline Cellulose (MCC) & Croscarmellose Sodium
(CCS) Industry). We have also entered into operations and management agreements with Gujarat Alkalies and
Chemicals Limited (“GACL”) for operating and managing the manufacturing units owned by GACL and for
contract manufacturing of sodium chlorate, stable bleaching powder and poly aluminum chloride in the said units.
For further details, please refer to the heading “Material Agreements” in the chapter titled “History and Certain
Corporate Matters” at page 193 of this Prospectus.
We are engaged in manufacturing microcrystalline cellulose (“MCC”) which is widely used as an excipient for
finished dosages in the pharmaceutical industry. The inert non-reactive, free flowing and versatile nature of MCC
has varied applications in the pharmaceutical, food, nutraceuticals and the cosmetic industries. We manufacture
MCC of various grades ranging from 15 microns to 250 microns. The major grades of MCC manufactured and
marketed by our Company are branded as HiCel and AceCel. These products are distinguished with the help of
different drying techniques employed by our Company during the manufacturing process. HiCel is a spray dried
product and is considered premium in quality due to the physical properties of the product such as particle size,
density, flow, tableting properties, etc. AceCel on the other hand is manufactured through bulk drying process.
We also manufacture various grades of this product in combination with various chemicals like colloidal silicon
dioxide, carboxy cellulose sodium, mannitol etc. to cater to the growing market of the co-processed excipients.
We operate three manufacturing units namely, Unit I situated at Hyderabad and two manufacturing units, Unit II
and Unit III are situated at Jhagadia and Dahej, respectively located in Gujarat. Unit I manufactures both HiCel
and AceCel and caters to the domestic and international customers such as end users, merchants, distributors and
exporters. Unit II manufactures AceCel and supplements the sale in the domestic market. Unit III is situated at
Special Economic Zone (“SEZ”) at Dahej and is engaged in the manufacture of HiCel and special grades which
is exported to overseas customers and distributors. Our Company foresees an increase in demand of MCC and to
the tap the growing market, we intend to utilize the Net Proceeds of this Issue to enhance the production capacity
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of MCC by increasing the existing capacity of our Unit II and Unit III and manufacturing of CCS in the Proposed
Unit at Kurnool. For further details, please refer to the chapter titled “Object of the Issue” at page 94 of this
Prospectus.
The various grades MCC have varied applications in different segments like pharmaceuticals, food, nutraceuticals,
cosmetics, etc. We cater to the aforementioned industries and have therefore set up an in-house research and
development division to realize and explore the new facets of cellulose based excipients. Our Research and
Development division (“R&D Division”) is located in Unit II and Unit III with the objective to implement a
performance-oriented approach with the help of technologies developed in-house. Our R&D Division is equipped
with the necessary facilities to carry out all necessary trials to develop new molecules from concept to
commissioning. Our team of experts carries out various application tests in our in-house R&D laboratory on all
the constituents of our products, to ascertain the true nature of the constituents and ensure the quality of our
products as per the customer requirements and international standards. Our R&D Division works on specific
projects along with experts in their respective fields, focusing on application research to explore new grades of
MCC. This ensures that the needs and demands of the customers who desire to customize the final products
suitable to their specific needs are effectively taken care of. Our laboratory at Unit II R&D Division has been
approved and has received an accreditation from Department of Science and Industrial Research (“DSIR”) to
undertake research and development activities. Owing to the constant efforts of our R&D Division, in the year
2007, our Company for the first time registered its Drug Master File (“DMF”) under the US FDA, enabling us to
augment our export operations. In the year 2011, our Company was awarded the first prize at the Innovation Award
Ceremony for MSME 2011 for presenting a model on the filtration process of wet MCC cakes, which reduces the
time taken for filtration and provides an optimum pH level of such cakes, for further processing. The said filtration
model is being implemented by us in our manufacturing process of MCC and has been detailed under the heading
“Manufacturing Process” at page 165.
Since incorporation, it has been our Company’s vision and focus to manufacture and supply premium quality
products to our customers, which has enabled us to expand our business operations globally and receive
certifications from renowned international bodies for our good manufacturing practices and efficient process
techniques. We have quality control and assurance division (“Quality Division”) in all our manufacturing units
which carries out all the required tests on the materials received including raw materials which are used in the
manufacturing process and also on the final products. Our Quality Division also carries out tests on all the stages
of our manufacturing processes to ensure that the quality is built through the process. We ensure adherence to the
domestic and international standards laid down for our products. Our Company has received various certifications
for the manufacturing process, managements systems implemented and the raw materials used during the
manufacture of the products. We have received an attestation of conformity for complying with the COSMOS
standard of the non-organic raw materials granted by ECOCERT Greenlife. We also received a certificate of
suitability from European Directorate for the Quality of Medicines and HealthCare in December 4, 2020. We have
also been awarded with certifications for maintenance of quality management system in production of Micro
Crystalline Cellulose / Powdered Cellulose as per EXCiPACT TM, HACCP, ISO 22000:2005, ISO/TS 22002-
1:2009 and ISO 9001:2015. We have received certifications for quality manufacturing process of MCC and co-
processed excipients from Jamiat Ulama Halal Foundation and Keneseth Eliyahoo Synagogue. In 2020, our
Company received a certificate of registration from United Registrar of Systems for recognizing the quality
management systems of all our manufacturing units which are in compliance with ISO 9001:2015. For further
details, please refer to the heading titled “Quality Related Approvals” in the chapter titled “Government and other
Statutory Approvals” and “Major Events and Milestones” in the chapter titled “History and Certain Corporate
Matters” at pages 305 and 190 of this Prospectus.
Our revenues from operations for the quarter ended June 30, 2021 and the Fiscals 2021, 2020 and 2019 were ₹
5,495.39, ₹ 19,275.58 lacs, ₹ 13,906.26 lacs and ₹ 12,898.81 lacs respectively, and grew at a CAGR of 22.24%
over such period. Our EBITDA for the Quarter ended June 30, 2021 and the Fiscals 2021, 2020 and 2019 were
₹1,238.00 ₹4,204.44 lacs, ₹2,965.00 lacs, ₹2,985.12 lacs, respectively, and grew at a CAGR of 18.68% over such
period. Our profit after tax for the Fiscals 2021, 2020 and 2019 was ₹ 3,026.03 lacs, ₹ 2,031.55 lacs, ₹ 1,901.27
lacs, respectively, and grew at a CAGR of 26.16%. For further details, please refer to the section titled “Financial
Information” on page 229 of this Prospectus.
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Impact of COVID-19 on our business operations
The current outbreak of COVID-19 pandemic has adversely impacted the global economy. The World Health
Organization declared the outbreak of COVID-19 as a public health emergency of international concern on January
30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide lockdown on
March 24, 2020 and imposed several restrictions. Subsequently in view of the second wave of COVID-19,
Government of Telangana had imposed a complete lockdown in the state of Telangana on May 12, 2021. However,
as we are engaged in manufacturing of MCC which is a critical raw material for pharmaceutical products, our
products were categorized under the ‘essential goods’ and our manufacturing facilities at Dahej, Jhagadia and
Hyderabad were not shut down during this pandemic. However, due to limited availability of labour, logistics and
supply chain constraints, manufacturing operations at our plants were impacted during the initial period of the
lockdown. We continued our manufacturing activities after making arrangements to meet the government’s
requirements on santization, people movement and social distancing.
Since then, we have resumed operations as per the Government of India and state government’s directives. Our
plant utilization has improved, raw material suppliers have resumed operations and supply and logistics have
become more regular. The future impact of COVID-19 or any other severe communicable disease on our business
and results of operations depends on several factors including those discussed in “Risk Factors – External Risk
Factors No. 75 - The outbreak of Novel Coronavirus or outbreak of any other severe communicable disease could
have a potential impact on our business, financial condition and results of operations on page 54 of this
Prospectus. We are continuously monitoring the economic conditions and have outlined certain measures to
combat the pandemic situation and to minimize the impact on our business. For more details, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Significant Developments after
March 31, 2021 that may affect our results of operations– Estimation of uncertainties relating to the global health
pandemic from COVID-19 (COVID-19)” on page 268 of this Prospectus.
One of the leading manufacturers of MCC (cellulose based excipient) in India with over 30 years’ experience.
We have a legacy of more than three decades in the cellulose-based excipient industry. We manufacture MCC of
various grades and market them under our brand names, such as HiCel, AceCel, HiCel MCG, AceFibre, HiCel
SMCC, etc. We believe that consumers have a strong loyalty to our brands, which has enabled our growth. The
R&D Division is augmented by niche research skills along with promoters’ extensive experience and technical
capabilities. We have made advancements in development of MCC and are positioned as one of the key
manufacturing players globally in manufacturing of MCC based excipients. In the domestic market, our Company
is one of the leading manufacturers of MCC (Source: Research Report on Microcrystalline Cellulose (MCC) &
Croscarmellose Sodium (CCS) Industry). This along with our technical capabilities, capable R&D Division and
manufacturing infrastructure, gives us a first mover advantage in India.
We have a dedicated team of professionals for managing and overseeing the production, marketing and selling of
our products. Our strict compliance with the internal quality control and international standards of quality has
enabled us to expand our operations internationally. Being an integrated manufacturer, we have the competitive
advantage, to customize our products with variations as per the specific requirements of our customers. We believe
this distinguishes us from the other players in the industry. We believe that our relationships with customers and
suppliers coupled with our innovative and cost-effective manufacturing process positions us well to continue to
expand our operations.
With the help of our premium quality products, we have been able to create a long-standing market presence in
India and internationally. Our foreign wholly owned subsidiary namely Sigachi U.S. Inc. has been incorporated
in Virginia, USA which helps us cater to the needs and requirements of our international customers. We cater to
various end users, merchants, distributors and exporters. We export our products to forty-one (41) countries
including Australia, USA, South America, U.K., Poland, Italy, Denmark, China, Colombia, Bangladesh, to name
a few.
A break up of the domestic and export sales of products (as per the restated standalone financials of the Company)
for the past three financial years is depicted in the table below:
157
Particulars FY 21 FY 20 FY 19
₹ lacs % of revenue ₹ lacs % of revenue ₹lacs % of revenue
from operations from from
operations operations
Domestic Sales 4,766.84 27.12% 5,388.87 38.82% 5,187.48 40.56%
Export Sales 12,808.17 72.88% 8,493.61 61.18% 7,603.39 59.44%
Total Sale of
17,575.01 100% 13,882.48 100.00% 12,790.86 100.00%
Products
Well experienced management team with proven project management and implementation skills.
We are led by a group of individuals, having a strong background and extensive experience in the excipient and
pharmaceutical industry. Our Promoters and Whole-time Directors, Rabindra Prasad Sinha and Chidambarnathan
Shanmuganathan have been associated with us since the inception. They are the founding members and are
actively involved in the strategic decision making for our Company, pertaining to corporate and administrative
affairs, financial operations, expansion activities, business development and management of overall business. Our
Promoter, Rabindra Prasad Sinha, played an instrumental role in setting up of our wholly owned subsidiary,
Sigachi US Inc. and in expansion of our export operations. Our Promoter, Chidambarnathan Shanmuganathan has
an experience of more than five decades in the field of variety of chemicals and derivatives of cellulose. He has
played an instrumental role in expanding the domestic operation of our Company and in setting up of our
manufacturing units in Gujarat. His vision has helped our Company diversify the operations to include operation
and maintenance of chemical manufacturing units for a public sector undertaking such as Gujarat Alkalies and
Chemicals Limited. Our Promoter, Managing Director and Chief Executive Officer, Amit Raj Sinha has been
instrumental in strengthening the R&D Division of our Company. He along with his team from the R&D Division
of our Company have published various research papers in renowned journals such as International Journal of
Pharmaceutical Sciences and Research, European Journal of Biomedical and Pharmaceutical sciences, World
Journal of Pharmaceutical Research, International Journal of Recent Scientific Research, etc. Under his leadership
and owing to his insights and knowledge in the pharmaceutical and cellulose industry we have successfully filed
an application for registering our patent titled as “BARETabPH”.
We have an experienced and professional management team with strong management and execution capabilities
and considerable experience in the excipient industry. The team comprises of personnel having technical,
operational and business development experience. We have employed suitable technical and support staff to
manage key areas of activities allied to operations. Our team is well qualified and experienced in the diversified
industries to which our Company caters and has been responsible for the growth of our operations. We believe the
stability of our management team and the industry experience brought in coupled with their strong repute, will
enable us to continue to take advantage of future market opportunities and expand into new markets. For further
details of the educational qualifications and experience of our management team and our Key Managerial
Personnel please refer the chapter titled “Our Management” beginning on page 199 of this Prospectus.
Owing to the inert non-reactive, free flowing and versatile nature of MCC, we are in a position to customize the
usage and application of our products to various industries including but not limited to pharmaceutical, food,
nutraceuticals and cosmetics. MCC is a white, insoluble, neutral, non-reactive, free flowing, versatile excipient.
Its physical, chemical and rheological properties dictate its performance in a broad range of applications in food,
pharmaceuticals, nutraceuticals, cosmetic and other industries. To serve these diverse industries, the polymer is
available in several grades which varies in their average particle size and bulk density. We manufacture MCC in
various grades ranging from 15 microns to 250 microns. We have an in-house R&D Division, which is responsible
for expanding our product portfolio and its application across industries by regularly interacting with customers
to understand demand for new products. We will also offer CCS, an excipient used in oral pharmaceutical
formulations as a super disintegrant for capsules, tablets and granules formulations, post manufacturing of CCS at
the Proposed Unit.
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Presence across diverse industry verticals with long standing relationship with our customers.
We have developed long-term relationships with our customers in various sectors including pharmaceutical,
nutraceuticals, food, nutraceuticals and cosmetics. Our business with some of our more recent customers has
increased, since we added them to our customer portfolio, reflecting our ability to develop and strengthen
relationships with customers.
We attribute the strength of our customer relationships to our ability to customize our products based on customer
specifications and requirements, as well as our track record of consistent delivery of quality and cost-effective
products and solutions through our strategic alignment with our key customers’ goals and specifications over the
years. We believe that our customers have unique requirements and preferences, and our R&D Division strives to
fulfill such requirements and preferences by conducting various application tests in the in-house laboratories. This
helps us understand customer requirements and their future plans better, enabling us to forecast, plan and
manufacture our products accordingly, thereby resulting in business optimization, improved productivity,
efficiency and margins. Our innovative research, efficient processing and application testing capabilities coupled
with consistent delivery of quality has helped us develop and maintain long-term relationships with a number of
our customers.
Our Promoters, who form part of our executive management have inculcated a culture of innovation and instilled
a firm belief that R&D is a key element of our growth and, will continue to be so. In line with this thinking, our
Company has over the years made regular investments in R&D to expand our bouquet of product offerings and to
streamline manufacturing process. We have two R&D Division and two in-house laboratories, in Unit II and Unit
III respectively. Our laboratory in our Unit II R&D Division has been approved and has received an accreditation
from DSIR to undertake research and development activities. With the aid of our R&D Division, our Company in
2011 was honored with the first prize at the Innovation Award Ceremony for MSME 2011 for presenting a model
on the filtration process of wet MCC cakes, which reduces the time taken for filtration and provides an optimum
pH level of such cakes, for further processing. The filtration model which was presented is being implemented by
us in its manufacturing process of different grades of MCC and has been detailed under the heading
“Manufacturing Process” at page 165. Our Promoter Directors are actively involved in the R&D initiative and
have presented several papers/ articles in international journals.
We believe that the product and process innovations will be key factor going forward and our continued investment
in R&D will better prepare us to take advantage of any future opportunities. We want to continue to focus on such
dedicated consultative processes between our customers and our Company as that helps us to understand the
processes followed by our customers and their specific application requirements better and we are able to provide
them specific solutions at the earliest. We want to continue to promote and strengthen our formulation and
application expertise which is led by our technical R&D team.
Quality Assurance and Quality Control are integral part of our manufacturing operations. We believe that quality
is an ongoing process of building and sustaining relationships. All the products are manufactured strictly as per
the GMP norms using the expertise of our experienced and trained team to supply premium quality products to
our customers at competitive price. Our commitment of supplying premium quality products is boosted by our
industry knowledge.
All our manufacturing facilities have a fully equipped Quality Division with experienced and qualified staff to
carry out quality checks and inspections at all the stages of our manufacturing process. We have in-house
laboratories and necessary infrastructure to test our raw materials and finished products to match the quality
standards as specified by the relevant pharmacopeia and customers. Our Quality Division and in-house laboratories
are equipped with the necessary equipment such as tablet hardness tester, tablet friability tester, UV
spectrophotometer, etc. for ensuring the quality and compliance with international standards.
We have been awarded with certifications for maintenance of quality management system in production of Micro
Crystalline Cellulose / Powdered Cellulose as per EXCiPACTTM, HACCP, ISO 22000:2005, ISO/TS 22002-
1:2009 and ISO 9001:2015. We have also received certifications for quality manufacturing process of MCC and
co-processed excipients from Jamiat Ulama Halal Foundation and Keneseth Eliyahoo Synagogue. We have checks
and testing systems in place, from the procurement of raw material to the final product, for ensuring the quality of
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our products. For further details, please refer to the heading titled “Quality Related Approvals” in the chapter titled
“Government and other Statutory Approvals” at page 305 of this Prospectus.
With a view to strategically expand our operations and ensure our market presence in domestic and international
markets, we have set up three multi locational manufacturing units namely, Hyderabad, Telangana (“Unit I”),
Jhagadia, Gujarat (“Unit II”) and Dahej, Gujarat (“Unit III”) which helps us provide timely, efficient and
customized delivery of our products in terms with the specific demographic needs. The manufacturing at Unit III
located in the SEZ is entirely export-oriented unit. We intend to tap the growing demand of MCC by utilizing the
Net Proceeds of this Issue for expanding the manufacturing capacities of our Unit II and Unit III. Our multi-
location facilities have aided in market penetration and developing a strong presence in India and abroad. For
further details, please refer to the chapter titled “Objects of the Issue” at page 94 of this Prospectus.
Government Incentives
Due to our export activities, our Company enjoys certain benefits of incentives under the “Merchandise Exports
from India Scheme” (MEIS) and “Duty Drawback Scheme” provided by the Central Government of India. Under
the MEIS scheme, a percentage of achieved FOB (Free on Board) value of 2%, 3%, or 5% of the exports, is paid
as incentives. The incentives are paid as the MEIS duty credit scrip that will be used to pay for numerous
taxes/duties along with the excise duty/customs tax. The duty credit scrips issued under MEIS are easily
transferable and are to be used to pay excise duty, service tax, and customs duty. Further, under the Duty Drawback
Scheme, the excise duty suffered on inputs, service tax paid for input service and customs duty paid on imported
raw material during manufacturing of export goods are remitted after export of such goods. These incentives help
our Company to promote our export activities and widen our international global footprint.
Government of India, through Ministry of Commerce and Industry on September 1, 2020, vide circular number
30/2015-2020, has capped the export incentives under the scheme, Merchant Export from India Scheme (MEIS),
at ₹2 crore per exporter on outbound shipments made during the period from September 1 to December 31, 2020.
The aforesaid cap on export incentive can further see downward revision in line with GOI’s plan to curtail the
cumulative incentive payment to ₹ 5,000 crores. Additionally, the MEIS scheme has been withdrawn by the
Government of India w.e.f. January 1, 2021 and has been replaced by the Remission of Duties and Taxes on Export
Products Scheme. As on date of this Prospectus, our Company is not availing benefits under the Remission of
Duties and Taxes on Export Products Scheme. However, as of March 31, 2021 we are receiving residuary benefits
under the MEIS Scheme for our export operations completed until December 31, 2020.
Our strategic objective is to improve and consolidate our position as one of the leading excipient manufacturer in
India with a continuous growth philosophy and to enter in value services. Below points represent our continuous
growth philosophy being implemented:
Increasing our manufacturing capacity to focus on the growing demand of our core products
Over the years we have increased our production capacities through consistent growth and innovation. With the
view to expand our manufacturing operations, in Fiscals 2010 and 2012, we had set up two additional
manufacturing facilities at Jhagadia and Dahej, respectively. We believe that our strong presence in the Indian
market positions us well to capitalise on the anticipated growth in demand of our core products which are MCC
and the various grades of MCC manufactured by our Company. We intend to expand the production capacity of
MCC by increasing the manufacturing capacity of our units situated in Dahej and Jhagadia as well as setting up
of the Proposed Unit which will result in an increase in revenues and profitability. The strategic decision to expand
our manufacturing units will increase our ability to cater to the expected increase in demand of our products. We
propose to utilize the Net proceeds of this Issue to increase our manufacturing capacity at our Jhagadia and Dahej
facility by an additional 3,600 MTPA and 3,741 MTPA respectively, to maximize the capacity utilization of the
manufacturing unit as well as for setting up of the Proposed Unit. Our Unit II and Unit III are spread over an area
of approximately 1.44 acres and 2.67 acres, respectively. We believe that our strategic decision to expand our Unit
II and Unit III and setting up of the Proposed Unit will significantly increase our product offering. We also expect
to benefit from the economies of scale brought about by such increased production capacity. For further details,
please refer to the chapter titled “Objects of the Issue” on page 94 of this Prospectus.
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Increasing our focus on our core business segment
Our Company is engaged in manufacturing of MCC which has varied applications in the pharmaceutical, food,
nutraceuticals and cosmetic industries. Our manufacturing units are situated at Hyderabad, Jhagadia and Dahej.
Alongside, we also maintain and operate the manufacturing units of Gujarat Alkalies and Chemicals Limited
(“GACL”), the details of which can be seen under the heading “Material Agreements” in the chapter titled
“History and Certain Corporate Matters” on page 193 of this Prospectus.
Going forward, we intend to focus our efforts towards our core business of manufacturing MCC and its various
grades for various industries or applications. Our Company foresees an increase in demand of MCC and to the tap
the growing market, we intend to fully utilize our resources in our own manufacturing units. Further, the Net
Proceeds of this Issue will be utilized to enhance the existing capacity of Unit II and Unit III as well as setting up
the Proposed Unit. For further details, please refer to the chapter titled “Object of the Issue” at page 94 of this
Prospectus. Our increased focus on our core business would help us expand our domestic and global footprint and
also enable us to diversify our product portfolio. This will lead to optimum resource utilization which would help
us efficiently achieve our business strategies.
We are engaged in manufacturing of MCC which is widely used as an excipient for finished dosages in the
pharmaceutical industry, as a stabilizer, anti-caking agent, fat substitute and emulsifier in food industry and as a
fat substitute, thickener and binder in cosmetics. Currently, we manufacture MCC of 59 different grades ranging
from 15 microns to 250 microns at our manufacturing units. Additionally, the Company intends to manufacture
higher grades of MCC at the Proposed Unit. The domestic market offers various opportunities in terms of sub-
geographic penetration and product/ market diversification. We intend to increase our market share by exploring
untapped markets by offering innovative value-added products, as part of our strategy to widen growth prospects.
We shall also continue to explore opportunities in different regions and countries abroad to enhance our
geographical reach.
Our income from exports grew at a CAGR of 31.28% from ₹ 7,711.33 lacs in Fiscal 2019 to ₹ 13,289.51 lacs in
Fiscal 2021. We currently export our products to forty-one (41) countries including Australia, USA, South
America, U.K., Poland, Italy, Denmark, China, Colombia, Bangladesh, etc. and plan to expand our export
operations globally. Our primary focus is offering diversified and customized products based on our customer’s
specifications and requirements. Through a combination of increased capacities, reduced costs, wider range of
product specifications and services adhering to global standards, marketing initiatives, competitive pricing and
more efficient use of our resources, we intend to expand our global footprint with diversified applications for our
products in various industries.
We continue to enhance our business operations by ensuring that our customer base increases through our
marketing efforts. We believe that our ability to customize our products for the various applications by our
customers can help us diversify our operations across different customer segments. Our core competency lies in
the thorough understanding of our customers’ needs and preferences, our vision to engage in sustainable practices
and providing unparalleled quality of our products thereby achieving customer loyalty. The R&D Division of our
Company continuously endeavors to offer the customers innovative application by exploring value additions to
our products. Presently, our marketing and sales division consists of members who are responsible for marketing
and supplying our products in various sectors. We intend to strengthen our existing marketing team by inducting
qualified and experienced personnel, who will supplement our existing marketing strategies in the domestic and
international markets.
The certifications such as EXCiPACTTM, HACCP, ISO 22000:2005, ISO/TS 22002-1:2009 and ISO 9001:2015
and the certifications for our quality manufacturing process of MCC and co-processed excipients from Jamiat
Ulama Halal Foundation and Keneseth Eliyahoo Synagogue certify the quality of our products and the compliance
with international standards mark the efficiency and expertise of our employees in the Quality Division. We have
already started out on our journey as a manufacturer and supplier of our existing products in the international
market, by incorporating a wholly owned subsidiary, Sigachi US Inc. in Virginia, USA which facilitates supply
of our products to our customers in the international markets. The quality of our products and compliance to the
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customer specifications and international standards, is our biggest marketing technique. For further details, please
refer to the heading titled “Quality Related Approvals” in the chapter titled “Government and other Statutory
Approvals” at page 305 of this Prospectus.
We would aim our business strategies to be dynamic and proactive, given the macro and micro market
environments in which we operate or where we may expand in the future. Our Company shall always strive to:
achieve maximum operational efficiency;
strengthen and expand our market position and product portfolio;
enhance our depth of experience, knowledge-base and know-how; and
increase our network of distributors, customers and geographical reach.
PRODUCTS
Our Company manufactures MCC in 59 grades, which have varied applications in different industries. Our revenue
break-up (as per the restated standalone financials of the Company) for the preceding three fiscals based on the
revenue received from the sale of our products in different industries is as under:
(₹ in lacs)
S. No. Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
1. Pharmaceuticals 14,095.68 10,411.86 9,593.15
2. Foods 1,879.42 1,388.25 1,279.09
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S. No. Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
3. Cosmetics 1,879.42 694.12 639.54
4. Nutraceuticals 939.71 1,388.25 1,279.09
Total 18,794.23 13,882.48 12,790.86
We manufacture 59 grades of MCC, ranging from 15 microns to 250 microns having varied applications, the
grades are as below:
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Sr. Grades Description Main Application
No.
24. AceCel® 12 MCC 12 Coarse grade MCC, combines good compatibility & high binding
capacity with outstanding flow, provides good content uniformity at
low weight variation even when used with low concentration of fine
actives.
25. AceCel® LD Fine than 101 Fine than AceCel 101, combines higher compatibility.
1000
26. AceCel® SG MCC 101 It is equivalent to AceCel 101, combines good compatibility and this
1030 grade develop for food
High Functionality Excipient
27. HiCel™ MCG MCC + CMC Gelling agent for “ready to use” applications prepared with high
501 shear forces.
28. HiCel™ MCG MCC + CMC High functionally gelling agent for all type of suspensions and
581 emulsion
29. HiCel™ MCG MCC + CMC High functionally gelling agent for all type of suspensions and
591 emulsions.
30. HiCel™ MCG MCC + CMC Gelling agent for recostituable dry suspension requires low shear
611 forces
31. HiCel™ SMCC MCC + Silicon Dioxide Superior Physico-mechanical properties that may be of advantage in
50M hard gelatin capsule formulations.
32. HiCel™ SMCC MCC + Silicon Dioxide Superior Physico-mechanical properties that may be of advantage in
90M hard gelatin capsule formulations.
33. HiCel™ SMCC MCC + Silicon Dioxide Equal to grade SMCC 90M, but with very low moisture content
LM 90 (<3.0%) for processing water sensitive actives.
34. HiCel™ SMCC MCC + Silicon Dioxide Superior Physico-mechanical properties that may be of advantage in
HD 90 hard gelatin capsule formulations.
35. HiCel™ SMCC MCC + Silicon Dioxide Coarser than HiCel™ SMCC 90M, this grade has been specially
SCG 90 developed for high density with fine particles API’s
36. HiCel™ HFS MCC + Mannitol+ Addition of Mannitol and Silicon dioxide in the MCC in co-
90M Silicon Dioxide processed increased flowability compatibility of the powder
37. HiCel™ HFS 50 MCC + Mannitol+ Addition of Mannitol and Silicon dioxide in the MCC in co-
M Silicon Dioxide processed increased flowability compatibility of the powder
38. HiCellac 80 MCC + Lactose Good compatibility, flowability, Hardness and uniformity of
Monohydrate Dosage.
39. HiCellac 100 MCC + Lactose Good compatibility, flowability, Hardness and uniformity of
Monohydrate Dosage.
40. HiCel™ CE 15 MCC + Guar gum Provide a superior creamier mouth feel and reduce friability.
41. BARETab® Lub Binder+Lubricant Good compatibility, flowability and no need additional lubricant
90M
42. BARETab® Lub Binder+ Lubricant This grade has lower moisture content (<3.0%) and recommended
LM 90 for extremely moisture sensitive active ingredient.
43. BARETab® Lub Binder+ Lubricant Formulas where a balance of flow and compaction is required. No
50M need additional lubricant
44. BARETab® Binder + super It has superior flowability and compressibility with lesser
Flash CS 90 M disintegrant disintegration time
45. BARETab® Binder + disintegrant It has superior flowability and compressibility with lesser
Flash SG 90M disintegration time
46. BARETab® Binder + super It has superior flowability and compressibility with lesser
Flash CS 50M disintegrant disintegration time, suitable for coarser API
47. BARETab® Binder + disintegrant It has superior flowability and compressibility with lesser
Flash SG 50M disintegration time, suitable for coarser API
48. BARETab® Binder + super It has superior flowability and compressibility with lesser
Flash CS LM disintegrant disintegration time, suitable for water sensitive API’s
90M
49. BARETab® Binder + disintegrant It has superior flowability and compressibility with lesser
Flash SG LM disintegration time, suitable for water sensitive API’s
90M
Pre-Formulated Excipient
50. BARETab® PH Binder+ Glidant+ Ready to use premix for DC tablet formulation, having outstanding
Disintegrant+ Lubricant flow and compressibility and maintained drug uniformity throughout
the batch.
51. BARETab® Binder+ Glidant+ It is low moisture content (<3.0%) and recommended for extremely
LMPH Disintegrant+ Lubricant moisture sensitive active ingredient.
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Sr. Grades Description Main Application
No.
52. BARETab® Binder+ Glidant+ Ready to use premix for DC tablet formulation, having outstanding
Nutra 90M Disintegrant+ Lubricant flow and compressibility for pharma, food and nutraceutical
formulation.
53. BARETab® Binder+ Glidant+ It is low moisture content (<3.0%) and recommended for extremely
Nutra LM90 Disintegrant+ Lubricant moisture sensitive active ingredient.
54. BARETab Nutra Binder+ Glidant+ It has higher compressibility and suitable for granular API’s.
50M Disintegrant+ Lubricant
55. BARETab ODT Binder+ Disintegrant+ For Quick dissolving tablet matrix, Superior, flow and
90M Sweetener compressibility. Formulas in which a balance of flow and
compaction is required.
56. BARETab ODT Binder+ Disintegrant+ For Quick dissolving tablet matrix, superior flow and
50M Sweetener compressibility. Formulas in which optimal compaction and decent
flow is required.
57. BARETab® Binder/Filler +Glidant+ Superior flowability and compressibility for tablet
Nutra DS 90M Disintegrant
58. BARETab® Binder/Filler +Glidant+ Superior flowability and compressibility for coarser API
Nutra DS 50M Disintegrant
59. BARETab® Binder/Filler +Glidant+ Superior flowability and compressibility for water sensitive API
Nutra DS LM 90 Disintegrant
MANUFACTURING PROCESS
The major raw material used during the manufacture of MCC is purified dissolving wood pulp bales. These are
imported from Canada, South Africa, Thailand, Indonesia and America from various suppliers. The chemical and
physical properties of the pulp determine the final quality of our finished products. The wood pulp bales are
imported based on the quality and the price at which they are available with the suppliers.
For ensuring the correct physical composition of our resultant product, it is important for us to undertake a quality
check on the raw materials sourced. Our Quality Division carries out various tests such as ash content, water
soluble substances, ether soluble substances, moisture content, paper brightness test, black particles etc. We also
use hydrochloric acid and other auxiliary chemicals for converting wood pulp into MCC, these materials are
sourced domestically. All our raw materials are easily available in the market.
Manufacturing Process
The various grades of MCC manufactured by our Company are distinguished on the basis of bulk density, particle
size, moisture content and sieve percentages and the manufacturing process involved therein is similar in nature.
We follow a three-step manufacturing process, the wood pulp bales are cut into sheets and subjected to hydrolysis,
the wet cakes which are generated from this process is then passed through the filter press. The filtered MCC is
dried as per the required process, packaged and dispatched. The stepwise manufacturing process is detailed below:
Hydrolysis of
the wood pulp Filtration Drying Packaging
sheets
The imported wood pulp sheets are received in bales and sheet form, and are passed through a wood pulp
shredder. The wood pulp sheets are cut into symmetrical pieces by passing them through the shredder to make
it easier for it to react with the chemicals in the chemical reactor. The Company manufactures MCC in batch
process. The quantity of the raw material is proportionate to the batch quantity of the final product.
The sheets of wood pulp once cut and weighed are added to the reactors. The Company has glass lined reactors,
which are used for hydrolysis of the wood pulp which is carried out at the required temperature and pressure.
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Once the hydrolysis is completed and the slurry is formed, the Quality Division of the manufacturing unit tests
the nature and texture of the slurry.
Filtration
Once the slurry is formed and in-process quality check is done, it is sent for filtration. At filter press, the slurry
is passed through in order to separate ‘mother liquor’ from the slurry and the ‘filtrate’ is sent to the effluent
treatment plant. The residual cake is washed during the process to make it neutral as well as salt free. Air is
passed through the cake to reduce the moisture content.
Drying
Due to the varied applications of our products in different sectors, different drying techniques are used on the
wet cakes. The various drying techniques adopted during the manufacturing process have been detailed below:
The wet cake obtained during the filtration process is crushed into small lumps having size less than 50
mm. The lumps are then subjected to fluidized bed drying process (hot air drying process) where the
residual moisture is reduced to a desired level. In order to achieve a finer micron size of the fluidized bed
dried MCC, it is further subjected to pulverization process wherein the lumps are grinded into smaller
granules or powder.
The entire operation is automated. The wet cake is fed into the cake breaker, hot air is passed through the
spin agitator, agitation speed is decided as per the particle size which has to be achieved. The powder is
discharged from the cyclone through a rotary air lock valve. Fines are trapped in the bag filter and collected
separately to ensure it is not vented into the atmosphere.
c) Spray Drying:
The wet cake is charged batch wise into slurry preparation tank continuously stirring to ensure homogenous
mixture and percentage of solids as per standard is maintained and checked by Quality Division. The slurry
is then sprayed in the spray dryer where drying takes place using hot air.
The product obtained from (a) and (b) are blended and sieved to make a uniform, homogeneous and a
standard batch size for final packing. However, the product obtained from spray drying process is sieved
and directly sent for packaging.
Packaging
The final product is weighed and packed in required packing as specified by the customers. Quality Division
undertakes all necessary samplings here and based on their results in the same area we have auto sealing and
stitching provisions. Once the packaging is done, the final products are then transferred to quarantine room for
testing. Once Quality Division approves a batch, is then transferred to finished goods storage area.
The raw materials procured and the finished products manufactured are checked and inspected by the Quality
Division to ensure that the desired quality is achieved. The Quality Division follows necessary standard operating
procedures (“SOP”), standard test procedures (“STP”) and calibration techniques in our fully equipped in-house
testing facility. The in-house facility is well equipped to meet all the specifications required to follow such as
United States Pharmacopeia (“USP”), British Pharmacopeia (“BP”), India Pharmacopeia (“IP”) and European
Pharmacopeia (“EP”). To ensure that the products dispatched or sold by our Company are of utmost quality, the
Quality Division maintains controlled samples for a period of six years for every batch which is manufactured and
dispatched.
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PLANT AND MACHINERY
Our manufacturing units house various material handling and preparation equipment. Our unit wise plant and
machinery is as follows:
a) Unit I:
The following is the list of major plant and machineries we have installed at Unit I:
b) Unit II:
The following is the list of major plant and machineries we have installed at Unit II:
c) Unit III:
The following is the list of major plant and machineries we have installed at Unit III:
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S. No. Name of the Machinery Quantity
4. Spray dryer and its parts 1
5. Weighing balance 2
6. Stitching machine with conveyor belt 1
7. Floor material hatch 1
8. SS static pass box 1
9. Process air receiver 1
10. Control air receiver 1
11. HP air compressor 1
12. AHU 2 with 4 TR condensing unit with cap of 1460 CFM and terminal HEPA filters 1
13. Supply AHU3 with 1000 CFM 1
14. Exhaust AHU3 with 900 CFM 1
15. Supply AHU5 13500 CFM 1
16. Exhaust AHU 5 with 13000 CFM 1
17. AHU6 with 4 TR condensing unit and terminal HEPA filter 1
18. 2 ton boiler with FO ring main system and chimney 1
19. Pulverize 1
20. Sifter 4
Utilities:
Our manufacturing units have the following utilities and support equipment:
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S. No. Particulars of the utilities
29. Waste water storage tank
30. Caustic stank
31. Boiler feed tank
32. Knife Mill
33. Secondary Drying System
34. Raw water pump, slurry feed pump, acid recirculation pump, etc.
35. Air Handling units
36. Earthing Pit
37. DG Set 380 KVA (for Unit I)
Power
All our manufacturing units have adequate power supply to carry out manufacturing operations. The details of the
power supply of our manufacturing units are as follows:
a) Unit I:
Unit I receives power supply from Telangana Power Corporation Limited and has been sanctioned 350.00
KVA power.
b) Unit II:
Unit II receives power supply from Dakshin Gujarat Vij Company Limited. It has been sanctioned a power
supply not exceeding the limit of 225 KVAH power.
c) Unit III:
Unit III receives power supply from Torrent Energy Limited. It has been sanctioned a power supply not
exceeding the limit of 481.00 KVA.
We have installed DG sets in all our manufacturing units for contingencies occurring due to power outage.
Steam/ Fuel
We have installed steam boilers and thermic fluid boilers in our manufacturing units. We have also installed hot
air generator plants in Unit I and Unit III for generating hot air during the manufacturing process.
Water
Our manufacturing units have adequate water supply. We source water from third party vendors for carrying out
our manufacturing operations in Unit I, whereas in Unit II and Unit III, water supply provided by Gujarat Industrial
Development Corporation is used for carrying out our day-to-day operations.
We have also installed a RO plant and demineralized water plant in Unit I and Unit III. The water which is sourced
by or is supplied to our units is first treated in the RO plant and the demineralized water plant, before it can be
used during our manufacturing process.
Waste Management
We have installed effluent treatment plants in all our manufacturing units for treatment of waste water generated
during the manufacturing process. We have a zero-liquid discharge (“ZLD”) effluent treatment plant which has
been installed in Unit I and Unit II, which enables us to carry out complete in-house treatment of waste water
which is generated. At both ZLD units we use final treated water for irrigation and gardening purpose, which
complies all Pollution Control Board norms. Our Company has executed various agreements with third parties for
systematic disposal and processing of hazardous waste generated in all our manufacturing units.
We had availed the requisite consents and environmental approvals from the regulatory authorities for operating
our manufacturing units. For further details, please refer to the chapter titled “Government and other Statutory
Approvals” at page 297 of this Prospectus.
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Capacity Installed and Capacity Utilisation
Set forth below is the detail of the installed and utilized capacity of our manufacturing units for the last three years.
The details have been certified by K. Anjaneyulu, Independent Chartered Engineer vide his chartered engineer
certificates dated September 1, 2020, April 2, 2021 and June 16, 2021.
Particulars of
March 31, 2019 March 31, 2020 March 31, 2021
manufacturing unit
A. Dahej
Installed Capacity (MTPA) 3,672 3,672 4,380
Production volume (MTPA) 3,055 3,204 4,162
Capacity utilization 83.18% 87.25% 95.02%
B. Jhagadia
Installed Capacity (MTPA) 2,160 2,160 2,160
Production volume (MTPA) 1,672 1,720 1,831
Capacity utilization 77.41% 79.63% 84.77%
C. Hyderabad
Installed Capacity (MTPA) 6,048 6,048 6,048
Production volume (MTPA) 4,214 4,177 5,247
Capacity utilization 69.68% 69.06% 86.76%
COLLABORATIONS
As on date of this Prospectus, we have not entered into any technical or financial collaborations or agreements
and have not availed or provided a performance guarantee.
We as a responsible corporate citizen are committed to take up different developmental projects, as part of our
Corporate Social Responsibility (“CSR”) initiatives towards improving the quality of lives of the underprivileged
sections of the society and other stakeholders. Our CSR strategies are aligned to national priorities to meet the
basic needs of the local community. Our CSR policy defines the framework for implementing CSR activities in
compliance with Section 135 of the Companies Act, 2013 and rules framed thereunder. The CSR committee has
been constituted as per the applicable act. We demonstrate our commitment towards our communities by
committing our resources and energies to social development and we have aligned our CSR programs with legal
requirements under the applicable Indian laws. In furtherance of the same, we endeavor to undertake CSR
activities such as sustainable environment development, promoting gender equality, ensuring care for senior
citizens and differently abled persons, maintaining cleanliness by installing dustbins, constructing portable toilets,
etc. We have spent an amount of ₹ 43.52 lacs, ₹ 26.71 lacs and ₹ 17.39 lacs towards our CSR initiatives during
FY 21, FY 20 and FY 19 respectively.
Insurance
Under the restrictive covenants imposed by the financial institutions and also as a good business practice we
maintain insurance covering our stocks, machineries and assets at such levels that we believe to be appropriate.
We maintain insurance cover against loss or damage by burglary, business interruption by fire, earthquake,
terrorism, spoilage, impact damage due to road or rail services, etc. by availing burglar insurance policy, boiler
and pressure plant policy, business interruption (fire) insurance policy, machinery insurance policy, standard fire
and special perils policy, commercial package insurance policy, fire insurance policy, machinery (engineering)
insurance policy. We have also insured our employees by availing public liability (industrial risks) policy, public
liability industrial policy and public liability (act only) policy.
Marketing
Our R&D Division continuously endeavors to offer the customers innovative application by exploring value
additions to the products manufactured. The certifications such as EXCiPACTTM, HACCP, ISO 22000:2005,
ISO/TS 22002-1:2009 and ISO 9001:2015 and the certifications for our quality manufacturing process of MCC
and co-processed excipients from Jamiat Ulama Halal Foundation and Keneseth Eliyahoo Synagogue certify the
quality of our products and the compliance with international standards mark the efficiency and expertise of our
employees in the Quality Division, which we use frequently for our marketing pitches where there is a requirement.
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We strictly adhere to the quality expectations of the customers and the international standards by conducting the
necessary tests before dispatching out products. Our foreign wholly owned subsidiary, Sigachi U.S. Inc. markets
and distributes our products to our international customers, understands their requirements and conveys us the
same, which enables us to undertake R&D exercises, thereby eventually providing innovative products
conforming to quality standards expected by our customers. Our marketing team coupled with our R&D and
Quality Divisions are committed to expand our business operations in the domestic and international markets by
providing good quality standardized and customized products which caters to the specific requirements of our
customers.
HUMAN RESOURCES
We believe that our employees are key contributors to our business success. As on September 15, 2021, we have
759 employees including our Directors, who look after our business operations, factory management
administrative, secretarial, marketing and accounting functions in accordance with their respective designated
goals.
a) Trademark:
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ii. Our Company has entered into a deed of assignment dated April 4, 2019 with Amit Raj Sinha Family Trust, one
of our promoter group entities (hereinafter referred to as the “Assignee”) and a supplemental deed of assignment
dated September 14, 2020 with the Assignee. Vide this deed of assignment, our Company on receiving a
consideration of ₹2.40 lacs from the Assignee has assigned the following trademarks to the Assignee which were
registered in its name or in the name of Sigachi Plasticisers Private Limited, which is now amalgamated with our
Company. The supplemental deed of assignment provides our Company with the unrestricted, non-exclusive, non-
transferable, non-sub licensable non royalty bearing right to use the trademarks mentioned below for
manufacturing, selling, trading, exporting or carrying on any other allied activity in the ordinary course of business
with respect to the goods manufactured by our Company. The right to use of such trademarks is valid for a period
of five (5) years until March 31, 2025. However, on April 7, 2021, the Board of our Company on the
recommendation of the Audit Committee has resolved to pay, for a period of 10 (ten) years commencing from
April 1, 2025 till 2035, 1% of the net sales, as royalty to Amit Raj Sinha Family Trust for usage of the assigned
trademarks.
The following trademark applications which have been opposed have also been assigned to the Assignee:
Sr. No. Particulars of the mark Trademark No. Class Date of Application
1. HILOSE 3000741 5 July 6, 2015
2. CosmoCel 2889308 3 January 27, 2015
3. HiCel 2118692 5 March 21, 2011
b) Patent:
COMPETITION
Our industry faces competition from organized as well as unorganized players in the domestic market as well as
in the international market. We have a number of competitors who manufacture products, which are similar to us.
Even with a diversified product portfolio, quality approach, innovative R&D facility and modern technology we
may have to face competitive pressures.
We believe the principal elements of competition in our industry are price, quality, timely delivery and reliability.
We compete against our competitors by establishing ourselves as a knowledge-based innovative unit with industry
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expertise in manufacturing cellulose-based excipients in 59 grades with varied applications, which enables us to
provide our clients with innovative products suitable to their needs and market requirements.
i) Freehold Property
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Sr. Details of the Particulars of the Consideration/ Tenure/ Term Usage
No. Deed/Agreement property, description License Fee/Rent
and area
Bammidi (the “Lessor”) 4000 sq ft at 1st floor, 1,20,000/- per
and our Company (the Kalyan Tulasiram month
“Lessee”) Chambers, Madinaguda,
Hyderabad-500 049, 2nd year i.e. from
Telangana State. June 1, 2020 to
May 31, 2021 -
₹1,32,000/- per
month.
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Sr. Details of the Particulars of the Consideration/ Tenure/ Term Usage
No. Deed/Agreement property, description License Fee/Rent
and area
2019- ₹61600/-
per month
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Sr. Details of the Particulars of the Consideration/ Tenure/ Term Usage
No. Deed/Agreement property, description License Fee/Rent
and area
Private Limited (the Telangana – 502032,
“Lessor”) and our Hyderabad, India.
Company (the
“Lessee”)
14. Provisional allotment Plot No. UDL - 7 in Lease rental @ Rs. A period of 33 Proposed unit
for setting up of UDL-Guttapadu situated 1 per [Link] per years commencing
“Pharma/Biotech Unit” at Survey No. 303 (part) annum. from the date of the
on lease basis granted Guttapadu Village, Lease Agreement
by A.P. Industrial Kurnool District (AP) (to be executed)
Infrastructure
Corporation Limited.
*Pursuant to a scheme of amalgamation between Sigachi Cellulos Private Limited, Sigachi Plasticisers Private Limited and
our Company which was sanctioned by the Hon’ble High Court of Judicature at Hyderabad vide its order dated July 7,
2014, the leasehold properties of the aforementioned companies were transferred in the name of our Company.
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KEY INDUSTRIAL REGULATIONS AND POLICIES
The following description is an overview of certain sector-specific relevant laws and regulations in India which
are applicable to the operations of our Company and our Subsidiary and their business. The description of laws
and regulations set out below is not exhaustive and is only intended to provide general information to Bidders.
The information in this section is neither designed nor intended to be a substitute for professional legal advice
and investors are advised to seek independent professional legal advice. The statements below are obtained from
publications available in the public domain based on the current provisions of applicable Indian law, and the
judicial, regulatory and administrative interpretations thereof, which are subject to change or modification by
legislative, regulatory, administrative, quasi-judicial or judicial decisions/actions and our Company or the BRLM
are under no obligation to update the same.
The Drugs and Cosmetics Act, 1940 (the “DCA”) and the Drugs and Cosmetics Rules, 1945 (the “Rules”)
The Drugs and Cosmetics Act, 1940 governs the import, manufacture, distribution and sale of drugs in India and
deals with aspects of labeling, packing, testing and licensing. The term ‘drugs’ has been given a wide import under
this legislation and includes not only the active pharmaceutical ingredient (API) component of medicines but also
substances that are intended for use as components of a drug, such as empty gelatin capsules. The Central and the
State Governments have been given the power to appoint inspectors under the Act, who must carry out and perform
the functions as prescribed including but not limited to search and seizure, examination of records, registers and
documents. Penalties have been provided for the manufacture for sale or distribution, stocking and exhibition of
drugs in contravention of the Act and for the non-disclosures of names of the manufacturers, as may be prescribed.
The Rules framed under this legislation provide that for the purpose of importing drugs, an import license and
registration certificate is required from the licensing authority. Even the manufacture for sale or distribution of
drugs, requires the grant/renewal of a license by the Central License Approving Authority. Persons have been
prohibited from the manufacture, distribution and sale of drugs which are not of the standard prescribed under the
Act, or are misbranded, adulterated or spurious.
The DPCO 2013 was issued by the Central Government under Section 3 of the ECA and in supersession of the
Drugs (Prices Control) Order, 1995, thereby giving effect to the National Pharmaceuticals Pricing Policy, 2012.
The DPCO 2013, inter alia, provides that the Central Government may issue directions to the manufacturers of
active pharmaceutical ingredients or bulk drugs and formulations to increase production or sell such active
pharmaceutical ingredient or bulk drug to such manufacturer of formulations and direct the formulators to sell the
formulations to institutions, hospitals or any agency, procedures for fixing the ceiling price of scheduled
formulations of specified strengths or dosages, retail price of new drug for existing manufacturers of scheduled
formulations, method of implementation of prices fixed by Government and penalties for contravention of its
provisions. The Government has the power under the DPCO 2013 to recover amounts charged in excess of the
notified price from the manufacturer, importer or distributor and the said amounts are to be deposited in the Drugs
Prices Equalization Account. The DPCO 2013 prescribes certain instances in which case the provision of the
DPCO 2013 will not be applicable. These provisions are applicable to all scheduled drugs and other drugs may be
regulated, if warranted in public interest.
The Central Government has been given the power to regulate and control the production, supply and distribution,
of essential commodities as specified in the Schedule to the Act. Such essential commodities have been defined
to include drugs as defined under the DCA. Section 3 of the ECA confers wide powers on the Central Government
including the power to mandate that licenses and permits be issued for the production and manufacture of certain
commodities and the power to control the price at which essential commodities may be bought and sold. The State
Government has been brought under the ambit of the Act and its authorities and officers may be directed to exercise
the powers and carry out the duties as mandated under the Act, for the regulation of essential commodities. The
Act also prescribes penal consequences for violations of the provisions mentioned therein.
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Laws relating to the food sector
The Food Safety and Standards Act, 2006 (“FSSA” or the “Act”)
The FSSA is a comprehensive legislation that has empowered the Central Government to establish a body known
as the Food Safety and Standards Authority of India to exercise the powers conferred on and perform the functions
assigned to it, under the Act. Its duty involves the regulation and monitoring of the manufacturing, processing,
distribution, sale and import of food so as to ensure its safety. Such authority may by regulations specify the
standards and guidelines in relation to articles of food and the limits of use of food additives, processing aids,
antibiotics and pharmacological active substances, etc. The Act prohibits addition of food additives or processing
aids to the food articles, which are not in accordance with the regulations made thereunder. As per the Act, the
substances and materials that are not consumed as a food ingredient by themselves but are used in the processing
of raw materials, food and its ingredients must also conform to the standards laid down under this Act.
The Food Safety and Standards (Food Products Standards and Food Additives) Regulations, 2011 (the
“Regulation”)
These Regulation lists various additives, which are recognised as suitable to be added in foods and have been
assigned the label of ‘Acceptable Daily Intake’ or on the basis of other criteria mentioned in the Regulation, have
been considered as safe for intake. The use of additives is required to be made in accordance with the principles
of Good Manufacturing Practice (“GMP”) which includes limiting the quantity of the food additive to a level
which is necessary to accomplish the desired effect whilst ensuring that the additive is of appropriate food grade
quality and handled in the same way as the food ingredient. The Regulations provides for specifications regarding
the use of various anti-caking agents, bulking agents, emulsifying agents and stabilizing agents, among other
substances.
The Factories Act, 1948 (the “Factories Act”) regulates the provisions relating to labour employed in factories.
This Act defines a factory as any premises on which ten or more workers are employed or were employed on any
day of the previous twelve (12) months, and on which a manufacturing process is being carried on with the aid of
power, or a premises on which twenty or more workers are employed or were employed on any day of the previous
twelve (12) months and on which a manufacturing process is carried on ordinarily without the use of power. The
Factories Act provides for the health, safety, and welfare of all workers and requires that the ‘Occupier’ (defined
as the person who has ultimate control over the affairs of the factory and in case of a company, any one of the
directors) ensures that all the workers are within safe working conditions while they are in the factory, and are not
exposed to any health risks and that they receive adequate instruction, training and supervision to ensure the same.
The Factories Act also makes provisions relating to the employment of women and young persons (including
children and adolescents), annual leave with wages, etc.
The Factories Act requires an Occupier of a factory to obtain approval, license, and registration for running and
qualifying as a factory under the Factories Act, by submitting the application along with plans and specifications
to the State Government or the Chief Inspector. Unless this permission from the Chief Inspector is obtained, no
building can be constructed or taken in use as a factory or a part of an existing factory. The Chief Inspector may,
on receipt of the said application and on being satisfied that there is no objection to the grant of license applied
for, register the factory and grant the license to the applicant to use as factory such premises as are specified in the
application and subject to compliance with such conditions as are specified in the license.
Any contravention of the provisions of the Factories Act or the rules framed thereunder may lead to imprisonment
of the manager or the Occupier of the factory for a term up to two (2) years or with a fine of ₹ 100,000 or both,
and in case of continuing contravention even after conviction, with a fine of up to ₹ 1,000 per day of contravention.
In case of a contravention which results in an accident causing death or serious bodily injury, the fine shall be not
less than ₹ 25,000 and ₹ 5,000 respectively.
The Industries (Development and Regulation) Act, 1951 (the “Act”) governs the development and regulation of
industries in India, and its main objective is to empower the Government to: (i) take necessary steps for the
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development of industries; (ii) regulate the pattern and direction of industrial development; and (iii) control the
activities, performance and results of industrial undertakings in public interest. The Act is applicable to the
‘Scheduled Industries’ which have been listed down in the first schedule of the Act and small-scale industrial
undertakings and ancillary units are exempted from the provisions of the Act.
The Act regulated the industries by requiring them to obtain industrial licensing by filing an Industrial
Entrepreneur Memoranda with the Secretariat of Industrial Assistance, Department of Industrial Policy and
Promotion. This Act is administered by the Ministry of Industries and Commerce through its Department of
Industrial Policy & Promotion. This department is responsible for the formulation and implementation of
promotional and developmental measures for growth of the industrial sector and also monitors the industrial
growth and production, in general, and selected industrial sectors.
The following is an indicative list of labour laws which may be applicable to our Company due to the nature of
the business activities:
i) Industrial Disputes Act, 1947.
ii) Minimum Wages Act, 1948 and Minimum Wages (Gujarat) Rules, 1961.
iii) Payment of Bonus Act, 1965.
iv) Payment of Gratuity Act, 1972.
v) Payment of Wages Act, 1936.
vi) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
vii) Employees’ State Insurance Act, 1948.
viii) The Industrial Employment Standing Orders Act, 1946.
ix) Maternity Benefit Act, 1961.
x) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
xi) Contract Labour (Regulation and Abolition) Act, 1970.
xii) The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979.
xiii) Employees’ Compensation Act, 1923.
xiv) The Child Labour (Prohibition and Regulation) Act, 1986
xv) The Equal Remuneration Act, 1976.
xvi) The Trade Unions Act, 1926 and the Trade Union (Amendment) Act, 2001.
xvii) Building and Other Construction Workers Regulation of Employment and Conditions of Service Act, 1996.
The Code on Wages, 2019 received the assent of the President of India on August 8, 2019 and proposes to subsume
four existing laws namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of
Bonus Act, 1965 and the Equal Remuneration Act, 1976. The Central Government has notified certain provisions
of this code mainly in relation to the constitution of the advisory board.
The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India
on September 28, 2020 and proposes to subsume certain existing legislations, including the Factories Act, 1948,
the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation
of Employment and Conditions of Service) Act, 1996. The provisions of this code will be brought into force on a
date to be notified by the Central Government.
The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it
proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act,
1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of this code will be brought into
force on a date to be notified by the Central Government.
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The Code on Social Security, 2020
The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it
proposes to subsume certain existing legislations including the Employee's Compensation Act, 1923, the
Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction
Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008. The provisions of
this code will be brought into force on a date to be notified by the Central Government.
Other Laws
The Bureau of Indian Standards Act, 2016 (the “BIS Act”) provides for the establishment of the Bureau of Indian
Standards (“BIS”) for the development of the activities, inter alia, standardization, marking and quality
certification of goods. Functions of the BIS include, inter-alia, (a) recognizing as an Indian standard, any standard
established for any article or process by any other institution in India or elsewhere; (b) specifying a standard mark
to be called the Bureau of Indian Standards Certification Mark which shall be of such design and contain such
particulars as may be prescribed to represent a particular Indian standard; and (c) conducting such inspection
and taking such samples of any material or substance as may be necessary to see whether any article or process
in relation to which the standard mark has been used conforms to the Indian Standard or whether the standard
mark has been improperly used in relation to any article or process with or without a license.
The Legal Metrology Act, 2009 (“Act”), received the assent of the President of India on January 13, 2010. The
Act governs the standards/ units/ denominations used for weights and measures as well as for goods which are
sold or distributed by weights, measures or numbers. It also states that any transaction/ contract relating to goods/
class of goods shall be as per the weights/ measurements/ numbers prescribed under the Act. Every unit of weight
or measure shall be in accordance with the metric system based on the international system of units. Using or
keeping any weight or measure otherwise than in accordance with the provisions of the said Act is an offence, as
is considered as tampering or altering any reference standard, secondary standard or working standard. Moreover,
the Act prohibits any person from quoting any price, issuing any price list, cash memo or other document, in
relation to goods or things, otherwise than in accordance with the provisions of this Act. The administration of the
Act and regulation of pre-packaging of commodities is done with the help of Legal Metrology (Packaged
Commodities) Rules, 2011, (the “Rules”) which require every manufacturer, packer and importer who pre-packs
or imports any commodity for sale, distribution or delivery to get himself registered under these Rules.
Additionally, the Rules also bar anyone from pre-packing or causing or permitting pre-packaging any commodity
for sale, distribution or delivery unless a declaration in respect to such pre-packaging has been made on the
package in accordance with these Rules.
The Standards of Weights and Measures Act, 1976 (the “Act”) was enacted to regulate trade or commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and to provide for
such matters as may be connected thereto. The Act enumerates the specific base units to measure goods and
products. Any offence under this Act is punishable with imprisonment or fine or with both based on the type of
violation.
The Consumer Protection Act, 2019 (“COPRA”) will repeal the existing Consumer Protection Act, 1986, and shall
come into force on such date as the Central Government may, by notification, appoint. The Consumer Protection
Act, 1986 provides a mechanism for the consumer to file a complaint against a service provider in cases of unfair
trade practices, restrictive trade practices, deficiency in services, price charged being unlawful and food served
being hazardous to life. It also places product liability on a manufacturer or product service provider or product
seller, to compensate for injury or damage caused by defective product or deficiency in services. It provides for a
three tier consumer grievance redressal mechanism at the national, state and district levels. Non-compliance of the
orders of the redressal commissions attracts criminal penalties. The COPRA will, inter alia, introduce a Central
Consumer Protection Council to promote, protect and enforce the rights of consumers executive agency to provide
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relief to a class of consumers. The COPRA will bring e-commerce entities and their customers under its purview
including providers of technologies or processes for advertising or selling, online market place or online auction
sites. The COPRA will also provide for mediation cells for early settlement of the disputes between the parties.
The Information Technology Act, 2000 (the “IT Act”) creates a liability on a body corporate which is negligent
in implementing and maintaining reasonable security practices and procedures, and thereby causing wrongful loss
or wrongful gain to any person, while possessing, dealing with, or handling any sensitive personal data or
information in a computer resource owned, controlled or operated by it but affords protection to intermediaries
with respect to third party information liability. The IT Act also provides for civil and criminal liability including
compensation, fines, and imprisonment for various computer related offences. These include offences relating to
unauthorised disclosure of confidential information and committing of fraudulent acts through computers,
tampering with source code, unauthorised access, publication or transmission of obscene material etc. The IT Act
empowers the Government of India to formulate rules with respect to reasonable security practices and procedures
and sensitive personal data. Additionally, the IT Act empowers the Government of India to direct any of its
agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity, defence and
security of India, among other things. In April 2011, the Department of Information Technology under the Ministry
of Communications and Information Technology notified the Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 under Section 43A of the IT
Act and the Information Technology (Intermediaries Guidelines) Rules, 2011 under Section 79(2) of the IT Act.
The Electricity Act, 2003 (the “Electricity Act”) was enacted to regulate the generation, transmission, distribution,
trading and use of electricity by authorising a person to carry on the above acts either by availing a license or by
seeking an exemption under the Electricity Act. Additionally, the Electricity Act states no person other than
Central Transmission Utility or State Transmission Utility, or a licensee shall transmit or use electricity at a rate
exceeding 250 watts and 100 volts in any street or place which is a factory within the meaning of the Factories
Act, 1948 or a mine within the meaning of the Mines Act, 1952 or any place in which 100 or more persons are
ordinarily likely to be assembled. An exception to the said rule is given by stating that the applicant shall apply
by giving not less than 7 days’ notice in writing of his intention to the Electrical Inspector and to the District
Magistrate or the Commissioner of Police, as the case may be, containing the particulars of electrical installation
and plant, if any, the nature and purpose of supply of such electricity. The Electricity Act also lays down the
requirement of mandatory use of meters to regulate the use of electricity and authorises the commission so formed
under the Electricity Act, to determine the tariff for such usage. The Electricity Act also authorises the State
Government to grant subsidy to the consumers or class of consumers it deems fit from paying the standard tariff
required to be paid. The Electricity Act also states the mechanism for seeking judicial relief by setting up an
Appellate Tribunal and laying down the process to seek justice against the orders of the commission established
under the Electricity Act.
The Indian Boilers Act, 1923 (the “Act”) consolidates and amends the law relating to steam boilers. This Act was
enacted with the objective of providing for the safety of life and property of persons from the dangers of steam
boilers and for achieving uniformity in registration and inspection during the operation and maintenance of boilers
in India. The owners of boilers which are not exempted from this Act are required to register their boilers by
applying to the Inspector with prescribed documents, following which the Inspector shall fix a date within 30 days
of receipt and shall inspect the boiler and documents. If the Inspector is satisfied that the boiler has not suffered
any damage during its transit from the place of manufacture to the sire of erection, and with the documents, he
may register the boiler and assign a register number thereto and also issue a certificate to the owner authorising
the use of the boiler for a period not exceeding 12 months at a pressure he thinks is fit and in accordance with the
regulations made under this Act. The certificate may be renewed upon expiry or if there has been an accident with
the boiler. Any contravention to the provisions of this Act shall be punishable with imprisonment, which may
extend to two (2) years or with fine which may extend to ₹ 1 lacs or with both.
Establishments are required to be registered under the provisions of local shops and establishments legislations
applicable in the states where such establishments are set up. Such legislations regulate the working and
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employment conditions of workers employed in such 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.
Shops and establishments have to be registered under the shops and establishments legislations of the respective
states where they are located.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India
have power to endow the municipalities with power to implement schemes and perform functions in relation to
matters listed in the Twelfth Schedule to the Constitution of India. The respective States of India have enacted
laws empowering the municipalities to issue trade license for operating stores and implementation of regulations
relating to such license along with prescribing penalties for non-compliance.
The Transfer of Property Act, 1882 (the “T.P. Act”) governs the transfer of property, including immovable
property, between natural persons excluding a transfer by operation of law. The T.P. Act establishes the general
principles relating to the transfer of property, including among other things, identifying the categories of property
that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and
conditions imposed on the transfer and the creation of contingent and vested interest in the property. The T.P. Act
also provides for the rights and liabilities of the vendor and purchaser in case of a transaction relating to sale of
property and the lessor and lessee if the transaction involves lease of land, as the case may be.
The Sale of Goods Act, 1930 (the “Sale of Goods Act”) governs contracts relating to the sale of goods. The
contracts for sale of goods are subject to the general principles of the law relating to contracts. A contract for sale
may be an absolute one or based on certain conditions. The Sale of Goods Act contains provisions in relation to
the essential aspects of such contracts, including the transfer of ownership of goods, delivery of goods, rights and
duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied under a
contract for the sale of goods.
The Registration Act, 1908 (the “Act”) was passed to consolidate all the previous legislations which were enacted
in relation to the registration of documents. This Act was promulgated to achieve the purpose of maintaining a
proper regulatory record of transactional documents with a recognized officer in order to safeguard the original
copies. The Act lays down two types of registration of documents, one being mandatory registration, which has
been laid down under Section 17 of the Act and relates to documents such as, inter alia gift deed or transfer deed
for an immovable property, non-testamentary instruments purporting to an interest in any immovable property,
leasing or renting an immovable property. The other type of registration has been laid down under Section 18 of
the Act which provides for the category of documents, registration of which is optional or discretionary and
include, wills, instrument for transfer of shares, adoption deeds, etc. Failure to register a document under Section
17 of the Act can attract severe consequences, including declaration of invalidity of the transfer in question;
however, no such consequence is attracted in case of Section 18 of the Act. Sections 28 and 31 of the Act provide
the sub-registrars and other officers, the authority to register documents under this Act. Registration of a document
provides authenticity to a document and also acts as a conclusive proof in relation to the execution of such a
document in the court of law.
Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the Union list
mentioned in the Seventh Schedule of the Constitution of India, is governed by the provisions of the Indian Stamp
Act, 1899 (the “Act”), all others instruments are required to be stamped, as per the rates laid down by the State
Governments. Stamp duty is required to be paid on such category of transaction documents laid down under the
various laws of the states, which denotes that stamp duty was paid before the document became legally binding.
The stamp duty has to be paid on such documents or instruments and at such rates which have been specified in
the First Schedule of the Act. Instruments as mentioned in the said schedule of the Act, if are not duly stamped
are not admissible in the court of law as valid evidence for the transaction contained therein. The Act also provides
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for impounding of instruments which are not sufficiently stamped or not stamped at all. Unstamped and deficiently
stamped instruments can be impounded by the relevant authorities and validated by imposing of penalty on the
parties. The amount of penalty payable on such instruments may vary from state to state.
The Finance Act, 2021 received the assent of the President on March 28, 2021 and came into force on April 1,
2021 to give effect to the financial proposals of the Central Government for the financial year 2021-22. This Act
contains necessary amendments in direct and indirect taxes signifying the policy decisions of the Union
Government for the year 2021-22.
The Income Tax Act, 1961 is applicable to every domestic and foreign company whose income is taxable under
the Provisions of this Act or Rules made under it depending upon its “Residential Status” and “Type of income”
involved. Under Section 139(1), every company is required to file its Income Tax Return for every Previous Year
by October 31 of the Assessment Year. Other compliances like those relating to tax deductions and exemptions,
fringe benefit tax, advance tax and minimum alternative tax, etc., are also required to be complied with by every
company.
Goods and Service Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. It is governed by the GST Council and provides for the imposition of tax on the supply of goods or
services and will be levied by the Centre on intra-State supply of goods or services and by the States including
Union Territories. A destination-based consumption tax GST would be a dual GST with the Centre and State
simultaneously levying tax with a common base. The GST law is enforced by various laws, namely the Central
Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods
and Services Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services
Tax (Compensation to States) Act, 2017 and various rules made thereunder.
These enactments replace the following indirect taxes and duties at the Central and State levels: Central Excise
Duty, Duties of Excise, additional duties on excise – goods of special importance – special additional duty of
customs, Service Tax, Central and State Surcharges and cesses relating to the supply of goods and services, State
VAT, Central Sales Tax, Luxury Tax, Entry Tax, etc.
The Telangana Goods and Services Act, 2017 contains provisions for the levy and collection of tax on intra-state
supply of goods or services or both. It lays down eligibility and conditions for taking input tax credit, provisions
relating to audit, inspection, search, seizure, arrest, demands and recovery and also prescribes penalties for
offences under the Act.
The Gujarat Goods and Services Tax Act, 2017 makes provisions for the levy and collection of intra-state supply
of goods or services or both within the State of Gujarat and the matters connected therewith or incidental thereto.
The Act details the scope of supply, the levy and collection of tax, exemptions from tax, registration, returns, and
other such related or incidental matters.
The Customs Act came into force in India with effect from February 1, 1963. The Customs Act deals with the
levy of customs duty, the power of the central government to prohibit import and export of certain goods and
prevention and detection of illegally imported goods. Section 8 of the Customs Act empowers the Commissioner
of Customs to approve proper places in any customs port or customs airport or coastal port for the unloading and
loading of goods or for any class of goods. The Commissioner of Customs is also empowered to specify limits of
any customs area. Under the Customs Act, the Central Board of Excise and Customs (“CBEC”) is empowered to
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appoint, by notification, inter alia, ports or airports as customs ports or customs airports and places as the Inland
Container Depot (“ICD”). Section 45 of the Customs Act lays down that all imported goods unloaded in a customs
area shall remain in the custody of the person approved by the Commissioner of Customs until they are cleared
for home consumption or warehouse or transshipped. The custodian is required to keep a record of such goods
and send a copy of the record to the designated officer. The custodian shall not permit the goods to be removed
unless approved by the designated authority. The Customs Act, further provides that if the goods are pilfered while
in the custody of the custodian, then such custodian shall be liable to pay duty on such goods. The said Act contains
provision for levying the custom duty on imported goods, export goods, goods which are not cleared, goods
warehoused or transshipped within 30 days after unloading etc. It also provides for storage of imported goods in
warehouses pending clearance, for goods in transit etc., subject to prescribed conditions.
The Customs Act provides for levy of penalty and/or confiscation of, inter alia, prohibited or dutiable goods that
are imported into or exported from an area that is not appointed as a customs port or customs airport or are imported
or exported without payment of requisite duty. Additionally, any owner of motor vehicle is required to obtain
written permission from the Commissioner of Customs for transshipment of imported goods by a motor vehicle,
pursuant to the Goods Imported (Conditions of Transshipment) Regulations, 1995. By a notification dated March
17, 2009, the CBEC and Customs has notified the Handling of Cargo in Customs Area Regulations, 2009 which
specify the eligibility requirements and responsibilities of persons who are receive, store, deliver or otherwise
handle imported goods in the customs area.
Gujarat State Tax on Professions, Trades, Callings and Employments Act, 1976
Every person engaged in any profession, trade, callings and employment is liable to pay tax at the rate prescribed
by the State Government of Gujarat. It is considered necessary to levy tax on profession, trade callings and
employment in order to augment state revenues, and every state is empowered by the Constitution of India to make
laws relating to the levy of taxes on professions, trades, callings and employments that shall serve as the governing
provisions in that state.
Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange Management Act,
1999 (“FEMA”) read with the applicable FEM Rules. FEMA replaced the erstwhile Foreign Exchange Regulation
Act, 1973. Foreign investment is permitted (except in the prohibited sectors) in Indian companies, either through
the automatic route or the government approval route, depending upon the sector in which foreign investment is
sought to be made. The DIPP (now DPIIT) makes policy pronouncements on FDI through press notes and press
releases which are notified by the RBI as amendments to the FEM Rules. In case of any conflict, the FEM Rules
prevail. Therefore, the regulatory framework, over a period of time consists of acts, regulations, press notes, press
releases, and clarifications among other amendments. The DIPP (now DPIIT) issued the FDI Policy which
consolidates the policy framework on FDI issued by DIPP (now DPIIT), in force on August 28, 2017 and reflects
the FDI policy as on August 28, 2017. The FDI Policy consolidates and subsumes all the press notes, press releases,
and clarifications on FDI issued by DIPP (now DPIIT). As per the FDI Policy, FDI up to 100% is permitted in
wholesale trading under automatic route and upto 51% is permitted in multi brand retail trading under the
government route subject to certain conditions prescribed under FDI policy. As per the Press Note No. 3 of 2020
dated April 17, 2020 issued by the DIPP, has amended the FDI Policy to include restrictions on entities belonging
to a country, which shares land border with India or where the beneficial owner of an investment into India is
situated in or is a citizen of any such country, where they can invest only under the Government route. Further, a
citizen of Pakistan or an entity incorporated in Pakistan can invest, only under the Government route, in sectors/
activities other than defence, space, atomic energy and sectors/activities prohibited for foreign investment.
Foreign investment in India is primarily governed by the provisions of the Foreign Exchange Management Act,
1999 (“FEMA”) and the rules, regulations and notifications thereunder, as issued by the Reserve Bank of India
from time to time. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No.
FEMA. 395/2019-RB dated October 17, 2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer by or
issue security to a person resident outside India. As laid down by the FEMA Rules, no prior consents and approvals
are required from the RBI for Foreign Direct Investment (“FDI”) under the “automatic route” within the specified
sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of
investment in excess of the specified sectoral limits under the automatic route, approval may be required from the
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RBI. At present, the FDI Policy does not prescribe any cap on the foreign investments in the sector in which the
Company operates. Therefore, foreign investment up to 100% is permitted in the Company under the automatic
route.
The Foreign Trade (Development and Regulation) Act, 1992 and the Rules framed thereunder
The Foreign Trade (Regulation and Development) Act, 1992 (“FTA”), and the rules framed thereunder, is the
main legislation concerning foreign trade in India. The FTA read along with Foreign Trade (Regulation) Rules,
1993 provides for the development and regulation of foreign trade by facilitating imports into, and augmenting
exports from, India and for matters connected therewith or incidental thereto. As per the provisions of FTA, the
Government:- (i) may make provisions for facilitating and controlling foreign trade; (ii) may prohibit, restrict and
regulate exports and imports, in all or specified cases as well as subject them to exemptions; (iii) is authorised to
formulate and announce an export and import policy and also amend the same from time to time, by notification
in the Official Gazette; (iv) is also authorised to appoint a ‘Director General of Foreign Trade’ for the purpose of
the Act, including formulation and implementation of the Export-Import Policy.
The FTA prohibits anybody from undertaking any import or export under an Importer-Exporter Code member
(“IEC”) granted by the Director General of Foreign Trade pursuant to Section 7. Hence, every entity in India
engaged in any activity involving import/export is required to obtain an IEC unless specifically exempted from
doing so. The IEC shall be valid until it is cancelled by the issuing authority.
The National and State governments are jointly responsible for the sustainable management of the forest resource.
Since our Company deals primarily in manufacturing activities relating to wood waste and Agro forestry, there
are various environmental and forest specific laws that are required to be taken into consideration. By virtue of
the 42nd amendment to the Constitution of India in 1976, the subject matter of ‘forest’ was brought from the state
list to the concurrent list empowering the Central Government to legislate on this subject. In India, various state
governments have enacted their own Forest Acts or made an amendment to the Indian Forest Act, 1927. Further,
the Indian Forest Act, 1927 empowers the state government to enact rules to regulate various aspects of forest
management such as prescribing procedure for issuance of transit pass, setting up of saw mills, saw pits etc. In a
practical sense, the State forest departments act as the custodians of the public forest resource and as the forest
authorities, managing the forest resources in the basis of the forest management plans that they submit to the
central government.
Our manufacturing activities are subject to, among other laws, environmental laws and regulations promulgated
by the Ministry of Environment and Forest of Government of India, Saw Mill Rules, the State Forest Policy, State
Pollution Control Board and Central Empowered Committee. These include laws and regulations about cutting of
trees, discharge of effluents, polluted emissions, hazardous substances etc. On wood based industries, the Hon’ble
Supreme Court of India has given specific directives from time to time and the same would be applicable to our
Company as well. Laws relating to excise, customs, GST, factory and labour related matters etc. are applicable to
our Company, as they are applicable to other manufacturing establishments. The applicable environmental laws
are summarized below:
The Indian Forest Act, 1927 (“Forest Act”) is India’s guiding forestry legislation that seeks to consolidate and
preserve areas with forest cover or significant wildlife, to regulate movement and transit of forest produce, and to
levy duties on timber and other forest produce. It lays out the procedure by which a State government can declare
an area a Reserved Forest, Protected Forest or a Village Forest. It also defines as to what is a forest offence, what
are the acts prohibited inside a Reserved Forest, and what penalties occur on violation of the provisions of the
Forest Act. The Forest Act gives the State Governments the power to formulate rules to regulate matters such as
the cutting, sawing, conversion and removal of trees and timber, and the collection, manufacture and removal of
forest-produce from protected forests; the granting of licenses to persons felling or removing trees or timber or
other forest-produce from such forests for the purposes of trade, and production etc.
The Act was promulgated to provide for the conservation of forests and for matters connected therewith or
ancillary or incidental thereto. The Act prevents state governments from making any order directing that any forest
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land be used for a non-forest purpose or that any forest land is assigned through lease or otherwise to any private
person or corporation not owned or controlled by the Government without the approval of the GoI. The Ministry
of Environment and Forests (“MoEF”) mandates that Environment Impact Assessment (“EIA”) must be
conducted for projects. In the process, the Ministry receives proposals for the setting up of projects and assesses
their impact on the environment before granting clearances to the projects.
The EIA Notification S.O. 1533, issued on September 14, 2006 (“EIA Notification”) under the provisions of the
Environment Act, prescribes that new construction projects require prior environmental clearance from the MoEF.
The environmental clearance must be obtained from the MoEF according to the procedure specified in the EIA
Notification. No construction work, preliminary or other, relating to the setting up of a project can be undertaken
until such clearance is obtained. Under the EIA 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 is required to make appropriate changes in the draft ‘EIA Report’ and the ‘Environment
Management Plan.’ The final EIA Report has to be submitted to the concerned regulatory authority for appraisal.
The regulatory authority is required to given its decision within 105 days of the receipt of the final EIA Report.
The Air (Prevention and Control of Pollution) Act, 1981 ( the “Act”) aims to prevent, control and abate air
pollution and pursuant to the provisions of this 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 is required to grant consent
within a period of four months of receipt of an application, but may impose conditions relating to the consent
granted. 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
penalties for the failure to comply with the above requirements include imprisonment of up to six years and the
payment of fine extending up to ₹ 10,000.
Under the said Act, the Central Pollution Control Board has powers, inter alia, to specify standards for the quality
of air, while the State Board has the power to inspect any control equipment, industrial plant or manufacturing
process, to advice the State Government with respect to the suitability of any premises or location for carrying on
any industry and to obtain information from any industry.
The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) aims to prevent and control water
pollution as well as restore water quality by establishing and empowering the Central Pollution Control Board and
the State Pollution Control Boards. 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. In certain cases, the State Pollution
Control Board may cause the local Magistrates to restrain the activities of such person who is likely to cause
pollution. Penalty for the contravention of the provisions of the said Act include the imposition of fines or
imprisonment, or both.
The Central Pollution Control Board has the powers, inter alia, to specify and modify standards for stream and
wells. The State Pollution Control Board has powers, inter alia, to inspect any sewage or trade effluents, and to
review plans, specifications or other date relating to plants set up for treatment of water. The State Board also has
the power to evolve efficient methods of disposal of sewage and trade effluents on land, to advice the State
Government with respect to the suitability of any premises or location for carrying on any industry likely to pollute
a stream or well and to specify standards for treatment of sewage and trade effluents.
The Environment Protection Act, 1986 (the “Act”) has been enacted for the protection and improvement of the
environment (which includes water, air, land, human beings, other living creatures, plants, microorganisms, etc.)
and for matters connected therewith. The Act empowers the Central Government to take measures to protect and
improve the environment such as by laying down standards of emission or discharge of pollutants, providing for
restrictions regarding areas where industries may operate, prohibitions and restrictions regarding the handling of
hazardous substances and location of industries and so on. The Central Government is empowered by the Act to
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constitute authority or authorities for the purpose of exercising and performing such powers and functions, to
appoint a person for inspection, for analysis of samples and for selection of notification of environmental
laboratories.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“HWM Rules”)
The HWM Rules allocate the responsibility to the occupier and operator of any facility that treats hazardous wastes
to collect, treat, store or dispose them without adverse effects accruing to the environment. Moreover, the occupier
and the operator must take steps to ensure that persons working at the site are given adequate training and
equipment for performance of their work. Hazardous wastes can be collected, treated, stored and disposed of only
in such facilities as may be authorised for this purpose. The occupier is liable for damages caused to the
environment resulting from the improper handling and disposal of hazardous waste, and any fine that may be
levied by the respective SPCB.
The Noise Pollution (Regulation and Control) Rules, 2000 (the “Rules”) aim to regulate and control noise
producing and venerating sources with the objective of maintaining the ambient air quality standards in respect of
noise. The Rules declare different areas or zones each permitting for different ambient air quality standards in
respect of noise and the noise levels shall not exceed this limit, as prescribed by the Schedule. The Rules also
prescribe methods to cut down on noise from various sources including industries, such as by mounting machinery,
using insulating screens and suitable ducts, etc.
The present national policies for environmental management are contained in the National Forest Policy, 2018,
the National Conservation Strategy and Policy Statement on Environment and Development, 1992, the Policy
Statement on Environment and Development, 1992; and the Policy Statement on Abatement of Pollution, 1992.
Some sector policies such as the National Agriculture Policy, 2018; National Population Policy, 2000; and
National Water Policy, 2012 have also contributed towards environmental management. All these policies have
recognized the need for sustainable development in their specific contexts and formulated necessary strategies to
give effect to such recognition. The Policy seeks to extend the coverage, and fill in gaps that still exist, in light of
present knowledge and accumulated experience. It does not displace, but builds on the earlier policies.
The Policy evolved from the recognition that only such development is sustainable, which respects ecological
constraints and the imperatives of justice. The objectives stated above are to be realized through various strategic
interventions by different public authorities at Central, State and Local government levels. They would also be the
basis of diverse partnerships. The principles followed in the Policy are:
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E. Intellectual Property Laws
The Information Technology Act, 2000 (the “IT Act”) creates a liability on a body corporate which is negligent
in implementing and maintaining reasonable security practices and procedures, and thereby causing wrongful loss
or wrongful gain to any person, while possessing, dealing with, or handling any sensitive personal data or
information in a computer resource owned, controlled or operated by it but affords protection to intermediaries
with respect to third party information liability. The IT Act also provides for civil and criminal liability including
compensation, fines, and imprisonment for various computer related offences. These include offences relating to
unauthorised disclosure of confidential information and committing of fraudulent acts through computers,
tampering with source code, unauthorised access, publication or transmission of obscene material etc. The IT Act
empowers the Government of India to formulate rules with respect to reasonable security practices and procedures
and sensitive personal data. Additionally, the IT Act empowers the Government of India to direct any of its
agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity, defence and
security of India, among other things. In April 2011, the Department of Information Technology under the Ministry
of Communications and Information Technology notified the Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 under Section 43A of the IT
Act and the Information Technology (Intermediaries Guidelines) Rules, 2011 under Section 79(2) of the IT Act.
The purpose of the Indian Patents Act, 1970 (the “Act”) is to protect inventions. Patents provide the exclusive
rights for the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent
registration confers on the patentee the exclusive right to use, manufacture and sell his invention for the terms of
the patent. An invention means a new product or process involving an inventive step capable of industrial
application. An application for a patent can be made by (a) a person claiming to be the true and first inventor of
the invention; (b) a person being the assignee of the person claiming to be the true and first inventor in respect of
the right to make such an application; and (c) legal representative of any deceased person who immediately before
his death was entitled to make such an application.
Indian trademark law permits the registration of trademarks for goods and services. The Trade Marks Act, 1999
(“Trade Mark Act”) governs the statutory protection of trademarks and for the prevention of the use of fraudulent
marks in India. An application for trademark registration may be made by individual or joint applicants and can
be made on the basis of either use or intention to use a trademark in the future. Once granted, trademark registration
is valid for ten years, unless cancelled, and may be renewed indefinitely upon payment of renewal fees every ten
years. If not renewed after ten years, the mark lapses and the registration has to be restored. The Trade Mark
(Amendment) Act, 2010 has been enacted by the Government to amend the Trade Mark Act to enable Indian
nationals as well as foreign nationals to secure simultaneous protection of trademark in other countries. It also
seeks to simplify the law relating to transfer of ownership of trademarks by assignment or transmission and to
align the law with international practice.
In March 2017, the Trade Marks Rules, 2017 (“Trade Mark Rules”) were notified, in supersession of the Trade
Marks Rules, 2002. The Trade Marks Rules brought with them some changes in the application process, in terms
of an increase in application fees and common formats for multiple kinds of applications. However, the e-filing
process has been incentivized by providing lower application fees.
Apart from the above list of laws which is inclusive in nature and not exhaustive – general laws like the Indian
Contract Act, 1872, Specific Relief Act, 1963, Negotiable Instruments Act, 1881, Sale of Goods Act, 1930,
Consumer Protection Act, 1986, Anti-Trust law such as Competition Act, 2002 and corporate Acts namely
Companies Act, 1956 and Companies Act, 2013 are also applicable to the Company.
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HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was incorporated as ‘Sigachi Chloro-Chemicals Private Limited’ on January 11, 1989 as a private
limited company under the Companies Act, 1956 with the Registrar of Companies, Andhra Pradesh. With an
intention to diversify our business activities, pursuant to a special resolution of our Shareholders passed in an
extra-ordinary general meeting dated March 10, 2012, the name of our Company was changed to ‘Sigachi
Industries Private Limited’ and a fresh certificate of incorporation dated March 29, 2012 consequent to such name
change was issued to our Company by the Registrar of Companies, Andhra Pradesh. Subsequently, pursuant to a
special resolution of our Shareholders passed in an extra-ordinary general meeting dated November 21, 2019 our
Company was converted from a private limited company to a public limited company and consequently the name
of our Company was changed to ‘Sigachi Industries Limited’, and a fresh certificate of incorporation dated
December 9, 2019 was issued to our Company by the Registrar of Companies, Telangana at Hyderabad. The
corporate identification number of our Company is U24110TG1989PLC009497.
The registered office of our Company was originally situated at 11-94, Shantinagar, Patancheru, Hyderabad – 502
319, Telangana, India. Thereafter, the registered office of our Company was changed to the following address:
1. To carry on the business of manufacture, process, produce, refine, convert, import, export, buy, sell, and deal
in all kinds of organic and inorganic chemicals including chemicals like chlorinated paraffin wax, stable
bleaching powder, hydrated lime, Benzene hexachloride, calcium chloride, potassium chloride, activated
earth, mono chloro acetic Acid, cellulose base chemicals such as sodium CMC bleached cotton linter, drugs,
medicines, pharmaceuticals, herbal, batcerio-logical, biological preparations, drug Intermediates, essences,
alkalies, acids, gases, soaps, dyes, paints, oils, colours, chemical equipments.
2. To act as consultants, Technologists, collaborators, fabricators, engineers and contractors for setting up
similar facilities, to act as representatives, distributors, agents and brokers for the sale or any particular
territory or any firm or company of India or foreign and to appoint representatives, distributors, agents or
brokers to the goods produced or purchased by the Company on such terms and conditions as the Company
deems fit.
The following amendments have been made to the Memorandum of Association of our Company in the last ten
(10) years:
A fresh certificate of incorporation pursuant to the change of name was granted by the RoC on March
29, 2012.
February 15, 2013 The capital clause of our Memorandum of Association was amended to reflect the subdivision of the
nominal value of our Equity Shares from ₹ 100 each to₹ 10 each.
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Date of Nature of amendments
shareholder’s
resolution
Consequently, the issued, subscribed and fully paid up Equity Share capital of our Company
comprising of 85,424 Equity Shares of face value of ₹ 100 each, aggregating to ₹ 8,542,400 was
subdivided into 854,240 Equity Shares of the face value of ₹ 10 each aggregating to ₹ 8,542,400.
March 30, 2013 The capital clause of our Memorandum of Association was substituted to reflect the increase in
authorised share capital of our Company from ₹ 10,000,000 consisting of 1,000,000 Equity Shares
of ₹ 10 each to ₹ 13,000,000 divided into 1,300,000 Equity Shares of ₹ 10 each.
April 1, 2013 The authorized share capitals of Sigachi Cellulos Private Limited and SigachiPlasticisers Private
Limited were clubbed with the authorized share capital of our Company pursuant to the Scheme and
vide an order dated July 07, 2014 passed by the High Court of Judicature at Hyderabad for the state
of Telangana and the state of Andhra Pradesh.
The capital clause of our Memorandum of Association was substituted to reflect the increase in
authorised share capital of our Company from ₹ 13,000,000 divided into 1,300,000 Equity Shares of
₹ 10 each to ₹ 71,500,000 divided into 7,150,000 Equity Shares of ₹ 10 each.
November 21, Our Company was converted from a private limited company into a public limited company and
2019 consequently the name of our Company was changed from “Sigachi Industries Private Limited” to
“Sigachi Industries Limited” to reflect such change.
The capital clause of our Memorandum of Association was substituted to reflect the increase in
authorised share capital of our Company from ₹ 71,500,000 divided into 7,150,000 Equity Shares of
₹ 10 each to ₹ 12,000,000 divided into 1,200,000 Equity Shares of ₹ 10 each.
Our Company altered its Memorandum of Association, in order to adhere to the provisions of the
Companies Act, 2013.
The registered office clause of our Memorandum of Association was substituted to give effect to the
bifurcation and formation of the state of Telangana.
July 30, 2021 The capital clause of our Memorandum of Association was substituted to reflect the increase in
authorised share capital of our Company from ₹ 12,000,000 divided into 1,200,000 Equity Shares of
₹ 10 each to ₹ 32,000,000 divided into 3,200,000 Equity Shares of ₹ 10 each.
Details regarding the description of our Company’s activities, services, products, market, growth, technology,
managerial competence, standing with reference to prominent competitors, major suppliers, distributors and
customers, segment, capacity/facility creation, launch of key products, entry in new geographies, capacity built-
up, location of manufacturing facilities, marketing and competition, please refer to the chapters titled “Our
Business”, “Our Management” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 155, 199 and 233 respectively, of this Prospectus.
The table below sets forth some of the key events, milestones in our history since its incorporation.
Year Events
1989 Incorporation of our Company as a private company with the name ‘Sigachi Chloro-Chemicals Private
Limited’ with the business to manufacture paraffin oil with the focus to cater to the needs of the niche segment
of the customers with prime quality of our products.
1990 Since, our Company saw a growth in its business operation, it decided to diversify its business activities to
manufacture microcrystalline cellulose, which was also the domain of one of our Directors.
1996 Our Company began the in-house manufacture of alpha cellulose, a key raw material required for
manufacturing our final product, microcrystalline cellulose.
1998 Our Company commenced its export operations by exporting its product, microcrystalline cellulose to
Bangkok.
2000 Our Company started manufacturing premium grade microcrystalline cellulose by successfully
commissioning a spray drier and a multi-fuel furnace, which in turn also increased our manufacturing capacity
from 720 metric tonnes per annum to 1080 metric tonnes per annum.
2004 The sale from our export operations constituted 32% of our total sales during the financial year.
2006 Our Research and Developments laboratory received an accreditation from Department of Science and
Industrial Research (“DSIR”)to undertake research and development.
2007 Our Company for the first time registered its Drug Master File (“DMF”) under the US FDA enabling us to
augment our export operations.
2008 Setting up of a unit for manufacturing microcrystalline cellulose at Jhagadia, Gujarat.
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Year Events
2009 Setting up of 100 % export oriented unit (“EOU”) for manufacturing microcrystalline cellulose in the special
economic zone (“SEZ”) at Dahej, Gujarat.
2010 Our Company commenced the commercial production of microcrystalline cellulose at our manufacturing unit
situated at Jhagadia.
2011 The research and development division of our Company innovated a novel filteration process for
manufacturing microcrystalline cellulose.
2012 Our Company commenced the commercial production of microcrystalline cellulose at the manufacturing unit
situated at Dahej.
2014 Approval received for the scheme of arrangement executed for merger of SigachiCellulos Private Limited
and SigachiPlasticisers Private Limited with our Company.
Our Company received a certificate of suitability received from European Directorate of Quality Medicines.
2016 Our Company received a certificate of registration from TUV India Private Limited certifying that the
management system applied by us in our manufacturing unit situated at Jhagadia is as per ISO 9001:2008.
2020 Our Company received a certificate of registration from United Registrar of Systems for certifying that the
quality management systems of all our manufacturing units are in compliance with ISO 9001:2015.
Our Company received a certificate of registration from TUV NORD CERT GmnH applying management
system as per Food Safety System Certification 2000 (Version 4.1) in our manufacturing unit situated at
Hyderabad.
The table below sets forth some of the awards and accreditations received by our Company:
Except has stated below, there has been no instance of any time and cost overrun in setting up projects:
In the year 2012 there was a cost overrun of approximately Rs. 200 lacs due to which the project was delayed by
18 months. Thereafter, our Company had obtained a term loan to complete the said project.
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Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks
There are no defaults or rescheduling of borrowings from financial institutions or banks or conversion of loans
into equity in relation to our Company.
Details regarding material acquisition or disinvestments of business / undertakings, mergers, amalgamation
Except as mentioned below, our Company has not made any business acquisition, merger and amalgamation or
disinvestment of business in the last ten years:
Scheme of Arrangement between SigachiCellulos Private Limited (“Transferor Company 1”), Sigachi
Plasticisers Private Limited (“Transferor Company 2”) (collectively, the “Transferor Companies”) and our
Company and their respective shareholders and creditors (hereinafter referred to as the “Scheme”).
With effect from April 1, 2013 (the “Appointed Date”), the Transferor Companies 1 and 2 were amalgamated
with our Company, by an order dated July 7, 2014 passed by the High Court of Judicature at Hyderabad for the
state of Telangana and the state of Andhra Pradesh. The rationale of the Scheme was to integrate the business
synergies and reap the benefits of the consolidation of the business of the Transferor Companies into our Company.
The analogous nature of the business of our Company and the Transferor Companies would facilitate optimum
utilization of the available resources, broadening of the customer base of our Company, thereby improving our
productivity and enabling a focused business approach for optimization. A mix of the financial, managerial and
technical resources of the companies along with the combined expertise and capabilities of the personnel would
warrant for an increased competitive strength, cost reduction, logistics advantage and optimum productivity. The
salient features of the Scheme are set forth below:
a) The Transferor Companies 1 and 2, in their entirety, were transferred to and vested in our Company as a
going concern.
b) All assets, properties, rights, licenses, sanctions, consents, authorization, approvals and permissions
(statutory or otherwise), liabilities, debts receivables, etc. of the Transferor Companies stood transferred to
our Company from the Appointed Date.
c) As of the Appointed Date, all the permanent employees of the Transferor Companies were to be considered
as the employees of our Company in such position, rank and designation as may be determined by us. They
were also be liable to receive the benefit of continuity of service and such that the terms and conditions of
their employment which should have been not be less favorable than those which were applicable to them
during their employment with the Transferor Companies.
d) As consideration for the amalgamation of the Transferor Companies with our Company, pursuant to the
Scheme, members of the Transferor Companies whose names appeared on the register of members of such
companies, on September 10, 2013 were allotted:
25 (Twenty Five) Equity Shares of ₹ 10 each in the share capital of our Company, credited as fully paid
up for every 100 (Hundred) fully paid up Equity Shares of ₹ 10 each held by such members in the share
capital of the Transferor Company1.
33 (Thirty Three) Equity Shares of ₹10 each in the share capital of our Company credited as fully paid
up for every 100 (Hundred) fully paid up Equity Shares of ₹ 10 each held by such members in the share
capital of the Transferor Company 2.
e) As on the Appointed Date, pursuant to the Scheme the excess of the aggregate amount of paid up equity
capital of the Transferor Companies, issued and allotted in the form of equity shares of ₹ 10 each to our
Company, which was over and above the consideration was to be credited to an ‘amalgamation reserve’ in
the books of our Company.
f) Upon the Scheme becoming effective, the authorized capital of the Transferor Companies was added to and
clubbed with the authorized capital of our Company without payment of any fees and without any further act
or deed, and the resultant authorized capital of our Company, pursuant to the Scheme is as follows:
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g) Pursuant to the Scheme coming in effect, the Transferor Companies were dissolved without being wound up.
Revaluation of assets
Our Company has neither revalued its assets nor has it issued any Equity Shares (including bonus shares) by
capitalizing any revaluation reserves in the last ten years.
Holding Company
As on the date of this Prospectus, our Company does not have a holding company.
Our Company has a wholly owned subsidiary, namely Sigachi U.S., Inc. For further details, please refer to the
chapter titled, “Our Subsidiary” at page 197 of this Prospectus.
As on the date of this Prospectus, our Company does not have any joint ventures or Associate Companies.
As on date of this Prospectus our Company does not have any strategic and financial partners.
There are no shareholders and other material agreements, apart from those entered into in the ordinary course of
business carried on or intended to be carried on by us.
Further, there are no other inter se agreements/ arrangements and clauses/ covenants which are material and which
needs to be disclosed and that there are no other clauses / covenants which are adverse/ pre-judicial to the interest
of the minority / public shareholders. Further, there are no other agreements, deed of assignments, acquisition
agreements, SHA, inter-se agreements, agreements of like nature other than those disclosed in this Prospectus. As
on date of filing of this Prospectus no shareholder/ investor is entitled to any special rights pursuant to any
shareholders’ agreement or any other arrangement.
Agreements with key managerial personnel or a Director or Promoters or any other employee of the
Company
There are no agreements entered into by a Key Managerial Personnel or Director or Promoters or any other
employee of our Company, either by themselves or on behalf of any other person, with any shareholder or any
other third party with regard to compensation or profit sharing in connection with dealings in the securities of our
Company.
Guarantees given by Promoters offering its shares in the Offer for Sale
This is a fresh issue of Equity Shares and our Promoters are not offering their shares in this Issue.
Material Agreements
Except as provided below, our Company has not entered into any material agreements with strategic partners, joint
venture partners and/or financial partners, other than in the ordinary course of business of our Company:
a) Agreement dated June 4, 2012 executed between Gujarat Alkalies and Chemicals Limited (“GACL”) and
our Company for contract manufacturing of stable bleaching powder at the manufacturing plant owned by
GACL (hereinafter referred to as the “Agreement”).
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Our Company has entered into an Agreement with GACL for contract manufacturing of stable bleaching powder
(“SBP”) at its 45 Thermal Design Power Stable Bleaching Powder Plant (hereinafter referred to as the “Plant”).
GACL upon representations, warrants and assurances of our Company about our capability to undertake and
efficiently and safely carry out contract manufacturing of SBP with the help of experienced and skilled operating
employees has agreed to enter into an agreement with our Company for contract manufacturing and operating and
maintenance of the Plant. Our Company has vide this Agreement, agreed to undertake contract manufacturing of
SBP. Our Company has represented that we have the technical personnel who possess the required qualifications,
knowledge, skill and experience of operations and maintenance of such Plant and are aware of all the work
involved in safe and efficient manufacturing and handling of SBP. As per the Agreement, contract manufacturing
of SBP and all tasks relating to routine the Maintenance work of the Plant will be carried out and run by the
Company, while following and complying with all the technical specifications and guidelines mutually agreed in
writing by the parties from time to time. The salient terms of the Agreement have been provided below:
Term: The Agreement is valid for a period of three years with effect from June 1, 2012 and this term shall be
extendable for a further period, if mutually agreed. The parties mutually agreed to extend the term of the
Agreement for a period of three years starting from June 17, 2015 until June 16, 2018 vide an addendum (“First
Addendum”). The parties then further extended the term of the agreement for a period starting from June 17,
2018 until June 16, 2023 vide a second addendum dated June 1, 2018 (“Second Addendum”).
Product: All the raw materials, materials in process and the SBP manufactured by our Company in the Plant shall
be the property of GACL. Our Company is bound to hand over to GACL the entire finished production of SBP
duly packed, as may be required from time to time. Our Company is also obligated to maintain the facilities,
machinery and equipment of GACL in good working condition and the cost and expenses thereof shall be borne
by us. The Plant, specific facilities, equipment, machinery, raw materials and utilities contained therein, made
available by GACL shall be used for the purpose of this Agreement and to manufacture SBP.
Price: Our Company shall receive the operating and maintenance charges (the ‘O & M Charges’) from GACL for
the due and satisfactory performance of its obligations under this Agreement. The O&M Charges are subject to
our Company’s performance of its obligations under this contract diligently and prudently as laid down under the
Agreement.
Raw material supply: GACL agrees and assures sufficient supply of raw material i.e. hydrated lime and liquid
chlorine and utilities for smooth running of the plant. In case GACL fails to provide sufficient supply of raw
materials and utilities, which are in the scope of GACL’s obligation as provided in this Agreement, our Company
will be entitled to claim minimum O & M charges from GACL.
Quality of the Product: Quality of products, raw material, utility norms and grade 2 generation will be maintained
by the Company as per the results to be established by during initial three months of the contract. Any rejection
on account of inferior quality or improper packing, expenses incurred for reprocessing or repacking and
transportation will be payable by the Company to GACL.
Termination: (i) the Agreement shall stand terminated post the expiry of its term, unless otherwise mutually
decided by the parties; (ii) in the event any party commits a breach of the terms of the contract, it shall be
constituted as termination subject to 30 days written notice being served on the defaulting party to rectify such
breach. In case such breach is not rectified by the party in default, the other party may then give a 60 days’ notice
of termination to be served on the defaulting party at least 60 days in advance. (iii) either party may terminate the
Agreement by giving 30 days written notice to the other, if the performance is substantially prevented by an event
of force majeure continuously for more than 60 days. (iv) During the tenure of this Contract, either party may give
to the other 90 days advance notice in writing, to be served by Regd. Post AD and/or by hand delivery, to terminate
this Contract without assigning any reason thereof.
b) Agreement dated April 10, 2014 executed between Gujarat Alkalies and Chemicals Limited (“GACL”) and
our Company for operation of the plant owned by GACL for manufacturing sodium chlorate (hereinafter
referred to as the “Agreement-1”).
Our Company has entered into an Agreement with GACL for operation of the manufacturing plant owned by
GACL, situated at Dahej Complex, P.O. Dahej-392 130, Vagra, Bharuch, Gujarat for the purpose of carrying out
manufacturing operations and producing sodium chlorate (hereinafter referred to as the “Plant”). As per the
Agreement-1, GACL has obligated our Company, with the complete operation of its 20,000 Terapascal Sodium
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Chlorate Plant, which broadly includes receiving raw materials and utilities supplied by GACL, operation of all
plants and machineries with due diligence, storage and handling of finished products and loading of products in
transport vehicles for dispatch. Our Company under this Agreement-1 is also responsible to oversee all other
activities concerned with smooth operation of the Plant such as inter alia cleaning, de-choking, greasing and other
preventive maintenance activities. Our Company has represented that we possess the capability to undertake and
efficiently and safely carry out this Agreement for operation of the Plant for manufacturing of sodium chlorate
with the help of experienced and skilled operating employees. Our Company has vide this Agreement, agreed to
undertake operation of the Plant for manufacturing sodium chlorate and has assured GACL that we have the
technical personnel who possess the required qualifications, knowledge, skill and experience of operations and
maintenance of such Plant and are aware of all the work involved in safe and efficient manufacturing and handling
of SBP. The salient terms of the Agreement-1 have been provided below:
Term: The Agreement-1 is valid for a period of one years with effect from the date of starting of commercial
production or fifteen months from the effective date of this contract, whichever is earlier. Our Company has agreed
that the commercial production of the Plant will be achieved by it within three months from the effective date of
the Agreement-1. In the event the Commercial production is not achieved within the said period of three months,
GACL, at its sole discretion, may extend the said period of three months in writing signed by the Authorised
Signatory/ies. However, the period of this Agreement-1 shall not exceed fifteen months from the effective date.
The Directors of SIPL have signed this Contract in confirmation of the same.
Since, the Agreement-1 was liable to expire by March 28, 2015, GACL agreed to extend the term of the
Agreement-1 by way of the following addendums:
a) First Extension of the Agreement: GACL vide an addendum dated March 30, 2015 extended the term of the
Agreement for an addition period of six months starting from March 29, 2015 until September 30, 2015;
b) Second Extension of the Agreement: GACL vide an addendum dated October 17, 2015 extended the term
for a further period of one year starting from October 1, 2015 until September 30, 2016;
c) Third Extension of the Agreement: GACL vide an addendum dated October 1, 2016 further extended the
term for a period of one year starting from October 1, 2016 until September 30, 2017; and
d) Fourth Extension of the Agreement: GACL and our Company on September 28, 2016 extended the term of
the Agreement for a period of five years starting from October 1, 2017 until September 30, 2022, subject of
annual review of performance of our Company by GACL.
Product: All the raw materials, materials in process and the sodium chlorate manufactured by our Company in
the Plant shall be the property of GACL. Our Company is bound to hand over to GACL the entire finished
production of sodium chlorate duly packed, as may be required from time to time. Our Company is also obligated
to maintain the facilities, machinery and equipment of GACL in good working condition and the cost and expenses
thereof shall be borne by us. The Plant, specific facilities, equipment, machinery, raw materials and utilities
contained therein, made available by GACL shall be used for the purpose of this Agreement and to manufacture
sodium chlorate.
Price: Our Company shall receive charges from GACL for the due and satisfactory performance of its obligations
under this Agreement. The charges are subject to our Company’s performance of its obligations under this contract
diligently and prudently as laid down under the Agreement.
Raw material supply: GACL agrees and assures sufficient supply of raw materials, auxiliary materials and utilities
as agreed to be provided under this Agreement, subject to overall production planning for smooth running of the
Plant. In case GACL fails to provide sufficient supply of raw materials and utilities, which are in the scope of
GACL's obligation as provided in the Agreement, our Company will be entitled to claim the minimum charges,
as mentioned above, for operations from GACL.
Quality of the Product: Quality of products, raw material, utility norms and grade 2 generation will be maintained
by the Company as per the results to be established by during initial three months of the contract. Any rejection
on account of inferior quality or improper packing, expenses incurred for reprocessing or repacking and
transportation will be payable by the Company to GACL.
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Termination: (i) the Agreement shall stand terminated post the expiry of its term, unless otherwise mutually
decided by the parties; (ii) in the event any party commits a breach of the terms of the contract, it shall be
constituted as termination subject to 30 days written notice being served on the defaulting party to rectify such
breach. In case such breach is not rectified by the party in default, the other party may then give a 60 days’ notice
of termination to be served on the defaulting party at least 60 days in advance. (iii) either party may terminate the
Agreement by giving 30 days written notice to the other, if the performance is substantially prevented by an event
of force majeure continuously for more than 60 days. (iv) During the tenure of this Contract, either party may give
to the other 90 days advance notice in writing, to be served byRegd. Post AD and/or by hand delivery, to terminate
this Contract without assigning any reason thereof.
c) Our Company has received a letter of intent dated May 23, 2018 from GACL (the “Letter”) accepting our offer
to undertake operation and maintenance of its PAC plant situated at Dahej(“Plant”) by manufacturing 120 TPD
PAC 8% and 60 TPD PAC 30% at the Plant. An agreement between our Company and GACL is yet to executed
to settle and finalise the terms governing the services proposed to be offered by us.
d) Our Company has received a letter of intent dated December 1, 2020 from GACL (the “Letter”) accepting our
offer to undertake operation and maintenance of its 325 TPD Chloromethanes plant situated at Dahej (the “Plant”).
An agreement between our Company and GACL is yet to executed to settle and finalise the terms governing the
services proposed to be offered by us. The Letter states that the term of the contract shall be for a period of five
(5) years commencing from the date of successful commissioning of the Plant.
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OUR SUBSIDIARY
Our Company has one wholly owned subsidiary namely Sigachi US, Inc as on date of the Red Herring Prospectus
and this Prospectus. The details of our Subsidiary are as follows:
Corporate Information
Sigachi US, Inc. was incorporated on January 20, 2017, as our wholly owned subsidiary under the laws of Virginia
with the State Corporate Commission, Richmond. The registration number of our Subsidiary is 30-0965470 and
its registered office is situated at 4310 Prince William Parkway, Suite 300, Prince William, Virginia - 22192.
Our Subsidiary is majorly engaged in the business of trading of Micro Crystalline Cellulose Powder (“MCCP”)
and other food and pharma active ingredients. The main object of our Subsidiary is to inter alia consolidate &
strengthen its position in the North America MCC Industry. In addition, build multiple lines of business by
focusing on value added and innovative products from pharma, nutra and food industries with the goal of
maximizing value to its end customers in terms of quality, cost and customer service.
Capital Structure
The authorized capital of our Subsidiary is $ 50,000 divided into 50,000 equity shares of $ 1 each. The issued,
subscribed and paid-up share capital is $ 20,000 divided into 20,000 equity shares of $ 1 each.
The following table sets forth details of the shareholding of our Subsidiary:
S. No. Name of the Shareholder Number of Equity Shares Percentage of total shareholding (%)
1. Sigachi Industries Limited 20,000 100%
Total 20,000 100%
There are no accumulated profits or losses of our Subsidiary, not accounted for, by our Company as on the date
of the Red Herring Prospectus and this Prospectus.
Our Subsidiary is engaged in the line of business that is similar and/or synergistic to our Company, primarily
pertaining to trading of Micro Crystalline Cellulose. Our Subsidiary has been incorporated to undertake or operate
in line with our Company’s business objectives in the international markets, on behalf of our Company.
Since Sigachi US, Inc is our wholly owned subsidiary, we do not envisage any conflict of interest between our
Subsidiary and us.
For further details on the business transactions between our Subsidiary and our Company and significance of such
transactions on the financial performance of our Company see, “Financial Statements -Related Party
Transactions” at page 227.
Except as stated in the chapters titled “Our Business” and “Financial Statements - Related Party Transactions”
on pages 155 and 227, our Subsidiary does not have any business interest in our Company.
Litigation
Other confirmations
1. Our Subsidiary is not listed on any stock exchange in India or abroad. Further, our Subsidiary has not been
refused listing of any securities at any time, by any of the recognised stock exchanges in India or abroad.
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2. Our Subsidiary has not made any public or rights issue (including any rights issue to the public) in the three
years preceding the date of the Red Herring Prospectus and this Prospectus.
3. There have been no instances of default in repayment of deposits or payment of interest thereon by our
Subsidiary.
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OUR MANAGEMENT
Our Articles of Association require us to have not less than three (3) and not more than fifteen (15) Directors. As
on date of this Prospectus, we have eight(8) Directors on our Board, which includes, one (1) Managing Director,
three(3) Whole – time Directors, one (1) Non-Executive Director and three (3) Independent Directors, one of
whom is also the woman director of our Company.
Set forth below, are details regarding our Board as on the date of this Prospectus:
DIN: 02669472
Occupation: Business
Nationality: Indian
Occupation: Business
Nationality: Indian
Occupation: Business
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Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
Occupation, Term and Nationality (years)
Term: For a period of five (5) years w.e.f. December
1,2019.
Nationality: Indian
Occupation: Business
Nationality: Indian
DIN: 01768165
Occupation: Business
Nationality: Indian
DIN: 09363100
Occupation: Professional
Term: For a period of two two (2) years w.e.f. October 18,
2021
Nationality: Indian
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Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
Occupation, Term and Nationality (years)
Lijo Stephen Chacko 48 1. GO2C Change Makers Foundation
DIN: 07593064
Occupation: Business
Term: For a period of five (5) years w.e.f. July 10, 2021
Nationality: Indian
Occupation: Professional
Nationality: Indian
Swami Das Nigam, aged 79 years, is the Chairman of the Board and Non-Executive Director of our Company
and has been associated with our Company since the year 2014. He holds a bachelor’s degree in Engineering
(Electrical) from Birla Engineering College, Pilani. He was initially appointed as an Additional Director on
September 18, 2014 and his appointment was regularized on October 31, 2014.
Rabindra Prasad Sinha, aged 71 years, is the Whole-time Director, the Chairperson of our Company and one of
our Promoters who has been associated with our Company since its inception. He holds a bachelor’s degree in
science (chemical engineering) from Bihar Institute of Technology and a master’s degree in chemical engineering
from Banaras Hindu University. He has an experience of over three decades in the cellulose and fine chemicals
industry. He played an instrumental role in setting up of our wholly owned Subsidiary, Sigachi US Inc. and in
expansion of our export operations. He is one of the founding members of our Company and is one the leading
lights, in giving us a sense of direction and growth in the overall pharmaceutical and excipient industry. His direct
connect with the top two levels of leadership at our managerial level and at the production facilities have been
instrumental in employee connect and outreach, which has resulted in stability and retention of the best talent.
Chidambarnathan Shanmuganathan, aged 78 years, is the Whole-time Director of our Company and is one of
our Promoters associated with our Company since its inception. He holds a bachelor’s degree in science from
University of Madras. He has qualified the postgraduate diploma in business administration from Annamalai
University and the national certificate examination in supervision held by National Productivity Council, New
Delhi. He has also cleared the associate membership examination held by the Indian Institute of Chemical
Engineers. He has an experience of more than five decades in the field of variety of chemicals and derivatives of
cellulose. He is associated with our Company since its inception and is one of the founding members of our
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Company. He has played an instrumental role in expanding the domestic operations of our Company and in setting
up of our manufacturing units in Gujarat. His vision has helped our Company diversify the operations to include
operation and maintenance of chemical manufacturing units for a public sector undertaking such as Gujarat
Alkalies and Chemicals Limited. He is currently heading the manufacturing operations of our manufacturing unit
situated at Hyderabad and also supervises our operation and maintenance division.
Amit Raj Sinha, aged 48 years, is the Managing Director, Chief Executive Officer and is one of the Promoters of
our Company. He is an ex-member of the naval forces and is an alumnus of the Naval College of Engineering. He
was appointed as the sub-lieutenant in the Indian Navy by the Hon’ble President of India in the year 1996. He
holds a bachelor’s degree in technology with a specialization in mechanical engineering from the Jawaharlal Nehru
University, New Delhi and is a fellow member of the Institute of Engineers. He has qualified the postgraduate
programme in management for senior executives (MBA) from the Indian School of Business. He holds certificates
of completion of the competitive marketing strategy and corporate developments on mergers and acquisitions from
the Wharton School, University of Pennsylvania. He has been associated with our Company since the year 2006
and plays an instrumental role in strengthening the Research and Development Division of our Company. He has
been the driving force behind the expansion of units in Gujarat state. The two production units were setup under
his direct guidance and leadership. He along with his team from the Research and Development Division of our
Company have published various research papers in journals such as International Journal of Pharmaceutical
Sciences and Research, European Journal of Biomedical and Pharmaceutical sciences, World Journal of
Pharmaceutical Research, International Journal of Recent Scientific Research, etc. Under his leadership and owing
to his insights and knowledge in the pharmaceutical and cellulose industry we have successfully filed an
application for registering patent for our product “BARETab®PH”. He continues to guide the Research and
Development team in coming out with co-processed new molecules in the Pharma ingredient and food industry.
His focus on the regulatory system of the pharma and food industry has ensured that our Company gets Certificate
of Suitability approval from the European Directorate of Quality and Medicines and Drug Master Files from the
US FDA. He was initially appointed as the Chief Executive of our Company on April 24, 2006, post which he was
appointed as the Joint Managing Director of the Company on December 1, 2009. On November 29, 2014, he was
re-designated as the Managing Director and the Chief Executive Officer of the Company.
Vijaykumar Amrutlal Bhavsar, aged 52 years, is the Whole-time Director of our Company. He holds a
bachelor’s degree in engineering from Gujarat University. He has an experience of more than two decades in
chemical and pharmaceutical industry. In the past, he has served as sales cum service engineer in Energy Systems
Private Limited, sales and service engineer in Laxmi Boilers, chemical engineer in Petrofils Co-operative Limited
and executive – technical services in Pennar Chemicals. He was appointed as an Additional Director of our
Company with effect from September 18, 2014 and his appointment was regularized on November 29, 2014. He
has been reappointed in the meeting of our Board held on July 8, 2021, as an Wholetime Director with effect from
September 28, 2021 for a term of 1 (one) year.
Dhanalakshmi Guntaka, aged 43 years, is an Additional Independent Director of our Company. She holds a
Master’s and bachelor’s degree in Commerce from Nagarjuna University, Andhra Pradesh. She is fellow member
of the Institute of Chartered Accountants of India. She is the founding partner of D A Y & Associates, Chartered
Accounts. She was appointed as an Additional Director of our Company with effect from October 18, 2021.
Lijo Stephen Chacko, aged 48 years, is an Independent Director of our Company. He is an ex-member of the
naval forces and is an alumnus of the Naval College of Engineering. He is also a fellow member of the Institution
of Engineers. He was appointed as the sub-lieutenant in the Indian Navy by the Hon’ble President of India in the
year 1996. He holds a bachelor’s degree in technology with a specialization in mechanical engineering from the
Jawaharlal Nehru University, New Delhi. He has completed the 54th basic marine course from Submarine School,
technical management course from the College of Naval Warfare and the marine engineering specialisation course
from the Centre of Marine Engineering Technology. He has qualified the post graduate diploma in management
conducted by Jamnalal Bajaj Institute of Management Studies, University of Mumbai. He has successfully
completed the Yale Global Leadership Program from the Yale School of Management and has also participated
in the course on developing people and building teams in non-profit organisations conducted by Indian Institute
of Technology, Mumbai. He is the director of a section 8 company GO2C Change Makers Foundation. He was
appointed as an Additional Director of our Company on July 10, 2019 and his directorship was regularized in the
Annual General Meeting dated September 28, 2019.
Sarveswara Reddy Sanivarapu, aged 56 years is an Independent Director of our Company and holds a bachelor’s
degree in commerce. He is an associate of the Institute of Company Secretaries of India and has also received the
certificate of practice as a company secretary. He is a recognized insolvency professional vide a certificate of
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registration issued by the Insolvency and Bankruptcy Board of India. In the past, he has served as an Executive
Director in the Hyderabad Stock Exchange and presently is the sole proprietor of S. S. Reddy & Associates,
Company Secretaries. He was appointed as an Additional Director of our Company on August 26, 2020 and his
directorship was regularized in the 31st Annual General Meeting dated September 28, 2020.
Confirmations
1. None of our Directors of our Company have held or currently hold directorship in any listed company whose
shares have been or were suspended from being traded on any of the stock exchanges in the five years
preceding the date of filing of this Prospectus with the ROC and SEBI, during the term of his/ her directorship
in such company.
2. Further, none of our Directors of our Company are or were associated in the capacity of a director with any
listed company which has been delisted from any stock exchange(s) at any time in the past.
3. None of our Directors have been identified as a wilful defaulter, as defined in the SEBI Regulations and there
are no violations of securities laws committed by them in the past and no prosecution or other proceedings
for any such alleged violation are pending against them.
4. Neither Company nor our Directors are declared as fugitive economic offenders as defined in Regulation
2(1)(p) of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender’ under
Section 12 of the Fugitive Economic Offenders Act, 2018.
5. None of our Directors have been debarred from accessing capital markets by the Securities and Exchange
Board of India. Additionally, none of our Directors are or were, associated with any other company which is
debarred from accessing the capital market by the Securities and Exchange Board of India.
Except as stated below, none of our Directors are related to each other:
None of our Key Managerial Personnel or Directors have been appointed pursuant to any arrangement or
understanding with our major shareholders, customers, suppliers or others pursuant to which of the directors was
selected as a director or member of senior management.
Except as stated otherwise in this Prospectus and any statutory payments made by our Company, no non-salary
amount or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our
Company’s officers except remuneration of services rendered as Directors, officers or employees of our Company.
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of
our Company is entitled to any benefit upon termination of such officer’s employment in our Company or
superannuation. Contributions are made regularly by our Company towards provident fund, gratuity fund and
employee state insurance.
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the
payment of any sum of money for the purposes of our Company. Our Company has, pursuant to an EGM held on
January 9, 2020, resolved that in accordance with the provisions of the Companies Act, 2013, our Board is
authorised to borrow, from time to time, such sum or sums of moneys as the Board may deem fit for the purpose
of the business of the Company (apart from temporary loans obtained or to be obtained from the Company’s
bankers in the ordinary course of business), in excess to the aggregate of the paid – up capital of our Company
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and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount
of money/moneys borrowed by the Board of Directors and outstanding at one time shall not exceed ₹ 10,000 lacs.
Terms of appointment and remuneration of our Managing Director and Whole-time Director
Pursuant to a resolution passed by the Board of Directors at the meeting held on September 3, 2019 and approved
by the Shareholders of our Company at the AGM held on September 28, 2019, Amit Raj Sinha was re-appointed
as the Managing Director and the Chief Executive Officer of our Company for a period of five (5) years with
effect from December 1, 2019 along with the terms of remuneration, which provides that the aggregate of his
salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed under Sections
197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed
thereunder.
Basic Salary Upto ₹ 4.5 lacs per month with an annual increment of ₹ 0.5 lacs
Performance Such remuneration by way of commission in addition to the salary, perquisites payable, as may be
incentive or decided by the Board of Directors for each financial year calculated with reference to the net profits of
commission the Company, payable at such intervals, as may be decided by the Board of Directors, subject to a
maximum of 2% for each financial year commencing from 2019-2020.
Perquisites In addition to the salary received, the Whole-time Director of our Company is entitled to the following
perquisites and allowances:
Medical Reimbursement: Reimbursement of the expenses incurred for self and family or medical
insurance for self and family subject to a ceiling of one month’s salary in a year or three months’
salary over a period of three years.
Leave Travel Concession: Leave travel concession for self and family once in a year incurred in
accordance with rule of the Company.
Explanation: Family means, the Spouse, the dependent children and dependent parents
Club Fees: Fees of Club subject to maximum of two clubs. No admission and life membership fee
shall be paid.
Personal Accident Insurance: Personal accident insurance of an amount, the annual premium of
which does not exceed ₹ 0.25 lacs per annum.
Gratuity as per the rules of the Company:
a) Company’s contribution towards superannuation fund as per the rules of the Company.
b) The aforesaid perquisites stated for the payment of gratuity shall not be included in the
computation of aforesaid ceiling on perquisites to the extent these either singly or put together
are not taxable under the Income Tax Act, 1961.
Earned Leave: On full pay and allowance and perquisites as per the rules of the company, but no
exceeding one-month salary for eleven months service. Encashment of leave at the end of the tenure
shall not be included in the computation of the aforesaid ceiling on perquisites and/or salary.
Provision for car for use on Company’s business and telephone at residence shall not be considered
as perquisites, personal long-distance call and use of car for private use shall be billed by the
Company.
Minimum In the event of loss or inadequacy of profits in any financial year, Amit Raj Sinha shall be entitled to
Remuneration receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved by
the Board of Directors and the members, as minimum remuneration.
Pursuant to a resolution passed by the Board of Directors at the meeting held on September 3, 2019 and approved
by the Shareholders of our Company at the AGM held on September 28, 2019, Rabindra Prasad Sinha was re-
appointed as the Whole-time Director of our Company for a period of five (5) years with effect from December 1,
2019 along with the terms of remuneration, which provides that the aggregate of his salary, allowances and
perquisites in any one financial year shall not exceed the limits prescribed under Sections 197, 198, Schedule V
and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Basic Salary Upto ₹ 3.6 lacs per month with an annual increment of ₹ 0.4 lacs
Performance Such remuneration by way of commission in addition to the salary, perquisites payable, as may be
incentive or decided by the Board of Directors for each financial year calculated with reference to the net profits of
commission the Company, payable at such intervals, as may be decided by the Board of Directors, subject to a
maximum of 2% for each financial year commencing from 2019-2020.
Perquisites In addition to the salary received, the Whole-time Director of our Company is entitled to the following
perquisites and allowances:
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Medical Reimbursement: Reimbursement of the expenses incurred for self and family or medical
insurance for self and family subject to a ceiling of one month’s salary in a year or three months’
salary over a period of three years.
Leave Travel Concession: Leave travel concession for self and family once in a year incurred in
accordance with rule of the Company.
Explanation: Family means, the Spouse, the dependent children and dependent parents
Club Fees: Fees of Club subject to maximum of two clubs. No admission and life membership fee
shall be paid.
Personal Accident Insurance: Personal accident insurance of an amount, the annual premium of
which does not exceed ₹ 0.25 lacs per annum.
Gratuity as per the rules of the Company:
a) Company’s contribution towards superannuation fund as per the rules of the Company.
b) The aforesaid perquisites stated for the payment of gratuity shall not be included in the
computation of aforesaid ceiling on perquisites to the extent these either singly or put together
are not taxable under the Income Tax Act, 1961.
Earned Leave: On full pay and allowance and perquisites as per the rules of the company, but no
exceeding one-month salary for eleven months service. Encashment of leave at the end of the tenure
shall not be included in the computation of the aforesaid ceiling on perquisites and/or salary.
Provision for car for use on Company’s business and telephone at residence shall not be considered
as perquisites, personal long-distance call and use of car for private use shall be billed by the
Company.
Minimum In the event of loss or inadequacy of profits in any financial year, Rabindra Prasad Sinha shall be entitled
Remuneration to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved
by the Board of Directors and the members, as minimum remuneration.
Pursuant to a resolution passed by the Board of Directors at the meeting held on September 3, 2019 and approved
by the Shareholders of our Company at the AGM held on September 28, 2019, Chidambarnathan Shanmuganathan
was re-appointed as a Whole-time Director of our Company for a period of five (5) years with effect from
December 1, 2019 along with the terms of remuneration, which provides that the aggregate of his salary,
allowances and perquisites in any one financial year shall not exceed the limits prescribed under Sections 197,
198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed
thereunder.
Basic Salary Upto ₹ 3.6 lacs per month with an annual increment of ₹ 0.4 lacs
Performance Such remuneration by way of commission in addition to the salary, perquisites payable, as may be
incentive or decided by the Board of Directors for each financial year calculated with reference to the net profits of
commission the Company, payable at such intervals, as may be decided by the Board of Directors, subject to a
maximum of 2% for each financial year commencing from 2019-2020.
Perquisites In addition to the salary received, the Whole-time Director of our Company is entitled to the following
perquisites and allowances:
Medical Reimbursement: Reimbursement of the expenses incurred for self and family or medical
insurance for self and family subject to a ceiling of one month’s salary in a year or three months’
salary over a period of three years.
Leave Travel Concession: Leave travel concession for self and family once in a year incurred in
accordance with rule of the Company.
Explanation: Family means, the Spouse, the dependent children and dependent parents
Club Fees: Fees of Club subject to maximum of two clubs. No admission and life membership fee
shall be paid.
Personal Accident Insurance: Personal accident insurance of an amount, the annual premium of
which does not exceed ₹ 0.25 lacs per annum.
Gratuity as per the rules of the Company:
a) Company’s contribution towards superannuation fund as per the rules of the Company.
b) The aforesaid perquisites stated for the payment of gratuity shall not be included in the
computation of aforesaid ceiling on perquisites to the extent these either singly or put together
are not taxable under the Income Tax Act, 1961.
Earned Leave: On full pay and allowance and perquisites as per the rules of the company, but no
exceeding one-month salary for eleven months service. Encashment of leave at the end of the tenure
shall not be included in the computation of the aforesaid ceiling on perquisites and/or salary.
Provision for car for use on Company’s business and telephone at residence shall not be considered
as perquisites, personal long-distance call and use of car for private use shall be billed by the
Company.
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Minimum In the event of loss or inadequacy of profits in any financial year, Chidambarnathan Shanmuganathan
Remuneration shall be entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling
limits as approved by the Board of Directors and the members, as minimum remuneration.
Pursuant to a resolution passed by the Board of Directors at the meeting held on July 8, 2021 and approved by the
Shareholders of our Company at the AGM held on September 20, 2021, Vijaykumar Amrutlal Bhavsar was re-
appointed as a Whole-time Director of our Company for a period of one (1) year with effect from September 28,
2021 along with the terms of remuneration, which provides that a remuneration of ₹1 lacs including dearness and
all other allowances shall be paid to him and in any one financial year shall not exceed the limits prescribed under
Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder. Further, in the event of loss or inadequacy of profits in any financial year, Vijaykumar
Amrutlal Bhavsar shall be entitled to receive his total remuneration not exceeding the ceiling limits as approved
by the Board of Directors and the members, as minimum remuneration.
The aggregate value of the remuneration paid to the Executive Directors as on March 31, 2021 is as follows:
As on date of this Prospectus, none of the Executive Directors of our Company have been paid sitting fee for
attending meetings of our Board and the committees of our Board.
(ii) Sitting fee details of our Non- Executive Director and Independent Directors
The aggregate value of the sitting fee paid to the Non-Executive Directors and Independent Directors as on
March 31, 2021 is as follows:
Our Independent Director, Lijo Stephen Chacko has waived his right to receive any sitting fee for attending
meetings of the Board of Directors and its committees by way of his letter dated July 10, 2019.
Except as disclosed in this Prospectus, 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 the Executive Directors except the normal remuneration for services
rendered as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to
any of our Directors.
As on date of this Prospectus, our Subsidiary has not paid any remuneration to our Directors.
Loans to Directors
There are no loans that have been availed by the Directors from our Company that are outstanding as of the date
of this Prospectus.
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Shareholding of Directors in our Company
Except as stated below, none of our other Directors holds any Equity Shares of our Company as on the date of
filing of this Prospectus:
Sr. No. Name of Director Number of Equity Shares % of the pre-Issue Equity Share
Capital
1. Rabindra Prasad Sinha 15,21,840 6.60
2. Amit Raj Sinha 12,95,310 5.62
3. Chidambarnathan Shanmuganathan 19,40,835 8.42
4. Vijaykumar Amrutlal Bhavsar 8,16,660 3.54
None of the Directors of our Company hold any shares in the Subsidiary of our Company.
Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services
rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of
remuneration paid to our Directors, see “Terms of appointment and remuneration of our Executive Directors”
above.
Amit Raj Sinha, Rabindra Prasad Sinha and Chidambarnathan Shanmuganathan are the Promoters of our
Company and may be deemed to be interested in the promotion of our Company to the extent that they have
promoted our Company. Except as stated above, our Directors have no interest in the promotion of our Company
other than in the ordinary course of business. Our Directors may also be regarded as interested to the extent of
Equity Shares held by them in our Company, if any, details of which have been disclosed above under the heading
“Shareholding of Directors in our Company”. 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 Equity Shares.
Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in
which they are associated as promoter, directors, partners, proprietors or trustees or kartas or coparceners or held
by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they
are interested as promoter, directors, partners, proprietors, members or trustees, pursuant to this Issue. Except as
disclosed in “Financial Information”, “Our Promoters and Promoter Group” and “Our Subsidiary” on page 229,
219 and 197, respectively of this Prospectus, our Directors are not interested in any other company, entity or firm.
Our Whole-time Director, Chidambarnathan Shanmuganathan is interested in our Company, to the extent that his
son C. Bhavani Shanmugam holds the position of a Director in our Subsidiary, Sigachi U.S. Inc.
Except as disclosed in “Financial Information” and “Financial Indebtedness” on page 229 and 268, respectively
in this Prospectus, our Directors have not extended any personal guarantees for securing the repayment of the bank
loans obtained by our Company. Further, our Whole-time Directors, Rabindra Prasad Sinha and Vijaykumar
Amrutlal Bhavsar have provided their personal properties as collateral securities for the loan availed by our
Company from Kotak Mahindra Bank, for further details, please refer to the chapter titled “Financial
Indebtedness” on page 268 of this Prospectus.
Except as stated in “Restated Consolidated Financial Information - Annexure VI- Notes to Financial Information-
Note 34–Related Party Transactions” on page 256 of this Prospectus, our Directors do not have any other interest
in the business of our Company.
Interest as to property
Our Managing Director and Chief Executive Officer, Amit Raj Sinha holds interest in the property of our
Company, for further details, please refer to the chapter titled “Our Business- Land and Property” on page 173 of
this Prospectus. Except as mentioned above, as on date of this Prospectus, our Directors do not have any interest
in any property acquired or proposed to be acquired by our Company or of our Company.
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Bonus or Profit Sharing Plan for our Directors
None of our Directors are a party to any bonus or profit sharing plan.
Except as disclosed below, there have been no changes in our Board during the last three years.
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Board of Directors
Shreya Mitra
Company Secretary and
Compliance Officer
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Corporate Governance
The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance will be
applicable to us immediately upon the listing of our Equity Shares on the Stock exchange.
We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations,
Companies Act and the SEBI (ICDR) Regulations, in respect of corporate governance including constitution of our
Board and Committees thereof. Our corporate governance framework is based on an effective independent Board,
separation of the Board’s supervisory role from the executive management team and constitution of the Board
Committees, as required under law.
Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing
Regulations and the Companies Act. Our Board functions either directly, or through various committees constituted
to oversee specific operational areas.
Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI
Listing Regulations:
a) Audit Committee;
b) Stakeholders’ Relationship Committee;
c) Nomination and Remuneration Committee;
d) Corporate and Social Responsibility Committee; and
e) IPO Committee.
a. Audit Committee
Our Audit Committee was constituted on January 9, 2020 and reconstituted on August 26, 2020 with the following
members forming a part of the said Committee:
The Audit Committee is in compliance with Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI
Listing Regulations. The Company Secretary shall act as the secretary of the Audit Committee.
The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:
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B. Role of the Audit Committee
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission
to the Board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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
utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take
up steps in this matter;
7. Monitoring the end use of funds raised through public offers and related matters;
8. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
9. Approval of any subsequent modification of transactions of the company with related parties;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause2(zc) of
the SEBI Listing Regulations and/or the Accounting Standards.
13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit;
15. Discussion with internal auditors of any significant findings and follow up there on;
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16. 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;
17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
20. Approval of appointment of CFO (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;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and
22. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary
exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including
existing loans / advances/ investments, as may be applicable.
Further, the Audit Committee shall mandatorily review the following information:
Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
Management letters / letters of internal control weaknesses issued by the statutory auditors;
Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.
statement of deviations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations.
b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.
As required under the SEBI Listing Regulations, the Audit Committee shall meet at least four times a year with
maximum interval of four months between two meetings and the quorum for each meeting of the Audit Committee
shall be two members or one third of the members, whichever is greater, provided that there should be a minimum of
two independent directors present.
Our Stakeholder’ Relationship Committee was constituted on January 9, 2020 and reconstituted on August 26, 2020.
The members of the said Committee are as follows:
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Sr. No. Name of Member Designation
1. Swami Das Nigam Chairman
2. Sarveswara Reddy Sanivarapu Member
3. Amit Raj Sinha Member
The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act 2013 and
Regulation 20 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Stakeholders’
Relationship Committee.
The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the
Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the
Stakeholders’ Relationship Committee of our Company include:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/
transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings, etc.;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar and Share Transfer Agent;
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders
of the Company; and
5. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from
time to time.
As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee shall meet at least once a
year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of the
security holders. The quorum of the meeting shall be either two members or one third of the members of the committee
whichever is greater.
Our Nomination and Remuneration Committee was constituted on January 9, 2020 and reconstituted on August 26,
2020 with the following members:
The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013 and
Regulation 19 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Nomination
and Remuneration Committee.
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act, 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination
and Remuneration Committee are as follows:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and
other employees;
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2. Formulation of criteria for evaluation of independent directors and the Board;
3. Recommend to the Board of Directors all remuneration, in whatever form, payable to senior management;
5. 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;
6. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws
in India or overseas, including:
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992or the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent
each is applicable; or
The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating
to the Securities Market) Regulations, 2003;
7. Evaluating the performance of the independent directors and on the basis of their performance evaluation
recommending the Board of Directors and the members of the Company to extend or continue the term of
appointment of the independent director; and
8. Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed
under any law to be attended to by the Nomination and Remuneration Committee.
As required under the SEBI Listing Regulations, the Nomination and Remuneration Committee shall meet at least
once a year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of
the shareholders. The quorum for each meeting of the said committee shall be either two members or one-third of the
members of the committee whichever is greater, including at least one independent director in presence.
Our Corporate Social Responsibility Committee was originally constituted on May 25, 2018 and was subsequently
reconstituted on January 9, 2020 with the following members forming a part of the said Committee:
The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act [Link]
Company Secretary shall act as the secretary of the Corporate Social Responsibility Committee.
The terms of reference of the Corporate Social Responsibility Committee include the following:
1. To formulate and recommend to the Board, a CSR policy which will indicate the activities to be undertaken by
the Company in accordance with Schedule VII of the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the
Company;
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4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may
be directed by the Board of Directors from time to time.
The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that
one-third be rounded off as one) or two members, whichever is higher.
e. IPO Committee
Our IPO Committee was constituted pursuant to resolution of our Board of Directors dated December 10, 2019 and
reconstituted on August 26, 2020. The members of the said Committee are as follows
The Company Secretary shall act as the secretary of the IPO Committee.
1. Approving amendments to the memorandum of association and the articles of association of the Company;
2. Approving all actions required to dematerialize the Equity Shares, including seeking the admission of the Equity
Shares into the Central Depository Services (India) Limited (the “CDSL”) and the National Securities Depository
Limited (the “NSDL”);
3. Finalizing and arranging for the submission of this DRHP, the RHP, the Prospectus and any amendments,
supplements, notices or corrigenda thereto, to appropriate government and regulatory authorities, institutions or
bodies;
4. Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required
under Applicable Laws for the Board, officers of the Company and other employees of the Company;
5. Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;
6. Approving suitable policies, including on insider trading, whistle blower/vigil mechanism, risk management and
other corporate governance requirement that may be considered necessary by the Board or the IPO Committee or
as may be required under Applicable Laws in connection with the Offering;
7. Deciding on the size and all other terms and conditions of the Offering and/or the number of Equity Shares to be
offered in the Offering, including any Pre-IPO Placement, Reservation, Green Shoe Option and any rounding off
in the event of any oversubscription as permitted under Applicable Laws;
8. Taking all actions as may be necessary or authorized in connection with the Offering;
9. Appointing and instructing book running lead manager, syndicate members, placement agents, bankers to the
Issue, the registrar to the Issue, bankers of the Company, managers, underwriters, guarantors, escrow agents,
accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring
agencies, advertising agencies and all such persons or agencies as may be involved in or concerned with the Issue
and whose appointment is required in relation to the Issue, including any successors or replacements thereof;
10. Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad, in Rupees or
in any other currency, in accordance with Applicable Laws;
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11. Entering into agreements with, and remunerating all such book running lead manager, syndicate members,
placement agents, bankers to the Issue, the registrar to the Issue, bankers of the Company, managers, underwriters,
guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating
agencies, monitoring agencies, advertising agencies, and all other agencies or persons as may be involved in or
concerned with the Issue, including any successors or replacements thereof, by way of commission, brokerage,
fees or the like;
12. Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to the Stock
Exchange and taking all such actions as may be necessary in connection with obtaining such listing, including,
without limitation, entering into the listing agreement with the Stock Exchanges;
13. Seeking, if required, the consent of the Company’s lenders and lenders of its subsidiaries, parties with whom the
Company has entered into various commercial and other agreements, all concerned government and regulatory
authorities in India or outside India, and any other consents that may be required in connection with the Issue;
14. Submitting undertaking/certificates or providing clarifications to the SEBI and the Stock Exchanges;
15. Determining the price at which the Equity Shares are issued to investors in the Issue in accordance with Applicable
Laws, in consultation with the book running lead manager and/or any other advisors, and determining the
discount, if any, proposed to be issued to eligible categories of investors;
16. Determining the price band and minimum lot size for the purpose of bidding, any revision to the price band and
the final Issue price after bid closure;
18. Finalizing the basis of allocation of Equity Shares to retail investors/non-institutional investors/qualified
institutional buyers and any other investor in consultation with the book running lead manager, the Stock
Exchanges and/or any other entity;
19. Opening with the bankers to the Issue, escrow collection banks and other entities such accounts as are required
under Applicable Laws;
20. To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic mode
representing the underlying equity shares in the capital of the Company with such features and attributes as may
be required and to provide for the tradability and free transferability thereof as per market practices and
regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers of
the Company to sign all or any of the aforesaid documents;
21. Severally authorizing Rabindra Prasad Sinha and Amit Raj Sinha (“Authorized Officers”), for and on behalf of
the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments
or supplements thereto that the Authorized Officers consider necessary, desirable or expedient, in connection with
the Issue, including, without limitation, engagement letters, memoranda of understanding, the listing agreement
with the stock exchange, the registrar’s agreement, the depositories’ agreements, the issue agreement with the
book running lead manager (and other entities as appropriate), the underwriting agreement, the syndicate
agreement, the escrow agreement, confirmation of allocation notes, the advertisement agency agreement and any
undertakings and declarations, and to make payments to or remunerate by way of fees, commission, brokerage or
the like or reimburse expenses incurred in connection with the Issue, the book running lead manager, syndicate
members, placement agents, bankers to the Issue, registrar to the Issue, bankers of the Company, managers,
underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians,
credit rating agencies, monitoring agencies, advertising agencies, and all such persons or agencies as may be
involved in or concerned with the Issue including any successors or replacements thereof; and any such
agreements or documents so executed and delivered and acts, deeds, matters and things done by any such
Authorized Officers shall be conclusive evidence of the authority of the Authorized Officers and the Company in
so doing;
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22. Severally authorizing the Authorized Officers to take any and all action in connection with making applications,
seeking clarifications and obtaining approvals (or entering into any arrangement or agreement in respect thereof)
in connection with the Issue, including, without limitation, applications to, and clarifications or approvals from
the GoI, the RBI, the SEBI, the RoC, and the Stock Exchanges and that any such action already taken or to be
taken is hereby ratified, confirmed and/or approved as the act and deed of the Authorized Officers and the
Company, as the case may be;
23. Severally authorizing the Authorized Officers, for and on behalf of the Company, to execute and deliver any and
all documents, papers or instruments and to do or cause to be done any and all acts, deeds, matters or things as
any such Authorized Officers may deem necessary, desirable or expedient in order to carry out the purposes and
intent of the foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds,
matters and things done or caused to be done by any such Authorized Officers shall be conclusive evidence of
the authority of such Authorized Officers and the Company in so doing and any such document so executed and
delivered or acts, deeds, matters and things done or caused to be done by any such Authorized Officers prior to
the date hereof are hereby ratified, confirmed and approved as the act and deed of the Authorized Officers and
the Company, as the case may be; and
24. Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and
all acts, deeds, matters or things as the IPO Committee may deem necessary, desirable or expedient in order to
carry out the purposes and intent of the foregoing resolutions or the Issue; and any documents so executed and
delivered or acts, deeds, matters and things done or caused to be done by the IPO Committee shall be conclusive
evidence of the authority of the IPO Committee in so doing.
In addition to our Whole-time Directors and our Managing Director cum Chief Executive Officer, whose details have
been provided under paragraph above titled ‘Brief Profile of our Directors’, set forth below are the details of our Key
Managerial Personnel as on the date of filing of this Prospectus:
Subbarami Reddy Oruganti, aged 48 years, is the Chief Financial Officer of our Company. He holds a bachelor’s
degree in commerce from Nagarjuna University and a master’s degree in business administration from Sikkim Manipal
University. He has cleared the final examination held by the Institute of Chartered Accountants of India and is an
associate member of the Institute of Chartered Accountants of India. He has been appointed as a Chief Financial
Officer with effect from March 30, 2019 and has received ₹78.59 lacs as on March 31, 2021.
Shreya Mitra, aged 28 years, is the Company Secretary and Compliance Officer of our Company. She holds a
bachelor’s and master’s degree in commerce from the Maharaja Sayajirao University of Baroda. She is an associate
member of the Institute of Company Secretaries of India and has in the past served in KSK Dibbin Hydro Power
Limited as a Company Secretary. She is responsible for handling secretarial matters of our Company and was
appointed with effect from October 8, 2019. She has received ₹6.48 lacs as on March 31, 2021.
All our Key Managerial Personnel are permanent employees of our Company. None of our Key Managerial Personnel
are employed in our Subsidiary.
Relationship of Key Managerial Personnel with our Directors, Promoters and / or other Key Managerial
Personnel
Except as disclosed under the heading “Relationship between our Directors” and herein below, none of the key
managerial personnel are related to each other or to our Promoters or to any of our Directors.
In addition to the shareholding of our Executive Directors disclosed under the head “Shareholding of Directors of our
Company”, our Key Managerial Personnel do not hold equity shares of our Company as on date of this Prospectus.
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None of our Key Managerial Personnel is a party to any bonus or profit sharing plan.
Except as disclosed in this Prospectus, 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 the Key Managerial Personnel except the normal remuneration for services
rendered by them. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial
Personnel.
Except as disclosed in this Prospectus, none of our Key Managerial Personnel’s have any interest in our Company
other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to our
Company as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary
course of business.
Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant
to which any of our Key Managerial Personnel have been appointed.
Set forth below, are the changes in our Key Managerial Personnel in the last three years immediately preceding the
date of filing of this Prospectus:
The attrition of the key management personnel is as per the industry standards.
As on date of this Prospectus, our Company does not have any employee stock option plan or purchase schemes for
our employees.
Our Company has not granted any loans to the Directors and/or Key Management Personnel as on the date of this
Prospectus.
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OUR PROMOTERS AND PROMOTER GROUP
The Board of Directors of our Company in their meeting dated January 9, 2020 have reclassified our Promoter
Rabindra Prasad Sinha, Chidambarnathan Shanmuganathan, Amit Raj Sinha and RPS Projects & Developers Private
Limited are the Promoters of our Company. As on the date of this Prospectus, our Promoters hold, in aggregate of
4,096,570 Equity Shares, constituting 53.32% of our pre – Issue issued, subscribed and paid-up equity share capital
of our Company. For details of the build-up of our Promoters’ shareholding in our Company, see “Capital Structure
–Details of Build-up of our Promoter’s shareholding” on page 85 of this Prospectus.
CHIDAMBARNATHAN SHANMUGANATHAN
Address: Plot number 33, HIG Phase -II, Ushodaya Enclave, Reliance
Fresh, Madinaguda, Tirumalagiri, Miyapur, Serilingampally, Ranga
Reddy, Hyderabad - 500 049, Telangana, India.
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AMIT RAJ SINHA
Amit Raj Sinha, aged 48 years, is the Promoter, Managing Director and
the Chief Executive Officer of our Company.
b) Chidambarnathan Shanmuganathan
Our Company confirms that the permanent account number, bank account number and passport number of our
Promoters have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus with
them.
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A. Corporate Promoter
Corporate Information
Our Corporate Promoter, was incorporated on March 15, 2007 as a private limited company under the name ‘RPS
Projects & Developers Private Limited’. The registered office of RPS Projects & Developers Private Limited is
situated at Plot No. 40, Ushodaya Enclave, BHEL HIG Phase-II, Madinaguda, Hyderabad – 500 049, Telangana,
India.
RPS Projects & Developers Private Limited is engaged in the business of inter alia, purchasing, selling,
developing, taking in exchange or leasing, hiring or otherwise acquiring, whether for investment or sale, any real
or personal estate including lands, mines, business, buildings, factories, etc. for in consideration for a gross sum
or rent or for any other consideration and leasing or otherwise apartments therein and to provide for the
conveniences commonly provided in flats, suites and residential and business quarters.
RPS Projects & Developers Private Limited has not changed its activities from the date of its incorporation.
The promoters of RPS Projects & Developers Private Limited are Rabindra Prasad Sinha, Amit Raj Sinha and
Nitin Raj Sinha.
Board of Directors:
The Board of Directors of RPS Projects & Developers Private Limited are as follows:
Change in Control
There has not been a change in control of RPS Projects & Developers Private Limited in the preceding three
years.
Shareholding Pattern:
The authorised share capital of RPS Projects & Developers Private Limited is ₹ 10,00,00,000 divided into
1,00,00,000 equity shares of face value of ₹10 each and the issued and paid-up share capital of RPS Projects &
Developers Private Limited is ₹ 6,26,79,000 divided into 62,67,900 equity shares of face value ₹10 each.
The shareholding pattern of RPS Projects & Developers Private Limited is as follows:
S. No. Name of the Shareholder Number of Equity Shares held Percentage of the
shareholding (in %)
1. Rabindra Prasad Sinha 13,05,858 20.83
2. Amit Raj Sinha 19,68,542 31.41
3. Nitin Raj Sinha 3,85,000 6.14
4. Swati Sinha 2,36,500 3.77
5. Smita Sinha 1,00,000 1.60
6. Sudha Sinha 1,31,500 2.10
7. Portia Sinha 1,55,000 2.47
8. Karan Raj Sinha 10,000 0.16
9. Saloni Sinha 10,000 0.16
10. Mohammed Aryan 5,000 0.08
11. Ananya Sinha 7,500 0.12
12. Akansha Sinha 7,500 0.12
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S. No. Name of the Shareholder Number of Equity Shares held Percentage of the
shareholding (in %)
13. Amit Raj Sinha Family Trust 9,55,400 15.24
14. Amit Raj Sinha (HUF) 5,60,000 8.94
15. RPS Family Trust 4,30,100 6.86
Total 62,67,900 100.00
Our Company confirms that the permanent account number, bank account number(s), company registration number
and the address of the registrar of companies where RPS Projects & Developers Private Limited is registered, has been
submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus with them.
Our Promoters are the original promoters of our Company and the control of our Company has not been acquired
during five years immediately preceding this Prospectus.
For details in relation to experience of our Promoters in the business of our Company, please refer to the chapter titled
“Our Management” beginning on page 199 of this Prospectus.
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their
shareholding in our Company or the shareholding of their relatives in our Company. For details of the shareholding
and directorships of our Promoters in our Company, please refer to the chapter titled “Capital Structure”, “Our
Management” and “Related Party Transactions” beginning on page 77, 199 and 227, respectively of this Prospectus.
Our Promoters, Amit Raj Sinha is the Managing Director and Chief Executive Officer, Rabindra Prasad Sinha and
Chidambarnathan Shanmuganathan are the Whole-time Directors of our Company therefore, may deemed to be
considered interested to the extent of any remuneration which shall be payable to them in such capacity. Our Promoter
and Whole-time Director, Rabindra Prasad Sinha is the Director of our Subsidiary, Sigachi U.S. Inc. Our Company is
the associate company of our Corporate Promoter, RPS Projects & Developers Private Limited and our Corporate
Promoter may be deemed to be interested to such extent in our Company. Our Promoters, Rabindra Prasad Sinha and
RPS Projects and Developers Private Limited have mortgaged their personal properties for the purpose of the term
loan availed by our Company from Kotak Mahindra Bank. For details of the properties and the loan availed by our
Company, please refer to the chapter titled “Financial Indebtedness” at page 268 of this Prospectus.
Except as stated in this section and the section titled “Our Management” and “Related Party Transactions” on pages
199 and 227, respectively, our Promoters does not have any interest in our Company other than as a Promoter.
Our Promoter, Managing Director and Chief Executive Officer, Amit Raj Sinha receives monthly rents of ₹0.60 for
the guest house which has been leased by him to our Company vide house lease deed dated July 1, 2019 subject to an
increase of 7% every year in the monthly rent. Further, our Company has taken the property situated at Plot Number
G. 57/2, I/P, Sultanpur, Ameenpur (M), Sangareddy District, Telangana – 502 032, Hyderabad, India on lease from
our Corporate Promoter, RPS Projects and Developers Private Limited for constructing our corporate office. The lease
shall become effective from September 1, 2021 and shall be in force for a period of ten (10) years from such date. For
further details please refer to the heading “Land and Property” in the chapter titled “Our Business” at page 173 of this
Prospectus.
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Except as disclosed in the section titled “Financial Information” and the chapter titled “Related Party Transaction”
on pages 229 and 227 our Promoters are not interested in the properties acquired by our Company in the three years
preceding the date of filing of this Prospectus with SEBI or proposed to be acquired by our Company, or in any
transaction by our Company for the acquisition of land, construction of building or supply of machinery.
Our Promoters, Rabindra Prasad Sinha and Amit Raj Sinha are shareholders and directors on the board of our
Corporate Promoter, RPS Projects and Developers Private Limited, therefore they may be deemed to be interested to
the extent of any remuneration or reimbursement payable to them in the capacity of a director, or any dividend or
distribution payable in respect of the equity shares held. Additionally, Rabindra Prasad Sinha is also the Director on
the board of our wholly owned subsidiary, Sigachi U.S. Inc. and therefore, he may be deemed to be interested in such
capacity. For further details, please see chapters titled “Our Management”, “Our Subsidiary” and “Related Party
Transactions” on pages 199, 197 and 227, respectively of this Prospectus.
In addition to the above, the members of our Promoter Group, namely Sudha Sinha and Dr. Dharani Devi who are
also related to our Promoters Rabindra Prasad Sinha and Chidambarnathan Shanmuganathan have mortgaged their
personal properties for the purpose of the term loan availed by our Company from Kotak Mahindra Bank. Dr. Dharani
Devi and Sudha Sinha have also extended their personal guarantee for the above loan. For details of the properties and
the loan availed by our Company, please refer to the chapter titled “Financial Indebtedness” at page 268 of this
Prospectus.
Further, our Company, from April 1, 2025, shall pay 1% of the net sales for the financial year, as royalty to Amit Raj
Sinha Family Trust, for usage of trademarks owned by the Amit Raj Sinha Family Trust. Such royalty payments shall
be made for a period of 10 (ten) years i.e., till year 2035. Amit Raj Sinha Family Trust is a Promoter Group entity and
our Promoter Mr. Amit Raj Sinha is an interested party in the Amit Raj Sinha Family Trust.
Our Promoters are not interested in any transaction in acquisition of land or property, construction of building and
supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments
have been made or are proposed to be made in respect of these contracts, agreements or arrangements.
Payment or benefits to our Promoters and Promoter Group during the last two years
C. Bhavani Shanmugam, who is the son of our Promoter, Chidambarnathan Shanmuganathan is a Director on the
board of our Subsidiary however, he is not paid any amount of remuneration for the same. Further, Nitin Raj Sinha
who is one of the promoters of our Corporate Promoter is the shareholder of our Company and may be deemed to be
interested to the extent of his shareholding in our Company and the dividends payable, if any, and any other
distributions in respect of his shareholding in our Company or the shareholding of his relatives in our Company.
Further, Swati Sinha, member of our Promoter Group and wife of Amit Raj Sinha has provided her property situated
at Flat number 501, SM Royale, Chandanagar, Hyderabad – 500 050, Telangana, India on a lease basis to our Company
vide a house lease deed dated April 1, 2017 on payment of a monthly rent of ₹55,000. Further, our Company has
entered into a deed of assignment dated April 4, 2019 with Amit Raj Sinha Family Trust, one of our promoter group
entities. Vide this deed of assignment; our Company on receiving a consideration of ₹2.40 lacs from the trust has
assigned some of the trademarks that were registered in our name or in the name of SigachiPlasticisers Private Limited
(which are now amalgamated with our Company) to the trust. For details of the trademarks assigned by our Company
to the trust, please refer to the heading titled “Intellectual Property Related Approvals” in the chapter titled
“Government and Other Statutory Approvals” on page 309.
For details of the amount of benefits received during the preceding two years by members of our Promoter Group,
please refer to the chapter titled “Related Party Transactions” on page 227 of this Prospectus. For further details,
please refer to the chapters titled “Our Business – “Land and Property”, “Our Subsidiary” and “Related Party
Transactions” at pages 173, 197 and 227 of this Prospectus.
Except as stated in this chapter and the benefits mentioned in the related party transactions as per AS-18 there has
been no payment of any amount of benefits to our Promoters or the members of our Promoter Group during the last
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two years from the date of this Prospectus nor is there any intention to pay or give any benefit to our Promoters or
Promoter group as on the date of this Prospectus. For further details, please refer to the chapter titled “Related Party
Transactions” on page 227 of this Prospectus.
For details of legal and regulatory proceedings involving our Promoter, see “Outstanding Litigation and Material
Development” in page 293.
Guarantees
Except as mentioned in chapter titled “Financial Indebtedness” on page 268 of this Prospectus, our Promoters have
not given any guarantees to third parties in respect of our Company and the Equity Shares that are outstanding as of
the date of filing of this Prospectus.
Details of Companies / Firms from which our Promoters has disassociated in the last three years
Except as mentioned herein, our Promoters have not disassociated himself from any company/firm during the three
years preceding this Prospectus.
In addition to our Promoter, the following individuals and entities form part of our Promoter Group in terms of
Regulation 2(1) (pp) of the SEBI (ICDR) Regulations:
Name of the Promoter Name of the member of Promoter Group Relationship with the Promoter
Rabindra Prasad Sinha Late Harnandan Sharma Father
Late Mundrika Devi Mother
Sudha Sinha Spouse
Ashok Kumar Priyadarshi Brother
Bimla Sharma Sister
Amit Raj Sinha Son
Nitin Raj Sinha Son
Smita Sinha Daughter
Late Lakhan Lal Sinha Spouse’s father
Late Bhagwati Devi Spouse’s mother
Bhupendar Prasad Sinha Spouse’s brother
Chidambaranathan Shanmuganathan Late Shanmuganatha Pillai Father
Late Eshwari Mother
ChidambaranathanDharani Devi Spouse
Rajamani Sister
Gomathi Sister
Kalyani Sister
Saraswati Sister
Jayalakshmi Sister
Bhavani Chidambaranathan Son
Karthika Thavamani Daughter
Bodhinathan Spouse’s father
Thavamani Spouse’s mother
Kotishwaran Spouse’s brother
Jitendra Kumar Spouse’s brother
Sarala Spouse’s sister
Aruna Spouse’s sister
Shankarbhai Spouse’s sister
Late Sujani Spouse’s sister
Amit Raj Sinha Rabindra Prasad Sinha Father
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Name of the Promoter Name of the member of Promoter Group Relationship with the Promoter
Sudha Sinha Mother
Swati Sinha Spouse
Nitin Raj Sinha Brother
Smita Sinha Sister
Karan Raj Sinha Son
Saloni Sinha Daughter
Ashok Kumar Moudgil Spouse’s father
Gagan Moudgil Spouse’s mother
Namtra Moudgil Spouse’s sister
Except as stated below, no other company, firm or HUF are forming part of the promoter group:
Other Confirmations
None of our Promoters and members of the Promoter Group have been declared as wilful defaulters by the RBI or any
other governmental authority and there are no violations of securities laws committed by them in the past or are
currently pending against them.
Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic
Offenders Act, 2018.
None of our Promoters, Promoter Group entities or Subsidiaries have been debarred or prohibited from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental
authority. Our Promoters and members of the Promoter Group are not and have never been promoters, directors or
person in control of any other company, which is debarred or prohibited from accessing or operating in capital markets
under any order or direction passed by 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 5 (five) years preceding the date of the Issue against our Promoter.
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OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations and the applicable accounting standards (Accounting Standard 18 and Indian
Accounting Standard 24), for the purpose of identification of “group companies” in relation to the disclosure in Offer
Documents, our Company has considered the companies with which there have been related party transactions in the
last three years, as disclosed in the section titled “Financial Information” on page 229 of this Prospectus. Pursuant to
a resolution of our Board passed in their meeting dated August 6, 2021, for the purpose of disclosure in the Offer
Documents for the Issue, a company shall be considered material and disclosed as a ‘Group Company’ if (i) our
Company has entered into one or more related party transactions with such company in the previous three fiscal years
and (ii) any other company/entity which the Board may decide to consider material. Accordingly, pursuant to the said
resolution passed by our Board of Directors and based on the criteria adopted in the materiality policy, as on date of
this Prospectus, our Company does not have any Group Companies.
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RELATED PARTY TRANSACTIONS
For details of the related party transactions, during the last three Fiscals, as per the requirements under the relevant
accounting standards and as reported in the Restated Financial Information, see “Restated Consolidated Financial
Information - Annexure VI- Notes to Financial Information- Note 34 – Related Party Transactions” on page 256 of
this Prospectus.
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DIVIDEND POLICY
The declaration and payment of dividends will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including
the Companies Act. The dividend, if any, will depend on a number of factors, including but not limited, consolidated
net operating profit after tax, working capital requirements, capital expenditure requirements, cash flow required to
meet contingencies, outstanding borrowings, and applicable 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 loan or financing arrangements our Company is currently availing of or may enter into to finance our
fund requirements for our business activities.
Upon the listing of the Equity Shares of our Company and subject to the SEBI Listing Regulations, we may be required
to formulate a dividend distribution policy which shall be required to include, among others, details of circumstances
under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while
declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy as to how
the retained earnings will be utilized and parameters that shall be adopted with regard to various classes of shares, as
applicable.
The dividends declared by the Company on the Equity Shares in each of the Financial Years ending 2021, 2020 and
2019, as per our Restated Financial Statements is given below:
The amount paid as dividends in the past is not necessarily indicative of our dividend policy or dividend amount, if
any, in the future and there is no guarantee that any dividends will be declared or paid or that the amount thereof will
not be decreased in future. For details in relation to the risk involved, see “Risk Factor No. 58 – Our ability to pay
dividends in the future may be affected by any material adverse effect on our future earnings, financial condition or
cash flows.” on page 50 of this Prospectus.
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SECTION V – FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the standalone audited financial information of our Company for the
Quarter ended June 30, 2021, Fiscals 2021, 2020 and 2019 are available on our website at [Link].
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The Board of Directors
Sigachi Industries Limited
(Formerly known as Sigachi Industries Private Limited)
229/1 & 90, 4th floor, Kalyan’s Tulsiram Chambers
Madinaguda, Hyderabad - 500 049
Telangana, India
Dear Sirs,
1) We have examined the attached Restated Consolidated Financial Information of Sigachi Industries Limited
(formerly known as Sigachi Industries Private Limited) (the “Company” or the “Issuer”) comprising the
Restated Consolidated Statement of Assets and Liabilities (Annexure I) for each of the financial years ended
March 31, 2021, March 31, 2020, March 31, 2019, and three months period ended June 30, 2021,and June
30,2020, the Restated Consolidated Statements of Profit and Loss (Annexure II) (including other comprehensive
income), the Restated Consolidated Statement of Changes in Equity (Annexure III), the Restated Consolidated
Cash Flow Statement (Annexure IV) for each of the financial years ended March 31, 2021, March 31, 2020,
March 31, 2019, and three months period ended June 30, 2021,and June 30,2020 , the Restated Consolidated
Summary Statement of Significant Accounting Policies, and other explanatory information (Annexure V)
(collectively, the “Restated Consolidated Financial Information”), as approved by the Board of Directors of the
Company at its meeting held on 07th October 2021 for the purpose of inclusion in the Draft Red Herring
Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and the Prospectus (RHP and Prospectus collectively
referred to as “Offer Documents”) prepared by the Company in connection with its proposed Initial Public
Offer of equity shares (“IPO”) in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act") read with Rules 4
to 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the “Rules”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended from time to time pursuant to the provisions of the Securities and Exchange Board of
India Act, 1992 (“SEBI ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
2) The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial
Information for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board
of India, BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”)
and Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad in connection with the proposed IPO.
The Restated Consolidated Financial Information have been prepared by the management of the Company on
the basis of preparation stated in note 2 of Annexure V to the Restated Consolidated Financial Information. The
responsibility of the Board of Directors of the Company includes designing, implementing and maintaining
adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The
Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act,
SEBI ICDR Regulations and the Guidance Note.
3) We have examined such Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 10th February 2020 in connection with the proposed IPO of equity shares of the
Company;
b) The Guidance Note which also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Information; and
230
d) The requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work was performed solely
to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR
Regulations and the Guidance Note in connection with the proposed IPO.
4) These Restated Consolidated Financial Information have been prepared under the Indian Accounting Standards
(the “Ind-AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended, read
with Section 133 of the Act and have been compiled by the management from:
a) The audited consolidated financial statements of the Company for the three months period ended June 30,
2021, prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules 2015, and Companies (Indian Accounting Standards)
(Amendment) Rules, 2016 and other relevant provisions of the Act, which have been approved by the Board
of Directors at their meeting held on 07th October 2021, and audited by us and on which we issued our
report of even date.
b) The audited consolidated financial statements of the Company for the financial year ended March 31, 2021,
prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, and Companies (Indian Accounting Standards) (Amendment)
Rules, 2016 and other relevant provisions of the Act, which have been approved by the Board of Directors
at their meeting held on July 30, 2021, and audited by us and on which we issued our report of even date.
c) The audited consolidated financial statements of the Company for the financial year ended March 31, 2020
prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, and Companies (Indian Accounting Standards) (Amendment)
Rules, 2016 and other relevant provisions of the Act, which have been approved by the Board of Directors
at their meeting held on 31st July 2020 and audited by us and on which we issued our report dated 05 th
August 2020.
d) The audited consolidated financial statements of the company for the financial year ended March 31, 2019
prepared in accordance with Ind AS, as prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, and Companies (Indian Accounting Standards) (Amendment)
Rules, 2016 and other relevant provisions of the Act, which have been approved by the Board of Directors
at its meeting held on 03rd September 2019 and audited by us and on which we issued our report dated 03rd
September 2019.
a) Auditors’ Report issued by us, dated 07th October 2021 , 30th July, 2021, 05th August, 2020, September
03, 2019, on the financial statements of the Company for the three months period ended June 30, 2021 and
each of financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 respectively, as referred
in Paragraph 4 above.
6) There were no modifications to the audit reports on the financial statements issued by us for the three months
period ended June 30, 2021 and each of the financial years ended March 31, 2021, March 31, 2020 and March
31, 2019.
7) Based on our examination and according to the information and explanations given to for the respective years,
we report that the Restated Consolidated Financial Information:
a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/reclassifications retrospectively in the three months period ended June 30, 2021
and in the financial years ended March 31, 2021, 2020 and 2019 to reflect the same accounting treatment
as per the accounting policies;
b) do not require any adjustments for the matters giving rise to modifications as stated in paragraph 6 above;
and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
231
8) The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent
to the respective dates of the reports on Audited Ind AS financial statements as mentioned in the paragraph 4
above.
9) We have also examined the following Restated Consolidated Financial Statements set out in annexure prepared
by the management and approved by the Board of Directors of the Company as under:
According to the information and explanations given to us, in our opinion, the Restated Consolidated
Financial Information and the above restated consolidated financial information contained in Annexures V to
VIII accompanying this report, read with Summary of Significant Accounting Policies disclosed in Annexure
V, are prepared after making adjustments and regroupings as considered appropriate and have been prepared in
accordance with the Act, ICDR Regulations and the Guidance Note.
10) 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.
11) We have no responsibility to update our report for events and circumstances occurring after the date of this
report.
12) Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed
with Securities and Exchange Board of India, the Stock Exchanges and the Registrar of Companies, Andhra
Pradesh and Telangana at Hyderabad in connection with the proposed IPO. Our report should not be used,
referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do
not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this
report is shown or into whose hands it may come without our prior consent in writing.
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SIGACHI INDUSTRIES LIMITED
Amount in Lakhs
ANNEXURE I : RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
Particulars Note As at 30th June 21 As at 30th June 20 As at 31st Mar 21 As at 31st Mar 20 As at 31st Mar 19
ASSETS
Non-current assets
Property, plant and equipment 3 4,038.78 3,142.21 3,763.32 3,122.93 2,810.68
Capital work-in-progress 4 439.89 346.02 374.00 313.26 228.61
Other Intangible Assets 3 31.72 35.55 32.67 36.51 40.91
Financial assets
Investments 5 15.00 - 15.00 - -
Other financial assets 6 190.39 134.65 178.05 134.54 105.91
Other non-current assets 7 451.13 139.29 265.03 100.04 32.13
Total non-current assets 5,166.91 3,797.72 4,628.07 3,707.28 3,218.23
Current assets
Inventories 8 2,258.63 2,218.25 2,119.79 2,792.42 2,256.18
Financial assets
Trade receivables 9 4,500.28 3,311.64 3,575.72 2,760.23 2,470.47
Cash and cash equivalents 10 1,099.59 1,014.25 1,589.93 875.61 122.09
Other bank balances 11 211.72 183.37 211.72 183.37 91.14
Other financial assets 12 1,620.07 866.74 999.71 463.17 827.37
Other current assets 13 284.80 163.93 215.80 132.32 160.77
Total current assets 9,975.08 7,758.18 8,712.67 7,207.12 5,928.02
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 15 180.68 235.57 188.68 190.99 123.40
Provisions 16 78.42 69.98 78.06 70.65 54.20
Deferred tax liabilities (net) 17 483.45 370.46 436.12 285.07 268.84
Total non-current liabilities 742.54 676.01 702.86 546.71 446.44
Current liabilities
Financial liabilities
Borrowings 18 2,323.54 2,441.88 1,830.82 2,703.34 2,202.57
Trade payables
i)Total outstanding dues of micro and small -
enterprises - - - -
19
ii)Total outstanding dues of creditors other 1,080.51 682.85
795.16 723.14 884.41
than micro and small enterprises
Other financial liabilities 20 54.89 110.35 73.19 143.61 193.13
Other current liabilities 21 452.57 416.06 433.98 326.22 497.25
Provisions 22 164.06 169.79 84.77 12.86 434.18
Total current liabilities 4,075.57 3,820.92 3,217.93 3,909.17 4,211.54
Shreya Mitra
Company Secretary
233
SIGACHI INDUSTRIES LIMITED
Year ended Year ended Year ended Year ended Year ended
Particulars Note
30th June 21 30th June 20 31st Mar 21 31st Mar 20 31st Mar 19
Expenses
Cost of materials consumed 25 2,496.89 2,210.21 9,791.14 7,403.26 7,024.75
Changes in inventories of finished goods, work in progress and stock in trade 26 298.98 222.85 281.88 (194.38) (346.83)
Employee benefit expenses 27 674.40 384.41 1,737.52 1,491.35 1,236.79
Finance costs 28 23.52 43.07 124.97 234.47 345.09
Depreciation and amortization expense 3 59.76 49.95 231.09 195.70 167.19
Other expenses 29 803.63 672.82 3,586.07 2,730.11 2,387.94
Total expenses 4,357.18 3,583.31 15,752.68 11,860.51 10,814.93
Profit/(loss) before extraordinary, exceptional items and tax 1,155.06 898.34 3,848.37 2,534.39 2,472.84
Extraordinary items - - -
Exceptional items - - -
Profit/(loss) before tax 1,155.06 898.34 3,848.37 2,534.39 2,472.84
Tax expense
(i) Current tax 30 209.18 206.93 672.96 486.48 509.61
(ii) Deferred tax 30 46.91 85.47 149.39 16.35 61.95
Profit/(loss) for the period from continuing operations 898.97 605.93 3,026.03 2,031.55 1,901.27
Profit/(loss) for the period from discontinued operations - - - - -
Tax expense of discontinued operations - - - - -
Profit/(loss) for the period from Discontinued operations(after tax) - - - - -
Profit/(loss) for the period 898.97 605.93 3,026.03 2,031.55 1,901.27
Other comprehensive income
A.
i) Items that will not be reclassified to profit and loss 32 1.43 (0.28) 5.72 (0.40) 7.58
ii)Income tax relating to items that will not be reclassified to profit or loss 32 (0.42) 0.08 (1.66) 0.12 (1.89)
B.
i) Items that will be reclassified to profit and loss 3.95 (5.29) 8.17 (20.61) (18.67)
ii)Income tax relating to items that will be reclassified to profit or loss - - - - -
Total Other Comprehensive Income 4.96 (5.48) 12.22 (20.89) (12.98)
Total Comprehensive income for the period (Comprising
profit(Loss) and other comprehensive Income for the period) 903.94 600.45 3,038.25 2,010.67 1,888.29
Earnings per equity share(for continuing Operation)
1) Basic 33 3.90 2.63 13.13 8.81 8.25
1) Diluted 33 3.90 2.63 13.13 8.81 8.25
Earnings per equity share(for discontinued Operation)
1) Basic - - - - -
1) Diluted - - - - -
Earnings per equity share(for discontinued Operation and continuing operation)
1) Basic 3.90 2.63 13.13 8.81 8.25
1) Diluted 3.90 2.63 13.13 8.81 8.25
Shreya Mitra
Company Secretary
234
SIGACHI INDUSTRIES LIMITED
Balance as at 1st Apr 18 307.30 164.54 188.26 4.37 390.57 0.02 1,571.64 7.45 2,326.83
Current year - - - - - - 1,901.27 - 1,901.27
Foreign currency translation reserve - - - - - - - (18.67) (18.67)
Appropriations - - - - - - - - -
General Reserve - - 47.53 - - - (47.53) - -
Dividend paid - - - - - - (30.73) - (30.73)
Dividend distribution tax paid - - - - - - (5.32) - (5.32)
Other comprehensive Income for the year - - - - - - - 7.58 7.58
Balance as at 31st Mar 19 307.30 164.54 235.79 4.37 390.57 0.02 3,389.33 (3.64) 4,180.97
Current year :
Profit/(Loss) - - - - - - 2,031.55 - 2,031.55
Bonus issue 460.95 - - - - - - - -
Foreign currency translation reserve - - - - - - - (20.61) (20.61)
Appropriations - - - - - - - - -
Bonus issue - - - - - - (460.95) - (460.95)
General Reserve - - 51.06 - - - (51.06) - -
Dividend paid - - - - - - (30.73) - (30.73)
Dividend distribution tax paid - - - - - - (5.32) - (5.32)
Plant and Machinery - - - (4.37) - - - - (4.37)
Other comprehensive Income for the year - - - - - - - (0.28) (0.28)
Balance as at 31st Mar 20 768.25 164.54 286.84 - 390.57 0.02 4,872.83 (24.53) 5,690.27
Current year :
Profit/(Loss) - - - - - 3,026.03 - 3,026.03
Foreign currency translation reserve - - - - - - 8.17 8.17
Appropriations
General Reserve - 75.65 - - - (75.65) - -
Dividend paid - - - - - (76.82) - (76.82)
Other comprehensive Income for the year - - - - - - 4.05 4.05
Balance as at 31st Mar 21 768.25 164.54 362.50 - 390.57 0.02 7,746.38 (12.31) 8,651.69
Balance as at 31st Mar 20 768.25 164.54 286.84 - 390.57 0.02 4,872.83 (24.53) 5,690.27
Current year :
Profit/(Loss) - - - - - - 605.93 - 605.93
Appropriations
General Reserve - - - - - - -
Dividend paid - - - - - - -
Other comprehensive Income for the year - - - - - - (5.48) (5.48)
Balance as at 30th June 20 768.25 164.54 286.84 - 390.57 0.02 5,478.76 (30.01) 6,290.72
Balance as at 31st Mar 21 768.25 164.54 362.49 - 390.57 0.02 7,746.38 (12.31) 8,651.69
Current year :
Profit/(Loss) - - - - - - 898.97 - 898.97
Appropriations
General Reserve - - - - - - -
Dividend paid - - - - - - -
Other comprehensive Income for the year - - - - - - 4.96 4.96
Balance as at 30th June 21 768.25 164.54 362.49 - 390.57 0.02 8,645.36 (7.34) 9,555.62
As per our report of even date attached For and on Behalf of the Board of Directors
For T .Adinarayana & Co,
Chartered Accountants Rabindra Prasad sinha S Chidambaranathan
Firm Regn No. 000041S Executive Chairman Executive Vice Chairman
235
SIGACHI INDUSTRIES LIMITED
Year ended Year ended Year ended Year ended Year ended
Particulars
30th June 21 30th June 20 31st Mar 21 31st Mar 20 31st Mar 19
Net increase in cash and cash equivalents (A+B+C) (490.34) 138.64 742.66 845.74 (43.47)
Cash and cash equivalents at the beginning of the year 1,801.64 1,058.98 1,058.98 213.24 256.70
Cash and cash equivalents at the end of the year 1,311.30 1,197.62 1,801.64 1,058.98 213.24
As per our report of even date attached
For T .Adinarayana & Co, For and on Behalf of the Board of Directors
Chartered Accountants
Firm Regn No. 000041S
Shreya Mitra
Company Secretary
236
Annexure V: Restated Consolidated Summary of Significant Accounting Policies
1. Corporate Information
Sigachi Industries Limited (The Parent Company) together with its subsidiary is a leading manufacturer of high quality
and consistent Microcrystalline Cellulose Powder. The Company is headquartered in Hyderabad and has its registered
office at 229/1&90, Kalyan's Tulsiram Chambers, Madinaguda, Hyderabad – 500 049, Telangana, India. It was
incorporated under Companies Act as private limited company and is currently an unlisted public limited company. It
has got three production facilities spread across India. The principal accounting policies applied in the preparation of
the financial statements are set out below.
The restated financial statements of the company has been specifically prepared for inclusion in the document to
be filed by the company with the Securities and Exchange Board of India ("SEBI"),Registrar of Companies
("ROC") and Stock Exchanges in connection with proposed Initial Public Offering ("IPO") of the equity shares of
the company (referred to as the "Issue").The Restated financial information comprise of the restated statement of
assets and liabilities as at June 30, 2021, June 30, 2020, March 31, 2021 ,March 31, 2020 ,and March 31, 2019,
the restated statement of profit and loss , the restated statement of changes in equity and restated statement of cash
flows for the period ended June 30, 2021, June 30, 2020, March 31, 2021, March 31, 2020,and March 31,2019,
and accompanying restated statements of significant accounting policies and notes to restated financial
information (hereinafter collectively referred to as "the Restated Financial Information").
The restated financial information has been prepared to comply in all material respects with requirements of
section 26 of Part 1 of chapter III of the Companies act 2013 ("the act") and Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations ,2018 ("ICDR Regulations").
a. Basis of Consolidation:
Subsidiaries:
Subsidiaries are all entities (including special purpose entities) that are controlled by the Company. Control exists
when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the
ability to affect those returns through power over the entity. In assessing control, potential voting rights are
considered only if the rights are substantive. The financial statements of subsidiaries are included in these
consolidated financial statements from the date that control commences until the date that control ceases.
Non-controlling interests (“NCI”) in the results and equity of subsidiaries are shown separately in the consolidated
statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet
respectively.
The Financial statements of the company and its subsidiary are combined on a line by line basis by adding the book
values of like items of assets, liabilities, Income and expenses after fully eliminating intra group balances and intra
group transactions resulting in unrealized profit or losses, except where cost cannot be recovered.
For the purpose of preparing these consolidated financial statements, the accounting policies of subsidiaries have
been changed where necessary to align them with the policies adopted by the Company.
b. Foreign Currency:
Transactions in foreign currencies are translated to the respective functional currencies of entities within the
Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are translated into the functional currency at the exchange rate at that
date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was measured.
237
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates
different from those at which they were translated on initial recognition during the period or in previous financial
statements are recognised in the consolidated statement of profit and loss in the period in which they arise
Foreign exchange gains and losses arising from a monetary item receivable from a foreign operation, the
settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net
investment in the foreign operation and are recognised in OCI and presented within equity as a part of foreign
currency translation reserve (“FCTR”).
In case of foreign operations whose functional currency is different from the parent company’s functional
currency, the assets and liabilities of such foreign operations, including goodwill and fair value adjustments
arising upon acquisition, are translated to the reporting currency at exchange rates at the reporting date. The
income and expenses of such foreign operations are translated to the reporting currency at the monthly average
exchange rates prevailing during the year. Resulting foreign currency differences are recognised in OCI and
presented within equity as part of FCTR. When a foreign operation is disposed of, in part or in full, such that
control, significant influence or joint control is lost, the relevant amount in the FCTR is transferred to the
consolidated statement of profit and loss.
All assets and liabilities are classified into current and non-current based on the operating cycle of twelve months
or based on the criteria of realisation/settlement within twelve months period from the reporting/ balance sheet
date.
Assets: An asset is classified as current when it satisfies any of the following criteria:
a. It is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating
cycle;
b. It is held primarily for the purpose of being traded;
c. It is expected to be realized within twelve months after the reporting date; or
d. It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting date
Liabilities: A liability is classified as current when it satisfies any of the following criteria:
a. It is expected to be settled in the Company’s normal operating cycle;
b. It is held primarily for the purpose of being traded;
c. It is due to be settled within twelve months after the reporting date;
d. The Company does not have an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its
settlement by the issue of equity instruments do not affect its classification.
Current assets/ liabilities include the current portion of noncurrent assets/ liabilities respectively.
All other assets/ liabilities are classified as noncurrent. Deferred tax assets and liabilities are always disclosed as
non-current.
Operating cycle is the time between the acquisition of assets for processing and their in cash and cash equivalents.
The company has ascertained its operating cycle as twelve months for the purpose of current/ non-current
classification of assets and liabilities.
The preparation of the financial statements, in conformity with the recognition and measurement principles of Ind
AS, requires the management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities as at the date of financial statements and the results of operation
during the reported period. Although these estimates are based upon management’s best knowledge of current
events and actions, actual results could differ from these estimates which are recognized in the period in which
238
they are determined.
A. Depreciation and amortization: Depreciation and amortization is based on Schedule II to the Companies
Act, 2013, which describes useful lives of property, plant and equipment and intangible assets.
B. Provisions and contingencies: Provisions and contingencies are based on the Management’s best estimate
of the liabilities based on the facts known at the balance sheet date.
C. Fair Valuation:Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date, regardless of whether that
price is directly observable or estimated using another valuation technique. In estimating the fair value of
an asset or a liability, the Company takes into account the characteristics of the asset or liability if market
participants would take those characteristics into account when pricing the asset or liability at the
measurement date. In addition, for financial reporting purposes, fair value measurements are categorized
into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable
and the significance of the inputs to the fair value measurement in its entirety, which are described as
follows: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date; Level 2: Inputs are inputs, other than quoted prices
included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level
3: Inputs are unobservable inputs for the asset or liability. For assets and liabilities that are recognized in
the Financial Statements on a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by reassessing categorization (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period. At each reporting
date, the Company analyses the movements in the values of assets and liabilities which are required to be
re-measured or reassessed in line with the Company's Accounting Policies. For this analysis, the Company
verifies the major inputs applied in the latest valuation by agreeing the information in the valuation
computation to contracts and other relevant documents. For the purpose of fair value disclosures, the
Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy as explained above.
2.4 Critical Accounting Judgements and Key source of estimation uncertainty operating cycle:
In the application of the company’s accounting policies, the management of the company are required to make
judgments, estimates, and assumptions about the carrying amounts of the assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting
estimates are recognized in the period in which the estimates is revised if the revision effects only that period
or in the period of the revision and future periods in the revision effects both current and future periods.
The following are the areas of estimation uncertainty and critical judgements that the management has made
in the process of applying the company’s accounting policies and that have the most significant effects on the
amounts recognized in the financial statements.
On an ongoing basis, Company reviews pending cases, claims by third parties and other. For contingent losses
that are considered probable an estimated loss is recorded as an accrual in financial statements. Loss
Contingencies that are considered possible or not provided for but disclosed as Contingent liabilities in the
financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial
statements. Gain contingencies are not recognized until the contingency has been resolved and amounts are
received or receivable.
Management reviews the useful lives of depreciable assets at each reporting. As at March 31, 2021
management assessed that the useful lives represent the expected utility of the assets to the company. Further,
there is no significant change in the useful lives as compared to previous year.
239
2.7 Functional and presentation currency:
These financial statements are presented in Indian rupees, which is also the functional currency of the
Company. All financial information presented in Indian rupees.
Property, Plant and Equipment are stated at cost of acquisition or construction less accumulated depreciation
and impairment loss, if any. Cost includes expenditures that are directly attributable to the acquisition of the
asset i.e., freight, duties and taxes applicable and other expenses related to acquisition and installation. The
cost of self-constructed assets includes the cost of materials and other costs directly attributable to bringing
the asset to a working condition for its intended use. Borrowing costs that are directly attributable to the
construction or production of a qualifying asset are capitalized as part of the cost of that asset.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
Gains and losses upon disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net
within in the statement of profit and loss.
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount
of the item if it is probable that the future economic benefits embodied within the part will flow to the
Company and its cost can be measured reliably. The costs of repairs and maintenance are recognized in the
statement of profit and loss as incurred.
Items of property, plant and equipment acquired through exchange of non-monetary assets are measured at
fair value, unless the exchange transaction lacks commercial substance or the fair value of either the asset
received or asset given up is not reliably measurable, in which case the asset exchanged is recorded at the
carrying amount of the asset given up. Property, Plant and Equipment which are not ready for intended use
as on the date of balance sheet are disclosed as "Capital Work -in-Progress". Intangible assets with finite
useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated
impairment losses.
Depreciation
Depreciation is recognized in the statement of profit and loss on Straight line basis over the estimated useful
lives of property, plant and equipment based on Schedule - II to the Companies Act, 2013 (“Schedule”), which
prescribes the useful lives for various classes of tangible assets. For assets acquired or disposed off during
the year, depreciation is provided on pro rata basis. Land is not depreciated.
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period with
the effect of any changes in estimated useful lives residual values and impairment loss, if any, and are
accounted for on a prospective basis.
At the end of each reporting period, the company reviews tha carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairement loss(if any). When it is not possible to estimate the recoverable amount of an individual asset,
the company estimates the recoverable amount of the cash-generatinh unit to which the aset belongs. When a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest company of cash-generating units for
which a reasonable and consistent allocation basis can be identified.
240
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairement at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in
use, the estimated future cashflows are discounted to their present value using a pre tax discount rate that
reflects current market assessments of the time value of the money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash -generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An
impairement loss is recognised immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset ( or a cash-generating unit)
is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised for
the asset ( or cash-generating unit) in prior years. A reversal of an impairement loss is recognised immediately
in profit or loss.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
A. Financial Assets
i. Initial Recognition
In the case of financial assets, not recorded at fair value through profit or loss (FVPL), financial assets are
recognized initially at fair value plus transaction costs that are directly attributable to the acquisition of the
financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are recognized on the trade
date, i.e., the date that the Company commits to purchase or sell the asset.
For purposes of subsequent measurement, financial assets are classified in the following categories:
Financial assets are subsequently measured at amortized cost if these financial assets are held within a
business model with an objective to hold these assets in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding. Interest income from these financial assets is
included in finance income using the effective interest rate (“EIR”) method. Impairment gains or losses arising
on these assets are recognized in the Statement of Profit and Loss.
Financial assets are measured at fair value through OCI if these financial assets are held within a business
model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign
exchange gains and losses which are recognized in the Statement of Profit and Loss.
Investment in Equity Instruments are designated as Financial Assets measured at fair value through OCI and
Investments in Mutual Funds are designated as Financial Assets measured at fair value through statement of
Profit & Loss on date of transition.
241
c. Impairment of Financial Assets
In accordance with Ind AS 109, expected credit loss (ECL) model for measurement and recognition of
impairment loss on the trade receivables or any contractual right to receive cash or another financial asset that
result from transactions that are within the scope of Ind AS 18. As Company trade receivables are realized
within normal credit period adopted by the company, hence the financial assets are not impaired.
The Company de-recognizes a financial asset only when the contractual rights to the cash flows from the asset
expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to
another entity.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Company recognizes its retained interest in the assets and an associated
liability for amounts it may have to pay.
If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset,
the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the
proceeds received.
B. Financial Liabilities
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
i. Initial Recognition
Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and borrowings
and payables as appropriate. All financial liabilities are recognized initially at fair value and in the case of
loans and borrowings and payables, net of directly attributable transaction costs.
Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at FVPL. Financial liabilities are classified as held for trading
if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held
for trading are recognised in the Statement of Profit and Loss.
Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled
or expired. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as de-recognition of the original liability and recognition of a new liability. The
difference in the respective carrying amounts is recognized in the Statement of Profit and Loss.
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of
impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-
use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets. In such cases, the recoverable amount is determined for the Cash
Generated Units (CGU) to which the asset belongs. If such assets are considered to be impaired, the
242
impairment to be recognized in the statement of profit and loss is measured by the amount by which the
carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is
reversed in the statement of profit and loss if there has been a change in the estimates used to determine the
recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided
that this amount does not exceed the carrying amount that would have been determined (net of any
accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.
Cash and Bank balances comprise of cash balance in hand, in current accounts with banks and Bank Fixed Deposits
with maturity of 3 months or less than 3 months.
Cash flows are reported using the indirect method, where by profit before tax is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payment and items of
income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and
financing activities of the company are segregated.
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably.
The Company's contributions to defined contribution plans are charged to the statement of profit and loss as and
when the services are received from the employees.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit
credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement,
comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on
plan assets (excluding interest) , is reflected immediately in the statement of financial position with a charge or credit
recognised in other comprehensive income in the period in which they occur.
The Company has an obligation towards gratuity, a defined benefit plan covering eligible employees. The plan
provides for lump sum payment on retirement, death while in employment or on separation.
Borrowing costs are charged to the Statement of Profit and Loss except in cases where the borrowings are directly
attributable to the acquisition, construction or production of qualifying assets which are assets that necessarily take
a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such
time as the assets are substantially ready for their intended use or sale.
Ind AS 20 gives an option to present the grants related to assets, including nonmonetary grants at fair value in the
balance sheet either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying
amount of the asset. Accordingly, Sales Tax Deferment amount payable to Department has been considered as
Government Grant and considered the interest expenses and amortization benefit is considered in Profit and Loss
Account and Balance Sheet.
243
2.14 Provisions, Contingent Liabilities and Contingent Assets
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past events
and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
in respect of which a reliable estimate can be made of the amount of obligation. Provisions (excluding gratuity and
compensated absences) are determined based on management’s estimate required to settle the obligation at the
Balance Sheet date. In case the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to reflect
the current management estimates.
Contingent liabilities are claims against the company not acknowledged as debt. Contingencies may arise from the
ordinary course of business in relation to claims against the company, including legal, contractor and other claims.
By their nature, contingencies will be resolved only when one or more uncertain future events occur. The assessment
of the existence and potential quantum of contingencies inherently involve the exercise of significant judgement and
the use of estimates regarding the outcome of future events.
The preparation of company's financial statements requires management to make judgements, estimates and
assumptions that effect the reported amounts of revenues, expenses, assets and liabilities and the accompanying
disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.
Revenue Recognition:
Revenue is measured at the fair value of the consideration received or receivable and is recognised when it is probable
that the economic benefits associated with the transaction will flow to the Company and the amount of income can
be measured reliably. Revenue is net of returns and is reduced for rebates, trade discounts, refunds and any other
taxes collected on behalf of government such as GST etc.
Sale of Goods
Revenue is recognised when the control of the goods has been transferred to a third party. This is usually when the
title passes to the customer, either upon shipment or upon receipt of goods by the customer. At that point, the customer
has full discretion over the channel and price to sell the products, and there are no unfulfilled obligations that could
affect the customer’s acceptance of the product.
Sale of Services
Revenue from rendering of services is recognised by measuring the progress towards complete satisfaction of
performance obligations at the reporting period and there are no unfulfilled obligations.
Other Income
Other income includes Dividend, Interest, Profit / (Loss) on sale of Investments, Commission, Professional and
Technical Services and other miscellaneous receipts if any. Dividend income from investments is recognized when
the Company’s right to receive payment has been established (provided that it is probable that the economic benefits
will flow to the Company and the amount of income can be measured reliably). Interest income from a financial asset
is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can
be measured reliably. Interest income is accrued on time proportionate basis, by reference to the principle outstanding
and at the effective interest rate applicable. Commission income is recognised when the economic benefits associated
with the transaction will flow to the entity or the amount of revenue can be measured reliably.
When the transaction involving the rendering of services is estimated reliably, revenue associated with the transaction
244
shall be recognised by reference to the stage of completion of the transaction at the end of the reporting period.
The outcome of the transactions can be estimated reliably when all the following conditions are satisfied:
b) it is probable that the economic benefits associated with the transaction will flow to the entity;
c) the stage of completion of the transaction at the end of the reporting period can be measured reliably; and
d) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably
Current Tax
Current income tax is recognised based on the estimated tax liability computed after taking credit for allowances
and exemptions in accordance with the Income Tax Act, 1961. Current income tax assets and liabilities are
measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.
Deferred Tax
Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities are
recognised for all deductible temporary differences between the financial statements’ carrying amount of
existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using
the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet date. The effect on deferred
tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised. Such assets are reviewed at each Balance Sheet date to
reassess realisation.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Minimum Alternative Tax ("MAT") credit is recognised as an asset only when and to the extent there is
convincing evidence that the company will pay normal income tax during the specified period. Such asset is
reviewed at each Balance Sheet date and the carrying amount of MAT credit asset is written down to the extent
there is no longer a convincing evidence to the effect that the company will pay normal income tax during the
specified period.
2.18 Inventories:
Inventories are stated at the lower of cost and net realizable value. Costs of inventories are determined on a weighted
average cost basis.
The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic earnings per
share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding
during the period. 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 also the weighted average number of
equity shares that could have been issued upon conversion of all dilutive potential equity shares.
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using effective
interest method, less provision for impairment, if any.
245
2.21 Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial
year which are unpaid. The amounts are unsecured and are presented as current liabilities unless payment is not due
within twelve months after the reporting period. They are recognized initially at fair value and subsequently measured
at amortized cost using the effective interest method.
The Company has invested in the equity instruments of various companies. However, the percentage of shareholding
of the company in such investee companies is very low and hence, it has not been provided with future projections
including projected profit and loss account by those investee companies. Hence, the valuation exercise carried out
by the company with the help of available historical annual reports and other information in the public domain.
246
Amount in Lakhs
ANNEXURE VI : NOTES TO RESTATED CONSOLIDATED FINANCIAL INFORMATION
Net Carrying amount as at 31.03.2019 234.64 878.10 1,561.45 23.15 22.57 90.56 0.19 2,810.68 40.91 40.91
Gross carrying Value
Balance as at April 01,2019 234.64 1,073.27 2,098.32 51.64 54.99 134.66 13.86 3,661.39 41.05 41.05
Additions 0.93 64.54 326.15 16.44 64.55 31.52 - 504.13 - -
Deductions /Adjustments - - - - 0.11 0.30 - 0.41 0.70 0.70
Balance as at March 31,2020 235.57 1,137.82 2,424.47 68.08 119.43 165.88 13.86 4,165.11 40.35 40.35
Accumulated Depreciation
Opening Accumulated depreciation - 195.18 536.87 28.48 32.42 44.10 13.67 850.71 0.14 0.14
Depreciation charged during the period - 36.75 111.50 5.21 15.10 23.17 0.14 191.87 3.83 3.83
Disposal/Adjustments - - - - 0.11 0.30 - 0.41 0.14 0.14
Closing Accumulated depreciation - 231.93 648.37 33.69 47.40 66.97 13.81 1,042.18 3.83 3.83
Net Carrying amount as at 31.03.2020 235.57 905.89 1,776.10 34.38 72.02 98.91 0.05 3,122.93 36.52 36.52
Gross carrying Value
Balance as at April 01,2020 235.57 1,137.82 2,424.47 68.08 119.43 165.88 13.86 4,165.11 40.34 40.34
Additions 63.34 36.44 696.62 16.14 12.74 31.56 10.81 867.64 - -
Deductions /Adjustments - - - - - - - - - -
Balance as at March 31,2021 298.92 1,174.26 3,121.09 84.22 132.16 197.44 24.68 5,032.76 40.34 40.34
Accumulated Depreciation
Opening Accumulated depreciation - 231.93 648.37 33.69 47.40 66.97 13.81 1,042.18 3.83 3.83
Depreciation charged during the period - 37.49 130.39 6.64 20.16 29.03 3.56 227.26 3.83 3.83
Disposal/Adjustments - - - - - - - - - -
Closing Accumulated depreciation - 269.42 778.76 40.33 67.56 95.99 17.38 1,269.44 7.66 7.66
Net Carrying amount as at 31.03.2021 298.92 904.83 2,342.33 43.89 64.60 101.45 7.30 3,763.32 32.67 32.67
Gross carrying Value
Balance as at April 01,2020 235.57 1,137.82 2,424.47 68.08 119.43 165.88 13.86 4,165.11 40.33946 40.34
Additions - 11.39 42.80 - 3.27 - 10.81 68.27 - -
Deductions /Adjustments - - - - - - - - - -
Balance as at June 30,2020 235.57 1,149.21 2,467.27 68.08 122.70 165.88 24.68 4,233.38 40.34 40.34
Accumulated Depreciation
Opening Accumulated depreciation - 231.93 648.37 33.69 47.40 66.97 13.81 1,042.18 3.83 3.83
Depreciation charged during the period - 9.36 28.52 1.30 3.82 5.79 0.20 48.99 0.96 0.96
Disposal/Adjustments - - - - - - - - - -
Closing Accumulated depreciation - 241.29 676.89 35.00 51.23 72.76 14.01 1,091.17 4.79 4.79
Net Carrying amount as at 30.06.2020 235.57 907.92 1,790.39 33.08 71.47 93.12 10.67 3,142.21 35.55 35.55
Gross carrying Value
Balance as at April 01,2021 298.92 1,174.26 3,121.09 84.22 132.16 197.44 24.68 5,032.76 40.34 40.34
Additions - 2.33 321.50 0.58 9.86 - - 334.27 - -
Deductions /Adjustments - - - - - - - - - -
Balance as at June 30,2021 298.92 1,176.59 3,442.58 84.80 142.03 197.44 24.68 5,367.03 40.34 40.34
Accumulated Depreciation
Opening Accumulated depreciation - 269.42 778.76 40.33 67.56 95.99 17.38 1,269.44 7.66 7.66
Depreciation charged during the period - 9.37 34.48 1.66 5.15 7.26 0.89 58.80 0.96 0.96
Disposal/Adjustments - - - - - - - - - -
Closing Accumulated depreciation - 278.79 813.24 41.99 72.71 103.25 18.27 1,328.24 8.62 8.62
Net Carrying amount as at 30.06.2021 298.92 897.79 2,629.34 42.81 69.32 94.19 6.41 4,038.78 31.72 31.72
247
ANNEXURE VI : NOTES TO RESTATED CONSOLIDATED FINANCIAL INFORMATION
4 Capital Work-in-Progress
Paticulars Amount in Rs
Balance as at April 01,2018 69.26
Additions 299.78
Deductions /Adjustments 140.43
Balance as at March 31,2019 228.61
248
Amount in lakhs
249
Amount in lakhs
Note Particulars As at 30th June 21 As at 30th June 20 As at 31st Mar 21 As at 31st Mar 20 As at 31st Mar 19
15 BORROWINGS
Secured
Vehicle loans 10.51 26.13 11.64 26.39 31.32
Term Loans 170.17 209.44 177.04 164.60 92.08
180.68 235.57 188.68 190.99 123.40
Term Loans:
All term loans are secured by exclusive first charge on fixed assets created out of the term loans extended by the term lender and the second charge on the remaining fixed assets of the
company (both presnt and future) by way of hypothetication of movable fixed assets and also equitable mortgage of immovable fixed assets of the comapany and personal guarantee of
Rabindra Prasad Sinha,S Chidambaranathan,Amit Raj Sinha,Vijay Amrutlal Bhavasar,Sudha Sinha and Dharani [Link] Corporate guarantee was given by RPS Projects Private Limited
Vehicle Loans:
All Vehicle loans are secured by mortgage of vehicles
Please refer note 31.A and 31.B for loan details
16 PROVISIONS
Provision for employee benefits
Leave encashment 10.91 12.19 11.72 12.25 9.17
Gratuity 67.50 57.78 66.34 58.40 45.03
78.42 69.98 78.06 70.65 54.20
18 BORROWINGS
Secured:
From Banks 2,308.68 2,245.85 1,816.18 2,501.80 1,976.57
UnSecured:
From NBFC and others 14.85 196.03 14.64 201.54 226.00
2,323.54 2,441.88 1,830.82 2,703.34 2,202.57
Working capital facilities:
Working capital facilities extended by Kotak Mahindra Bank are secured as mentioned below:
i)Primary security:
Pari Passu first charge on the current assets of the company to kotak mahindra bank.
ii)Collateral security:
Pari Passu first charge on movable fixed assets of the company (both presnt and future) and personal guarantee of Rabindra Prasad Sinha,S Chidambaranathan,Amit Raj Sinha,Vijay Amrutlal
Bhavasar,Sudha Sinha and Dharani Devi.
Please refer note 31.C for loan details
22 Provisions
Provision for Income tax(Net of Advance tax andTDS ) 164.06 169.79 84.77 12.86 434.18
164.06 169.79 84.77 12.86 434.18
250
ANNEXURE VI : NOTES TO RESTATED CONSOLIDATED FINANCIAL INFORMATION Amount in Lakhs
a. Reconciliation of equity shares outstanding at the beginning and at the end of the year
Particulars As at 30th June 21 As at 30th June 20 As at 31st Mar 21 As at 31st Mar 20 As at 31st Mar 19
No of Shares Amount No of Shares Amount No of Shares Amount No of Shares Amount No of Shares Amount
At the beginning of the year 76.83 768.25 76.83 768.25 76.83 768.25 30.73 307.30 30.73 307.30
Issued during the year - - - - - 46.10 460.95 - -
Outstanding at the end of the year 76.83 768.25 76.83 768.25 76.83 768.25 76.83 768.25 30.73 307.30
251
ANNEXURE VI : NOTES TO RESTATED CONSOLIDATED FINANCIAL INFORMATION Amounts in Rs
Year ended Year ended Year ended Year ended Year ended
Note Particulars
30-Jun-21 30-Jun-20 31-Mar-21 31-Mar-20 31-Mar-19
23 REVENUE FROM OPERATIONS
Sale of products 5,164.06 4,084.11 18,056.35 12,873.65 11,994.14
Sale of services 331.32 294.72 1,219.23 1,032.61 904.67
5,495.39 4,378.83 19,275.58 13,906.26 12,898.81
i. Sale of products
Export
MCCP 3,613.85 2,770.30 12,964.91 8,326.26 7,553.46
Others 126.98 58.65 324.60 191.13 157.87
Domestic
MCCP 1,423.14 1,255.06 4,766.32 4,322.43 4,282.58
Others 0.09 0.10 0.52 33.83 0.23
5,164.06 4,084.11 18,056.35 12,873.65 11,994.14
ii. Sale of services
Operational and Maintenance income 331.32 294.72 1,219.23 1,032.61 904.67
331.32 294.72 1,219.23 1,032.61 904.67
24 OTHER INCOME
Other Operating Income
MEIS Income - 90.64 304.92 364.58 331.84
Duty Drawback Income - - - - 0.12
Other Non-Operating Income
Interest on fixed deposits 1.07 1.76 7.05 4.94 6.81
Interest on electricity deposit 1.34 0.40 1.60 1.78 1.95
Net gain/(loss) on foreign currency transactions 14.31 10.01 3.17 117.27 41.39
Scrap Sale 0.13 - 8.74 0.07 6.86
16.85 102.81 325.48 488.64 388.96
28 FINANCE COSTS
Interest on borrowings 15.04 37.57 77.07 171.95 266.59
Bank Charges 5.86 5.30 40.33 51.65 67.57
Interest Expense 0.16 0.05 0.22 1.01 2.74
Other borrowing costs 2.45 0.15 7.35 9.87 8.19
23.52 43.07 124.97 234.47 345.09
252
Year ended Year ended Year ended Year ended Year ended
Note Particulars
30-Jun-21 30-Jun-20 31-Mar-21 31-Mar-20 31-Mar-19
29 OTHER EXPENSES
Manufacturing Expenses
Power and Fuel Expenses 122.77 101.36 343.87 337.28 322.58
Stores and Spares 10.48 6.27 37.93 25.07 25.40
Repairs and maintenance
Building 8.26 5.21 28.13 45.97 31.30
Machinery 13.67 20.94 84.49 71.05 60.38
Others 19.35 8.32 154.82 46.64 30.20
Wages and labour charges 277.57 241.06 1,057.48 871.53 797.80
Lab Expenses 6.18 4.83 20.18 18.87 17.29
Water Charges 32.60 17.35 91.81 67.98 82.40
490.88 405.34 1,818.72 1,484.41 1,367.35
Administration ,Selling and Other Expenses
Rent 21.49 13.76 74.09 58.09 35.80
Electricity charges 1.20 1.61 4.72 5.39 3.07
Insurance 52.11 24.49 170.07 19.24 25.86
Rates and taxes 5.49 8.01 73.66 53.61 52.82
R&D Expenses 9.05 5.31 32.45 22.64 34.11
Printing and stationery 5.44 5.10 21.77 18.06 10.49
Selling Expenses 23.37 40.61 190.64 293.92 222.88
Travelling and conveyance 32.76 25.90 150.34 108.48 84.46
Professional & consultancy fees 23.12 25.27 108.28 169.72 84.11
Remuneration to auditors
Statutory audit 1.00 0.50 1.50 1.50 1.50
Tax audit - - 0.50 0.50 0.50
Communication expenses 6.07 3.71 23.72 26.04 16.69
carriage Outward 108.29 85.74 803.09 365.34 344.55
Membership and Subscription Charges 0.93 0.91 2.48 7.85 1.62
Security Charges 4.54 5.10 20.99 17.97 14.95
Credit lossess - - - - 12.66
Other general expenses 16.74 9.81 45.54 50.65 52.80
Profit/(loss) on Sale of Fixed Assets - - - - 4.34
CSR 1.15 11.64 43.52 26.71 17.39
312.75 267.48 1,767.35 1,245.70 1,020.59
Total 803.63 672.82 3,586.07 2,730.11 2,387.94
253
ANNEXURE VI : NOTES TO RESTATED CONSOLIDATED FINANCIAL INFORMATION
254
Movement in deferred tax assets and liabilities during the years ended 30th June 2021,31st Mar 2021 , 30th June2020, 31st Mar 2020 and 31st Mar 2019
As at Charge/(credit) As at Charge/(credit) As at As at Charge/(credit) Year ended
Particulars
31st Mar 2019 to profit or loss 31st Mar 2020 to profit or loss 30th June 2020 31st Mar 2020 to profit or loss 31st Mar 2021
Deferred tax (assets)/liabilities:
Property, plant and equipment 70.84 (47.09) 23.75 53.10 76.85 23.75 (23.75) 150.66
Current liabilities & provisions (10.78) 3.38 (7.40) 16.03 8.63 (7.40) 7.40 (1.27)
Actruial gain 1.89 (2.01) (0.12) 0.04 (0.08) (0.12) 0.12 1.66
Net Deferred tax Liabilities 61.95 (45.72) 16.23 69.16 85.39 16.23 (16.23) 151.05
As at Charge/(credit) As at
Particulars
31st Mar 2021 to profit or loss 30th June 2021
Deferred tax (assets)/liabilities:
Property, plant and equipment 150.66 (111.19) 39.47
Current liabilities & provisions (1.27) 8.72 7.44
Actruial gain 1.66 (1.25) 0.42
Net Deferred tax Liabilities 151.05 (103.72) 47.33
255
31.C Details of indian rupee working capital loans from banks are as under:
Outstanding as Outstanding as on Outstanding as on Outstanding as on Outstanding as on Effective Interest Rate Effective Interest Rate Effective Interest Rate as Effective Interest Rate Effective Interest Rate
Particulars
on 30.06.2021 31.03.2021 30.06.2020 31.03.2020 31.03.2019 as on 30.06.2021 as on 31.03.2021 on 30.06.2020 as on 31.03.2020 as on 31.03.2019
32 EMPLOYEE BENEFITS
a. Defined contribution plan
The Company operates defined contribution schemes like Employee State Insurance Scheme. For this scheme contributions are made by the company and employees at a predetermined rate based on current salaries.
The following table sets out the amounts recognised in the financial statements in respect of retiring gratuity plan:
i. Changes in the present value of obligation
As at As at As at As at As at
Particulars
30th June 2021 30th June 2020 31st Mar 2021 31st Mar 2020 31st Mar 19
Defined benefit obligation as at beginning of the year 14.60 11.26 58.40 45.03 41.37
Current service cost 2.42 2.21 9.68 8.83 6.96
Interest cost 0.99 0.86 3.97 3.44 3.20
Actuarial (gain)/loss (1.43) 0.28 (5.72) 1.10 (6.50)
Benefits paid - - - - -
Defined benefit obligation as at the end of the year 16.58 14.60 66.34 58.40 45.03
v. Actuarial assumptions
As at As at As at As at As at
Particulars
30th June 21 30th June 20 31st Mar 21 31st Mar 20 31st Mar 19
Discount rate (per annum) 6.80% 6.80% 6.80% 6.80% 7.65%
Salary growth rate (per annum) 5.00% 5.00% 5.00% 5.00% 5.00%
[Link] Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis
below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions
constant. The result of sensitivity analysis is given below:
256
33 EARNINGS PER SHARE
Year ended Year ended Year ended Year ended Year ended
Particulars
30th June 2021 30th June 2020 31st Mar 2021 31st Mar 2020 31st Mar 2019
Profit after tax attributable to equity shareholders 898.97 605.93 3,026.03 2,031.55 1,901.27
Weighted average number of equity shares for Basic EPS 230.50 230.50 230.50 230.50 230.50
Weighted average number of equity shares for Diluted EPS 230.50 230.50 230.50 230.50 230.50
Basic earnings per Share 3.90 2.63 13.13 8.81 8.25
Diluted earnings per Share 3.90 2.63 13.13 8.81 8.25
Note:The earnings per share figure for the year ended 31st march 2021,31st march 2020, 31st march 2019, have been adjusted to give effect to the allotememnt of the bonus shares,as required by Ind AS-33.
The Board at its meeting held on July 8,2021 , approved and recommended the issue of bonus shares . The shareholders approved the issue of bonus shares at the
meeting held on July 30,2021 .The company had alloted 1,53,65,000 fully-paid-up equity shares of face value Rs.10 each. A bonus share of 2 equity shares for every
1 equity shares held.
34 RELATED PARTIES
a. List of the transacted Related Parties and description of relationship
Nature of Relationship Name of the related party Relationship
Wholly owned subsidiary Sigachi US,Inc
Mr.R.P Sinha Executive Chairman
Mr.S. Chidambaranathan Executive Vice Chairman
Key Management Personnel
[Link] Raj Sinha MD & CEO
[Link] Bhavsar Director
c. Balances as at
As at As at As at As at As at
Nature of Transaction Name of the related party
30th June2021 30th June2020 31st Mar 2021 31st Mar 2020 31st Mar 2019
Mr.R.P Sinha 2.90 3.25 18.25 23.27 0.13
[Link] 3.62 3.22 - 1.84 7.11
Managerial Remuneration [Link] Raj Sinha 4.33 3.83 - 1.14 1.28
[Link] Bhavsar 0.85 0.85 0.85 0.82 0.85
Mr. C. Bhavani Shanmugam - - - 0.66 0.51
Rent Payable [Link] Raj Sinha 1.29 1.22 - 2.26 0.99
Sales Receipts Sigachi US,Inc 1,088.52 715.02 865.24 371.61 90.02
35 Contingent Liabilities, Claims, Commitments (to the extent not provided for) and Other Disputes
[Link] against the company:
Service Tax:
During the year ended 31 March 2020, the Company received a demand notice from commisssioner of central tax(Service tax) for the period August 2014 to June 2017
demanding service tax of Rs. 559.21 Lakhs (including penalty of Rs.250.47 Lakhs ) .The Company believes that the claim is untenable and, accordingly, has filed appeals with the
Appellate Tribunal regional bench Hyderabad against the aforesaid notice which is in progress and pending disposal.
[Link] Guarantees:
The Bank Guarantees as at 30th June 2021 are Rs.89,22,422/- 31st March 2021 are Rs. 83,49,313/- and 31st March 2020 are Rs.57,21,914/- and as at 31st March 2019 are Rs.46,73,240/-.
36 Segment Reporting
Ind AS 108 establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and
services. Based on the ‘Management’ approach as defined under Ind AS108, the Chief Operating Decision Maker (CODM) evaluates the performance on a periodical basis and
allocates resources based on an analysis of the performance of various Businesses. The CODM is the Managing Director. The accounting principles used in the preparation of
the financial statements are consistently applied to record revenue and expenditure in individual segments and are as set out in the Significant Accounting Policies. Since, the
Company is mainly pursuing only one activity i.e. manufacturing and selling of MCC, reporting of segment revenue and results does not arise.
37 MSME :
Disclosure in respect of principal and interest pertaining to the Micro,Small and Medium Enterprises Dev. Act 2006 based on available details is as under:
Particulars As at 30th June 2021 As at 30th June 2020 As at 31st Mar 2021 As at 31st Mar 2020 As at 31st Mar 2019
Principal amount due - - - - -
Interest on above and unpaid interest - - - - -
Interest paid - - - - -
Payment made beyond the appointed date - - - - -
Interest due and payable for the period of delay - - - - -
Interest accrued and remaining unpaid at the year end - - - - -
Amount of further interest due and payable in succedding Year - - - - -
The carrying value and fair value of financial instruments by catogories as of 30th June 21 are as follows
Carrying Level of input used in
Particulars Fair Value
Value Level 1 Level 2 Level 3
Financial assets
At Amortised Cost
Investments* - - - - -
Trade receivables 5,084.78 - - - 5,084.78
Cash and cash equivalents 971.86 - - - 971.86
Other bank balances 211.72 - - - 211.72
Other financial assets 1,618.88 - - - 1,618.88
Financial liabilities
At Amortised Cost
Borrowings 2,489.53 - - 2,489.36 2,489.36
Trade payables 1,087.29 - - - 1,087.29
Other financial liabilities 54.89 - - - 54.89
257
The carrying value and fair value of financial instruments by catogories as of 31st Mar 21 are as follows
Carrying Level of input used in
Particulars Fair Value
Value Level 1 Level 2 Level 3
Financial assets
At Amortised Cost
Investments* - - - - -
Trade receivables 3,575.72 - - - 3,575.72
Cash and cash equivalents 1,589.93 - - - 1,589.93
Other bank balances 211.72 - - - 211.72
Other financial assets 999.71 - - - 999.71
Financial liabilities
At Amortised Cost
Borrowings 2,019.72 - - 2,019.51 2,019.51
Trade payables 795.03 - - - 795.03
Other financial liabilities 73.19 - - - 73.19
The carrying value and fair value of financial instruments by catogories as of 30th June 20 are as follows
Carrying Level of input used in
Particulars Fair Value
Value Level 1 Level 2 Level 3
Financial assets
At Amortised Cost
Investments* - - - - -
Trade receivables 3,311.64 - - - 3,311.64
Cash and cash equivalents 1,014.25 - - - 1,014.25
Other bank balances 183.37 - - - 183.37
Other financial assets 866.74 - - - 866.74
Financial liabilities
At Amortised Cost
Borrowings 2,677.51 - - 2,677.45 2,677.45
Trade payables 682.85 - - - 682.85
Other financial liabilities 110.35 - - - 110.35
258
The carrying value and fair value of financial instruments by catogories as of 31st Mar 20 are as follows
Carrying Level of input used in
Particulars Fair Value
Value Level 1 Level 2 Level 3
Financial assets
At Amortised Cost
Investments* - - - - -
Trade receivables 2,760.23 - - - 2,760.23
Cash and cash equivalents 875.61 - - - 875.61
Other bank balances 183.37 - - - 183.37
Other financial assets 463.17 - - - 463.17
Financial liabilities
At Amortised Cost
Borrowings 2,919.01 - - 2,894.33 2,894.33
Trade payables 723.14 - - - 723.14
Other financial liabilities 143.61 - - - 143.61
The carrying value and fair value of financial instruments by catogories as of 31st Mar 19 are as follows
Carrying Level of input used in
Particulars Fair Value
Value Level 1 Level 2 Level 3
Financial assets
At Amortised Cost
Investments* - - - - -
Trade receivables 2,618.60 - - - 2,618.60
Cash and cash equivalents 109.97 - - - 109.97
Other bank balances 91.14 - - - 91.14
Other financial assets 824.35 - - - 824.35
Financial liabilities
At Amortised Cost
Borrowings 2,125.39 - - 2,163.43 2,163.43
Trade payables 815.75 - - - 815.75
Other financial liabilities 193.13 - - - 193.13
259
39 CAPITAL MANAGEMENT
The company manages its capital to ensure that it will be able to continue as going concern while creating value for share holders by facilitating the meeting of long term and
short term goals of the Company.
The company determines the amount of capital required on the basis of annual business plan coupled long term and short term strategic investment and expansion plans.
The company monitors the capital by using net debt equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.
Particulars June 30,2021 June 30,2021 March 31,2021 March 31,2020 March 31,2019
Less: Cash and Cash Equivalents 971.86 1,014.25 1,564.70 875.61 122.09
Other Bank balances 211.72 183.37 211.72 183.37 91.14
Adjusted net debts 1,360.68 1,590.18 301.64 1,978.96 2,305.87
a. Credit risk
Credit Risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the company. The Company has a prudent and conservative process for managing its credit risk raising in the
course of its business activities. Credit risk is managed through continuously monitoring the creditworthiness of customers and obtaining sufficient collateral, where appropriate, a means of mitigating the risk of financial loss
from defaults.
[Link] risk
Liquidity Risk refers to the risk that the company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation.
The company has obtained fund and non fund based working capital loans from bank .The borrowed funds are generally applied for company's own operational activities.
260
The table below provides details regarding the contractual maturities of significant financial liabilities.
30-Jun-21
Non Current Borrowings 54.89 129.89 50.79
Current Borrowings 2,308.68 - -
Trade payables 1,087.29 - -
Other Payables 444.13 - -
3,894.99 129.89 50.79
31-Mar-21
Non Current Borrowings 73.19 135.89 52.80
Current Borrowings 1,830.82 - -
Trade payables 795.16 - -
Other Payables 433.98 - -
3,133.16 135.89 52.80
30-Jun-20
Non Current Borrowings 110.35 184.15 51.43
Current Borrowings 2,441.88 - -
Trade payables 682.85 - -
Other Payables 416.06 - -
3,651.13 184.15 51.43
31-Mar-20
Non Current Borrowings 143.61 163.53 27.46
Current Borrowings 2,703.34
Trade payables 723.14
Other Payables 326.22
3,896.31 163.53 27.46
31-Mar-19
Non Current Borrowings 193.13 116.09 7.32
Current Borrowings 2,202.57 - -
Trade payables 815.75 - -
Other Payables 497.25 - -
3,708.70 116.09 7.32
c. Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices such as commodity prices,
foreign currency exchange rates and other market changes.
d. Exchange rate risk
The company foreign exchange arised from its foreign operations, foreign currency revenues and expenses, (Primarly in US Dollars). Consequently, the company is exposed to
foreign exchange risk thourgh its sales, services and purchases from overseas suppliers in various foregin currencies.
The foreign currency exposures were as follows: $ in Lakhs
June 30,2021 June 30,2020 March 31,2021 March 31,2020 March 31,2019
Particulars
USD USD USD USD USD
Assets
Cash and bank balances 1.90 1.21 0.38 0.72 12.45
Trade receivables 39.89 24.25 41.06 19.29 44.28
Other assets 6.99 3.97 9.28 2.97 177.89
Total 48.78 29.43 50.72 22.98 234.63
Liabilities
Trade payables 17.51 13.44 16.39 10.77 100.28
Other liabilities 0.49 2.57 0.44 2.55 164.62
Total 17.99 16.01 16.84 13.32 264.90
Sensitivity analysis
A reasonably possible Strenthing(Weaking) of the Indian Rupee against US dollars at March 31 would have effected the measurement of financial statements denominatted in US dollars and Pounds and effected equity and
profit or loss by the amounts shown [Link] analysis assumes that all other variables ,in particular interest rates,remain constant and ignores any impact of forecast sales and purchases.
261
30-Jun-21
Profit or loss Equity net of tax
Effect in $
Strengthening Weakening Strengthening Weakening
1% movement
0.31 (0.31) - -
USD
0.31 (0.31) - -
31-Mar-21
Profit or loss Equity net of tax
Effect in $
Strengthening Weakening Strengthening Weakening
1% movement
0.34 (0.34) - -
USD
0.34 (0.34) - -
30-Jun-20
Profit or loss Equity net of tax
Effect in $
Strengthening Weakening Strengthening Weakening
1% movement
0.13 (0.13) - -
USD
0.13 (0.13) - -
31-Mar-20
Profit or loss Equity net of tax
Effect in $
Strengthening Weaking Strengthening Weaking
1% movement
0.10 (0.10) - -
USD
0.10 (0.10) - -
31-Mar-19
Profit or loss Equity net of tax
Effect in $
Strengthening Weaking Strengthening Weaking
1% movement
(0.30) 0.30 - -
USD
(0.30) 0.30 - -
The Interest rate profile of the Company's interest-bearing financial instruments as reported to the management of the comapany is as follows:
Particulars June 30,2021 June 30,2020 March 31,2021 March 31,2020 March 31,2019
262
Cash flow sensitivity analysis for variable -rate instruments
The risk estimates provided assume a change of 25 basis points interest rate for the interest rate benchmark as applicable to the borrowing summarised [Link] caluclation
assumes that the change occurs at the balance sheet date and has been caluclated on risk exposures outstanding as at that date assuming that all other variables ,in particular
foreign currency exchange rates,remain [Link] period end balances are not necessarily representative of the average debt outstanding during the period.
Profit or loss
Cash flow sensitivity (net)
25 bp increase 25 bp decrease
30-Jun-21
31-Mar-21
30-Jun-20
31-Mar-20
31-Mar-19
Amount in Lakhs
ANNEXURE VII : RESTATED CONSOLIDATED STATEMENT OF ACCOUNTING RATIOS
Particulars As at 30th June 21 As at 30th June 20 As at 31st Mar 21 As at 31st Mar 20 As at 31st Mar 19
B Profit attributable to the owners of the equity 899 606 3,026 2,032 1,901
D For diluted earnigns per share 230.50 230.50 230.50 230.50 230.50
E Number of the shares outstanding at the end of the year -(Prior to bonus issue) 76.83 76.83 76.83 76.83 30.73
F Number of the shares outstanding at the end of the year -Refer Note 1 below.(Post Bonus Issue) 230.50 230.50 230.50 230.50 230.50
G Restated basic earnings per share(B/E) -(Prior to Bonus Issue) 11.70 7.89 39.39 26.44 61.87
H Restated diluted earnigns per share (B/E)- (Prior to Bonus Issue) 11.70 7.89 39.39 26.44 61.87
I Restated basic earnings per share(B/C) -(Post Bonus Issue) 3.90 2.63 13.13 8.81 8.25
J Restated diluted earnigns per share (B/D)- (Post Bonus Issue) 3.90 2.63 13.13 8.81 8.25
L Net assets value per share of Rs.10 each (Prior to bonus issue) (A/E) 134.37 91.88 122.61 84.06 146.06
M Net assets value per share of Rs.10 each (After to bonus issue) (A/C) 44.79 30.62 40.87 28.02 19.47
263
Notes:
[Link] per share caluclations are in accordance with Indian Accounting Stanadard 33-Earning Per Share ,notified under section 133 of the companies act ,2013,read together with paragraph 7of the companies (Accounts)
Rules,[Link] per Ind AS 33 paragraph 28,in case of bonus share,the number of shares outstanding before the event is adjusted for the proprotionate change in the [Link] equity shares outstanding as if the event has occurred at the
beginnig of the earliest period reported.
The Board at its meeting held on July 8,2021 , approved and recommended the issue of bonus shares . The shareholders approved the issue of bonus shares at the meeting held on July 30,2021 .The company had alloted 1,53,65,000
fully-paid-up equity shares of face value Rs.10 each. A bonus share of 2 equity shares for every 1 equity shares held.
[Link] amounts disclosed are based on Restated Financial Information of the Company
264
RESTATED STATEMENT OF CAPITALISATION
Amount in Lakhs
ANNEXURE VIII : RESTATED CONSOLIDATED STATEMENT OF CAPITALISATION
Borrowings:
Current borrowings A 2,323.54 -
Non current borrowings B 235.57 -
Total borrowings C=A+B 2,559.11 -
Notes:
1 Non current borrowings are considered as borrowings other than short term borrowings and include current maturities of
long term borrowings.
[Link] amounts disclosed above are based on the Restated Financial Information of the company
[Link] Board at its meeting held on July 8,2021 , approved and recommended the issue of bonus shares . The shareholders
approved the issue of bonus shares at the meeting held on July 30,2021 .The company had alloted 1,53,65,000 fully-paid-up
equity shares of face value Rs.10 each. A bonus share of 2 equity shares for every 1 equity shares held.
* These amounts (as adjusted for issue) are not determinable at this stage pending the completion of the book building
process and hence have not been furnished .To be updated upon finalisation of the Offer price.
For T .Adinarayana & Co, For and on Behalf of the Board of Directors
Chartered Accountants
Firm Regn No. 000041S
265
OTHER FINANCIAL INFORMATION
The Accounting Ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given
below:
(All Amounts in ₹lacs, unless stated otherwise)
As at 30th As at 30th As at As at As at 31st
Particulars June, 21 June, 20 31st 31st Mar 19
Mar 21 Mar 20
A Net Worth 10,324 7,059 9,420 6,459 4,488
B Profit attributable to the owners of the equity 899 606 3,026 2,032 1,901
D For diluted earnings per share 230.50 230.50 230.50 230.50 230.50
I Restated basic earnings per share (B/C)- (Post Bonus Issue) 3.90 2.63 13.13 8.81 8.25
L Net assets value per share of Rs.10 each (Prior to bonus issue)
(A/E) 134.37 91.88 122.61 84.06 146.06
Notes:
1. Earnings per share calculations are in accordance with Indian Accounting Standard 33-Earning Per Share, notified
under section 133 of the Companies Act, 2013, read together with paragraph 7of the companies (Accounts) Rules,
[Link] per Ind AS 33 paragraph 28, in case of bonus share, the number of shares outstanding before the event
is adjusted for the proportionate change in the no. of equity shares outstanding as if the event has occurred at the
beginning of the earliest period reported.
The Board at its meeting held on July 8, 2021, approved and recommended the issue of bonus shares. The
shareholders approved the issue of bonus shares at the meeting held on July 30, [Link] company has allotted
1,53,65,000 fully-paid-up equity shares of face value Rs.10 each. A bonus share of 2 equity shares for every 1
equity shares held.
266
2. The amounts disclosed are based on Restated Financial Information of the Company
Basic earnings per share Net profit as restated, attributable to the owners of the company
Weighted average no. of equity shares during the year
Net worth as restated, including share capital and reserves and surplus, as restated at the end
Net asset value per equity
of the year
share
No. of equity shares outstanding at the end of the year
EBITDA Profit before tax +Finance costs + Depreciation and amortisation expense
267
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITIONAND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations, and our
assessment of the factors that may affect our prospects and performance in future periods, together with our Restated
Financial Statements for the quarter ended June 30, 2021 and 2020 and for the Financial Years 2021, 2020 and 2019
including the notes thereto and reports thereon, each included in this Prospectus. Unless otherwise stated, financial
information used in this section is derived from the Restated Consolidated Financial Statements.
While we have historically prepared our financial statements in accordance with Indian GAAP, in accordance with
applicable law, we have transitioned our financial reporting from Indian GAAP to Ind AS, with April 1, 2017 as the
transition date. This section includes a discussion of financial results for the quarter ended June 30, 2021 and 2020
and for the Financial Years 2021, 2020 and 2019 which were prepared under Ind AS. For the purposes of transition
to Ind AS, we have followed the guidance prescribed in “Ind AS 101 - First Time adoption of Indian Accounting
Standard”. The Restated Financial Statements, prepared and presented in accordance with Ind AS and in accordance
with the requirements of Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the “Guidance Note
on Reports in Company Prospectus (Revised 2019)” issued by the ICAI.
Ind AS differs in certain material respects from Indian GAAP, IFRS and U.S. GAAP. Accordingly, the degree to which
our financial statements will provide meaningful information to a prospective investor in countries other than India
is entirely dependent on the reader's level of familiarity with Ind AS. As a result, the Restated Financial Information
Statements may not be comparable to our historical financial statements. For a reconciliation of Indian GAAP to Ind
AS, please refer Note 30 and 41 pertaining to reconciliation between Indian GAAP and IND AS in the section titled
“Financial Statements” on page 229.
This discussion and analysis contain forward-looking statements that reflect our current views with respect to future
events and our financial performance, which are subject to numerous risks and uncertainties. Our actual results may
differ materially from those anticipated in these forward-looking statements. You should also read “Forward-Looking
Statements” and “Risk Factors” on pages 16 and 23, respectively, which discuss a number of factors and
contingencies that could affect our business, financial condition and results of operations. Our Financial Year ends
on March 31 of each year and accordingly, references to Financial Year, are to the 12-month period ended March 31
of the relevant year.
RESULTS OF OPERATIONS
The following table sets forth detailed total income data from our restated consolidated statement of profit and loss
for the quarters ended June 30, 2021 and June 30, 2020 and for the Financial Years 2019, 2020 and 2021, the
components of which are also expressed as a percentage of revenue from operations for such years.
268
quarter ended quarter ended
Fiscal 2021 Fiscal 2020 Fiscal 2019
June 30, 2021 June 30, 2020
Particulars
Rs. in Rs. in Rs. in Rs. in Rs. in
% % % % %
Lacs Lacs Lacs Lacs Lacs
Total
revenue
5,164.06 93.97 4,084.11 93.27 18,056.35 93.67 12,873.65 92.57 11,994.14 92.99
from sale of
products
ii. Sale of
services
Operational
and
331.32 6.03 294.72 6.73 1,219.23 6.33 1,032.61 7.43 904.67 7.01
Maintenanc
e income
Total
Revenue
from 5,495.39 100 4,378.83 100 19,257.58 100 13,906.26 100 12,898.81 100
Operations
(i + ii)
Other
Operating
Income:
- MEIS/
Duty - 90.64 304.92 364.58 331.96
Drawback*
- Non-
Operating
20.56 124.05 57.00
Other 16.85 12.17
Income
iii. Total
Other 16.85 102.81 325.48 488.63 388.96
Income
Total
Income 5,512.24 4,481.64 19,601.05 14,394.90 13,287.77
(i+ii+iii)
Our Company saw increase in export revenues from ₹ 2,828.95 lacs for the quarter end June 30, 2020 to ₹ 3,740.83
lacs for the quarter end June 30, 2021 and domestic revenues marginally increased from ₹ 1,255.16 lacs for the quarter
end June 30, 2020 to ₹ 1,423.23 lacs for the quarter end June 30, 2021.
Overall increase in the revenue from operations was 25.50 % from ₹ 4,378.83 lacs for the quarter end June 30, 2020
to ₹ 5,495.39 lacs for the quarter end June 30, 2021. Other income decreased by 83.61% to ₹ 16.85. lacs for the quarter
end June 30, 2021 from ₹ 102.81 lacs for the quarter end June 30, 2020.
Our Company’s total income increased from ₹ 13,287.77 lacs in Financial Year 2019 to ₹ 14,394.90 lacs in Financial
Year 2020 and then to ₹ 19601.05 lacs in Financial Year 2021. The increase in Financial Year 2020 over Financial
Year 2019 is 8.33%, while the growth in total income in Financial Year 2021 over Financial Year 2020 is 36.17%.
The major product of our Company MCC clocked a sales figure of ₹ 11,836.04 lacs in Financial Year 2019 and grew
by 6.87% in Financial Year 2020 to ₹ 12,648.69 lacs. The growth in MCC sales in Financial Year 2021 has been
40.18% over Financial Year 2020 clocking a sales revenue of ₹ 17,731.23 lacs.
Operations and maintenance revenues in Financial Year 2019 were at ₹ 904.67 lacs which grew by 7.43% in Financial
Year 2020 to ₹ 1,032.61 lacs. In Financial Year 2021 the same grew by 6.33% to clock revenue of ₹ 1,219.23 lacs.
269
For Financial Year 2019, export revenues, domestic revenues and O&M constituted 59.78%, 33.20% and 7.01%
respectively of the total revenue from operations of ₹ 12,898.81 lacs. The same figures for Financial Year 2020 stood
at 61.25%, 31.33% and 7.43% respectively of the total revenue from operations of ₹ 13,906.26. For Financial Year
2021, our Company has total revenue from operations of ₹ 19,257.58 lacs of which export sales, domestic sales and
O&M sales contributed 68.94%, 24.73% and 6.33% respectively.
*Govt of India, through Ministry of Commerce and Industry on September 1, 2020, vide circular number 30/2015-
2020, has capped the export incentives under the scheme, Merchant Export from India Scheme (MEIS), at ₹ 2 crore
per exporter on outbound shipments made during the period from September 1 to December 31, 2020. The aforesaid
cap on export incentive can further see downward revision in line with GOI’s plan to curtail the cumulative incentive
payment to ₹ 5,000 crores. Additionally, it has been notified that the MEIS scheme is to be withdrawn w.e.f. January
1, 2021 and that a new scheme will replace the current MEIS scheme.
The following table sets forth select financial data from our restated consolidated statement of profit and loss for the
quarters ended June 30, 2021 and 2020 and for the Financials years 2019, 2020 and 2021, the components of which
are also expressed as a percentage of total revenue from operations for such years.
270
quarter ended quarter ended
Fiscal 2021 Fiscal 2020 Fiscal 2019
June 30, 2021 June 30, 2020
Particulars % of % of % of % of % of
Rs. in Rs. in Rs. in Rs. in Rs. in
Reven Reven Reven Reven Reven
Lacs Lacs Lacs Lacs Lacs
ue ue ue ue ue
Less:
Deferred 46.91 0.85 85.47 1.91 149.39 (0.76) 16.35 0.11 61.95 0.47
Tax
Net Profit
898.97 16.31 605.93 13.52 3,026.04 15.50 2031.55 14.11 1,901.27 14.31
for the year
Cost of materials consumed comprises of raw material costs incurred in production of MCC. The primary raw
materials involved in the manufacture of our products is wood pulp. Raw materials consumed represent a significant
majority of our total expenditure. Cost of materials consumed accounted for 45.30% and 49.32%, of our revenue from
operations for the quarter ended June 30, 2021 and June 30, 2020, respectively and 49.95%, 51.43% and 52.87% of
our revenue from operations for the Financial Year 2021, Financial Year 2020 and Financial Year 2019 respectively.
Changes in inventories of finished goods and work-in-progress consists of costs attributable to an increase or decrease
in inventory levels during the relevant financial period in finished goods and work-in progress. Changes in inventories
of finished goods and work-in-progress accounted for 5.42% and 4.97% of our revenue from operations for the quarter
ended June 30, 2021 and June 30, 2020, respectively and 1.44%, (1.35)% and (2.61)% of our revenue from operations
for the Financial Year 2021, Financial Year 2020 and Financial Year 2019, respectively.
Employee benefits expense includes (i) salaries and wages, including bonus; (ii) contribution to provident fund and
other funds, and (iii) workmen and staff welfare expenses amongst other expenses for staffers at plants and at office.
Employee benefits expense accounted for 12.23% and 8.58% of our revenue from operations for the quarter ended
June 30, 2021 and June 30, 2020, respectively and 8.86%, 10.36% and 9.31% of our revenue from operations for the
Financial Year 2021, Financial Year 2020 and Financial Year 2019, respectively.
Finance costs
Finance cost include interest expense on working capital facilities, term loans and on vehicle loans. Finance costs
accounted for 0.43% and 0.97% of our revenue from operations for the quarter ended June 30, 2021 and June 30,
2020, respectively and 0.64%, 1.63% and 2.60% of our revenue from operations for the Financial Year 2021, Financial
Year 2020 and Financial Year 2019, respectively.
Depreciation represents depreciation on our property, plant and equipment. Amortization represents amortization of
right of use assets and intangible assets. Depreciation is calculated on written down value method over the estimated
useful life of all assets, these lives are in accordance with Schedule II to the Companies Act, 2013. The estimated
useful lives, residual value and depreciation method are reviewed at end of each reporting period, with the effect of
any change in estimate accounted for on prospective basis.
Depreciation and amortization expense accounted for 1.08% and 1.11% of our revenue from operations for the quarter
ended June 30, 2021 and June 30, 2020, respectively and 1.18%, 1.36%, and 1.26% of our revenue from operations
for the Financial Year 2021, Financial Year 2020 and Financial Year 2019, respectively.
Other expenses
271
Other expenses include factory expenses, freight charges, consumption of stores, spares and consumables, repairs and
maintenance, travelling and conveyance, clearing and forwarding charges, selling and distribution expense, exhibition,
conference and seminars, legal and professional fees, rent, miscellaneous expenses, corporate social responsibility
expenditure, electricity charges, office expenses, insurance charges, donations and payment to auditors as statutory
audit fees and for certification matters. Other expenses accounted for 14.58% and 15.01% of our revenue from
operations for the quarter ended June 30, 2021 and June 30, 2020, respectively and 18.30%, 18.97% and 17.97% of
our revenue from operations for the Financial Year 2021, Financial Year 2020 and Financial Year 2019, respectively.
Quarter ended June 30, 2021 compared with the quarter ended June 30, 2020
Total revenue
Our total revenue increased by ₹ 1,030.60 lacs, or by 23.00%, from ₹ 4,481.64 lacs for the quarter ended June 30,
2020, to ₹ 5,512.24 lacs for the quarter ended June 30, 2021. This was primarily due to an increase in our revenue
from operations of primary product, and aided by increase in other income as well.
Our revenue from operations increased by ₹ 1,116.56 lacs, or by 25.50%, from ₹ 4,378.83 lacs for the quarter ended
June 30, 2020, to ₹ 5,495.39 lacs for the quarter ended June 30, 2021. This increase was primarily driven by volume
increase and also better realisations on MCC products due to optimal sales mix including special grades.
Other Income
Our other income decreased by ₹ 85.96 lacs, or by 83.61%, from ₹ 102.81 lacs for the quarter ended June 30, 2020,
to ₹ 16.85 lacs for the quarter ended June 30, 2021. The decrease was mainly due to nil income from MEIS and duty
drawback scheme.
Total Expenditure
Total expenses increased by ₹ 773.87 lacs, or by 21.60%, from ₹ 3,583.31 lacs for the quarter ended June 30, 2020,
to ₹ 4,357.18 lacs for the quarter ended June 30, 2021. This increase was primarily driven by ₹ 286.68 lacs or by
12.97% increase in cost of materials consumed, ₹ 290.00 lacs or by 75.44% increase in employee benefit expenses, ₹
130.81 lacs or by 19.44% increase in other expenses, over the quarter ended June 30, 2020.
Cost of raw materials consumed increased by ₹ 286.68 lacs or by 12.97% from ₹ 2,210.21 lacs for the quarter ended
June 30, 2020, to ₹ 2,496.89 lacs for the quarter ended June 30, 2021. Cost of materials consumed as a percentage of
total revenue declined marginally from 49.32% for the quarter ended June 30, 2020 to 45.30% for the quarter ended
June 30, 2021. This was due to mix of products being manufactured by us with our focus on manufacturing products
with higher profit margins.
Changes in inventories of finished goods and work-in-progress increased by 34.16% from ₹ 222.85 lacs for the quarter
ended June 30, 2020, to ₹ 298.98 lacs for the quarter ended June 30, [Link] was primarily attributable to higher
conversion of work in progress and finished goods into sales revenue.
Employee benefits expense increased by ₹ 290.00 lacs or by 75.44% from ₹ 384.41 lacs for the quarter ended June
30, 2020, to ₹ 674.40 lacs for the quarter ended June 30, 2021. This was primarily due to a general increase in the
salaries and wages, including bonus paid to our employees, which resulted from an increase in the number of
employees due to general growth in our manpower requirements for business operations. Employee benefit expenses
272
contributed 12.23% of the total revenues for the quarter ended June 30, 2021 vis-à-vis 8.58% of the total revenues for
the quarter ended June 30, 2020.
Finance costs
Finance costs decreased by ₹ 19.55 lacs or by 45.40% from ₹ 43.07 lacs for the quarter ended June 30, 2020 to ₹ 23.52
lacs for the quarter ended June 30, 2021. This decrease in finance costs was primarily on account of repayment of
loans and also securing lowered interest rates from our lenders. As a percentage of total revenue, Finance costs
contributed 0.43% of the total revenues for the quarter ended June 30, 2021 vis-à-vis 0.96% of the total revenues for
the quarter ended June 30, 2020.
Our depreciation and amortization expense increased by ₹ 9.81 lacs, or 19.65%, from ₹ 49.95 lacs for the quarter
ended June 30, 2020 to ₹ 59.76 lacs for the quarter ended June 30, 2021. The increase in depreciation was primarily
due to purchase of plant and machinery to increase the production capacity.
Other expenses
Other expenses increased by ₹ 130.81 lacs or by 19.44% from ₹ 672.82 lacs for the quarter ended June 30, 2020 to ₹
803.63 lacs for the quarter ended June 30, 2021. This was primarily due an increase of outward i) ₹ 85.54 lacs in
manufacturing expenses, including power & fuel, repairs and maintenance and labour wages (ii) ₹ 27.61 lacs in
insurance expenses and (iii) ₹ 22.54 lacs in carriage outward.
In light of above discussions, our profit before tax increased by ₹ 256.72 lacs or by 28.58% from ₹ 898.34 lacs for the
quarter ended June 30, 2020 to ₹ 1,155.06 lacs for the quarter ended June 30, 2021.
Tax expense
Our total tax expense decreased by ₹ 36.32 lacs from ₹ 292.40 lacs for the quarter ended June 30, 2020 to ₹ 256.09
lacs for the quarter ended June 30, 2021. This was largely driven by a decrease in deferred tax (credit) by ₹ 38.56 lacs
for the quarter ended June 30, 2021.
Profit
For the various reasons discussed above, and following adjustments for tax expense, we recorded an increase in our
profit by ₹ 293.04 lacs or by 48.36% from ₹ 605.93 for the quarter ended June 30, 2020 to ₹ 898.97 lacs for the quarter
ended June 30, 2021. Profit after tax as a percentage of total revenue stood at 16.40% for the quarter ended June 30,
2021versus 13.52% for the quarter ended June 30, 2020.
Total revenue
Our total revenue increased by ₹ 5,206.15 lacs, or by 36.17%, from ₹ 14,394.90 lacs in the Financial Year 2020, to ₹
19,601.05 lacs in the Financial Year 2021. This was primarily due to an increase in our revenue from operations of
primary product, and aided by increase in other income as well. There is an increase in sales volume, also increase in
sales realizations due to increased exports. The mix of higher contribution products increased.
Revenue from Operations
Our revenue from operations increased by ₹ 5,369.32 lacs or by 38.61% from ₹ 13,906.26 lacs in Financial Year 2020
to ₹ 19,275.58 lacs in Financial Year 2021. This increase was primarily driven by volume increase and also better
realisations on MCC products due to optimal sales mix including special grades.
273
Other Income
Our other income decreased by ₹ 163.16 lacs or by 33.39% from ₹ 488.64 lacs in the Financial Year 2020 to ₹ 325.48
lacs in Financial Year 2021. The decrease was mainly due to decrease in net gain on foreign currency transactions by
₹ 114.10 Lacs as compared to the Financial Year 2020.
Total Expenditure
Total expenses increased by ₹ 3,892.17 lacs or by 32.82% from ₹ 11,860.51 lacs in Financial Year 2020 to ₹ 15,752.68
lacs in Financial Year 2021. This increase was primarily driven by ₹ 2,387.88 lacs or by 32.25% increase in cost of
materials consumed, ₹ 839.68 lacs or by 30.57% increase in other expenses, ₹ 262.45 lacs or by 17.79% increase in
employee benefit expenses and s over Financial Year 2020.
Cost of raw materials consumed increased by ₹ 2,387.88 lacs or by 32.25% from ₹ 7,403.26 lacs in Financial Year
2020 to ₹ 9,791.14 lacs in Financial Year 2021 on account of higher production resulting from an increase in volume
of sales. Cost of materials consumed as a percentage of total revenue however declined marginally from 51.43% in
Financial Year 2020 to 49.95% in Financial Year 2021. This was typically due to the mix of products being
manufactured by us with our focus on manufacturing products with higher profit margins.
Changes in inventories of finished goods and work-in-progress increased by 245.01% from an increase of ₹ (194.38)
lacs in Financial Year 2020 to an increase of ₹ 281.88 lacs in Financial Year 2021. This was primarily attributable to
higher conversion of work in progress and finished goods into sales revenue. This was also in tune with the
management’s decision to ensure enhanced production and managing continuity of production without any disruption
arising from supply chain and logistics issues due to lockdown on account of COVID-19 pandemic.
Employee benefits expense increased by ₹ 262.45 lacs or by 17.79% from ₹ 1,475.07 lacs in Financial Year 2020 to
₹ 1,737.52 lacs in Financial Year 2021. This was primarily due to a general increase in the salaries and wages,
including bonus paid to our employees, which resulted from an increase in the number of employees due to general
growth in our manpower requirements for business operations. Employee benefit expenses contributed 10.36% of the
total revenues for the Financial Year 2020 vis-à-vis 8.86% of the total revenues for the Financial Year 2021.
Finance costs
Finance costs decreased by ₹ 109.50 lacs or by 46.70% from ₹ 234.47 lacs in Financial Year 2020 to ₹ 124.97 lacs in
Financial Year 2021. This decrease in finance costs was primarily on account of repayment of loans and also securing
lowered interest rates from our lenders in Financial Year 2021. As a percentage of total revenue, Finance costs
contributed 0.64% of the total revenues for the Financial Year 2021 vis-à-vis 1.63% of the total revenues for the
Financial Year 2020.
Our depreciation and amortization expense increased by ₹ 35.39 lacs, or 18.08%, from ₹ 195.70 lacs in Financial Year
2020 to ₹ 231.09 lacs in Financial Year 2021. The increase in depreciation was primarily due to purchase of balancing
plant and machineries at all our locations in Financial Year 2021.
Other expenses
Other expenses increased by ₹ 839.68 lacs or by 30.57% from ₹ 2,746.39 lacs in Financial Year 2020 to ₹ 3,586.07
lacs in Financial Year 2021. This was primarily due an increase of (i) ₹ 437.75 lacs in carriage outward ii) ₹ 334.31
274
lacs in manufacturing expenses, including power & fuel, repairs and maintenance and labour wages and (iii) ₹ 150.83
lacs in insurance expenses,
In light of above discussions, our profit before tax increased by ₹ 1,313.98 lacs or by 51.85% from ₹ 2,534.39 lacs in
Financial Year 2020 to ₹ 3,848.37 lacs in Financial Year 2021.
Tax expense
Our total tax expense increased by ₹ 319.52 lacs from ₹ 502.83 lacs in Financial Year 2020 to ₹ 822.35 lacs in Financial
Year 2021. This was largely driven by an increase in current tax by ₹ 186.48 lacs and deferred tax (credit) by ₹ 133.04
lacs in the Financial Year 2020.
Profit
For the various reasons discussed above, and following adjustments for tax expense, we recorded an increase in our
profit by ₹ 994.48 lacs or by 48.95% from ₹ 2,031.55 lacs in Financial Year 2020 to ₹ 3,026.03 lacs in Financial Year
2021. Profit after tax as a percentage of total revenue stood at 15.44% for Financial Year 2021 versus 13.97% for
Financial Year 2020.
Total revenue
Our total revenue increased by ₹ 1,107.13 lacs, or by 8.33%, from ₹ 13,287.77 lacs in the Financial Year 2019, to ₹
14,394.90 lacs in the Financial Year 2020. This was primarily due to an increase in our revenue from operations of
primary product, and aided by increase in other income as well. There is a marginal increase in sales volume, and thus
the growth was regular in nature.
Our revenue from operations increased by ₹ 1,007.45 lacs or by 7.81% from ₹ 12,898.81 lacs in Financial Year 2019
to ₹ 13,906.26 lacs in Financial Year 2020. This increase was primarily driven by volume increase and also better
realisations on MCC products due to optimal sales mix including special grades.
Other Income
Our other income increased by ₹ 99.68 lacs or by 25.63% from ₹ 388.96 lacs in Financial Year 2019 to ₹ 488.64 lacs
in Financial Year 2020. This increase was driven by increase in MEIS income (operating other income) and net gain
on foreign currency transactions and translations (non-operating other income).
Total Expenditure
Total expenses increased by ₹ 1,045.48 lacs or by 9.67% from ₹ 10,814.93 lacs in Financial Year 2019 to ₹ 11,860.51
lacs in Financial Year 2020. This increase was primarily driven by ₹ 378.51 lacs or by 5.39% increase in cost of
materials consumed, ₹ 238.28 lacs or by 19.27% increase in employee benefit expenses and ₹ 358.45 lacs or by 15.01%
increase in other expenses over Financial Year 2019.
275
Cost of materials consumed
Cost of raw materials consumed increased marginally by ₹ 378.51 lacs or by 5.39% from ₹ 7,024.75 lacs in Financial
Year 2019 to ₹ 7,403.26 lacs in Financial Year 2020 on account of higher production resulting from an increase in
volume of sales. Cost of materials consumed as a percentage of total revenue however declined marginally from
52.87% in Financial Year 2019 to 51.43% in Financial Year 2020. This was typically due to the mix of products being
manufactured by us with our focus on manufacturing products with higher profit margins.
Changes in inventories of finished goods and work-in-progress reduced by ₹ 152.45 lacs or by 43.96% from a decrease
of ₹ 346.83 lacs in Financial Year 2019 to a decrease of ₹ 194.38 lacs in Financial Year 2020. This was primarily
attributable to higher conversion of work in progress and finished goods into sales revenue. This was also in tune with
the management’s decision to ensure enhanced production and managing continuity of production without any
disruption arising from supply chain and logistics issues due to lockdown on account of COVID-19 pandemic.
Employee benefits expense increased by ₹ 238.28 lacs or by 19.27% from ₹ 1,236.79 lacs in Financial Year 2019 to
₹ 1,475.07 lacs in Financial Year 2020. This was primarily due to a general increase in the salaries and wages,
including bonus paid to our employees, which resulted from an increase in the number of employees due to general
growth in our manpower requirements for business operations. Employee benefit expenses contributed 9.31% of the
total revenues for the Financial Year 2019 vis-à-vis 10.36% of the total revenues for the Financial Year 2020.
Finance costs
Finance costs decreased by ₹ 110.62 lacs or by 32.06% from ₹ 345.09 lacs in Financial Year 2019 to ₹ 234.47 lacs in
Financial Year 2020. This decrease in finance costs was primarily on account of repayment of loans and also securing
lowered interest rates from our lenders in Financial Year 2020. As a percentage of total revenue, Finance costs
contributed 1.63% of the total revenues for the Financial Year 2020 vis-à-vis 2.61% of the total revenues for the
Financial Year 2019.
Our depreciation and amortization expense increased by ₹ 28.51 lacs, or 17.05%, from ₹ 167.19 lacs in Financial Year
2019 to ₹ 195.70 lacs in Financial Year 2020. The increase in depreciation was primarily due to purchase of balancing
plant and machineries at all our locations in Financial Year 2020.
Other expenses
Other expenses increased by ₹ 358.45 lacs or by 15.01% from ₹ 2,387.94 lacs in Financial Year 2019 to ₹ 2,746.39
lacs in Financial Year 2020. This was primarily due an increase of (i) ₹ 117.05 lacs in manufacturing expenses,
including power & fuel, repairs and maintenance and labour wages and (ii) ₹ 225.11 lacs in selling, professional
consultancy and travel amongst other expenses.
In light of above discussions, our profit before tax increased marginally by ₹ 61.55 lacs or by 2.49% from ₹ 2,472.84
lacs in Financial Year 2019 to ₹ 2,534.39 lacs in Financial Year 2020.
Tax expense
Our total tax expense decreased by ₹ 68.73 lacs or by 12.03% from ₹ 571.56 lacs in Financial Year 2019 to ₹ 502.83
lacs in Financial Year 2020. This was largely driven by a reduction in deferred tax (credit) of ₹ 45.60 lacs and a
reduction in current tax by a sum of ₹ 23.13 lacs in Financial Year 2020.
276
Profit
For the various reasons discussed above, and following adjustments for tax expense, we recorded an increase in our
profit by ₹ 130.28 lacs or by 6.85% from ₹ 1,901.27 lacs in Financial Year 2019 to ₹ 2,031.55 lacs in Financial Year
2020. Profit after tax as a percentage of total revenue stood at 13.97% for Financial Year 2020 versus 14.21% for
Financial Year 2019.
Total revenue
Our total revenue increased by ₹ 2,909.28 lacs, or by 28.03%, from ₹ 10,378.49 lacs in the Financial Year 2018, to ₹
13,287.77 lacs in the Financial Year 2019. This was primarily due to an increase in our revenue from operations.
Our revenue from operations increased by ₹ 2,825.21 lacs or by 28.05% from ₹ 10,073.00 lacs in Financial Year 2018
to ₹ 12,898.81 lacs in Financial Year 2019. This increase was primarily driven by volume increase and also better
realisations on MCC products due to optimal product mix including special grade.
Other Income
Our other income increased by ₹ 83.47 lacs or by 27.32% from ₹ 305.49 lacs in Financial Year 2018 to ₹ 388.96 lacs
in Financial Year 2019. This increase was driven by increase in MEIS income (operating other income).
Total Expenditure
Total expenses increased by ₹ 1,396.74 lacs or by 14.83% from ₹ 9,418.19 lacs in Financial Year 2018 to ₹ 10,814.93
lacs in Financial Year 2019. This increase was primarily driven by ₹ 959.48 lacs or by 15.82% increase in cost of
materials consumed, ₹ 342.66 lacs or by 38.32% increase in employee benefit expenses and ₹ 262.95 lacs or by 12.37%
increase in other expenses over Financial Year 2018.
Cost of raw materials consumed increased by ₹ 959.48 lacs or by 15.82% from ₹ 6,065.27 lacs in Financial Year 2018
to ₹ 7,024.75 lacs in Financial Year 2019 on account of higher production resulting from an increase in volume of
sales. Cost of materials consumed as a percentage of total revenue however declined marginally from 58.44% in
Financial Year 2018 to 52.87% in Financial Year 2019. This was typically due to the mix of products being
manufactured by us with our focus on manufacturing products with higher realizations.
Changes in inventories of finished goods and work-in-progress reduced further by ₹ 162.33 lacs or by 87.98% from a
decrease of ₹ 184.50 lacs in Financial Year 2018 to a decrease of ₹ 346.83 lacs in Financial Year 2019. This was
primarily attributable to higher production schedule resulting into work in progress and finished goods at the year end.
Employee benefits expense increased by ₹ 342.66 lacs or by 38.32% from ₹ 894.12 lacs in Financial Year 2018 to ₹
1,236.79 lacs in Financial Year 2019. This was primarily due to a general increase in the salaries and wages, including
bonus paid to our employees, which resulted from an increase in the number of employees due to general growth in
our manpower requirements for business operations. Employee benefit expenses contributed 8.62% of the total
revenues for the Financial Year 2018 vis-à-vis 9.31% of the total revenues for the Financial Year 2019.
277
Finance costs
Finance costs decreased by ₹ 33.92 lacs or by 8.95% from ₹ 379.01 lacs in Financial Year 2018 to ₹ 345.09 lacs in
Financial Year 2019. This was the initial stage of rationalising our finance costs which we had undertaken with the
aim of reducing debt and consequent finance costs to boost the bottom-line, without sacrificing growth. As a
percentage of total revenue, Finance costs contributed 2.60% of the total revenues for the Financial Year 2019 vis-à-
vis 3.65% of the total revenues for the Financial Year 2018.
Our depreciation and amortization expense increased by ₹ 27.90 lacs, or 20.03%, from ₹ 139.29 lacs in Financial Year
2018 to ₹ 167.19 lacs in Financial Year 2019. The increase in depreciation was primarily due to regular purchase of
balancing plant and machineries at all our locations in Financial Year 2019, needed to compliment the growth in our
Company’s turnover.
Other expenses
Other expenses increased by ₹ 262.95 lacs or by 12.37% from ₹ 2,124.99 lacs in Financial Year 2018 to ₹ 2,387.94
lacs in Financial Year 2019. This was primarily due an increase of (i) ₹ 163.07 lacs in manufacturing expenses,
including power & fuel, repairs and maintenance, labour wages and water charges and (ii) ₹ 99.88 lacs in rates and
taxes, selling expenses, professional consultancy and travel amongst other expenses.
In light of above discussions, our profit before tax increased by ₹ 1,512.54 lacs or by 157.51% from ₹ 960.30 lacs in
Financial Year 2018 to ₹ 2,472.84 lacs in Financial Year 2019. Our profit before tax as a percentage of total revenue
stood at 18.61% for the Financial Year 2019 versus 9.25% for the Financial Year 2018.
Tax expense
Taking into view the increase in growth and turnover, our total tax expense increased by ₹ 303.50 lacs or by 113.22%
from ₹ 268.06 lacs in Financial Year 2018 to ₹ 571.56 lacs in Financial Year 2019. This was largely driven by increase
in current tax ₹ 272.00 lacs in Financial Year 2018 to ₹ 509.61 lacs in Financial Year 2019 and deferred tax of ₹ 61.95
lacs in Financial Year 2019.
Profit
For the various reasons discussed above, and following adjustments for tax expense, we recorded an increase in our
profit by ₹ 1,192.47 lacs or by 171.38% from ₹ 695.82 lacs in Financial Year 2018 to ₹ 1,888.29 lacs in Financial
Year 2019. Profit after tax as a percentage of total revenue stood at 14.21% for Financial Year 2019 versus 6.70% for
Financial Year 2018.
Cash Flows
The following table sets forth certain information relating to our cash flows under Ind AS for the quarter ended June
30, 2021 and June 30, 2020 and for the Financial Year 2021, Financial Year 2020 and Financial Year 2019:
(All amounts in ₹lacs)
June 30, June 30, As at As at
2021 2020 As at 31st 31st 31st
Particulars
Mar 2021 Mar Mar
2020 2019
Net cash flow from operating activities (355.70) 570.75 2,955.11 1,213.86 1,445.88
Net cash flow used in investing activities (596.20) (138.23) (1,143.23) (682.41) (595.93)
Net cash flow (used in)/from financing activities 461.56 (293.88) (1,069.22) 314.29 (893.42)
Net increase in cash and cash equivalents (490.34) 138.64 742.66 845.74 (43.47)
Cash and cash equivalents at the beginning of the year 1,801.64 1,058.98 1,058.98 213.24 256.70
278
June 30, June 30, As at As at
2021 2020 As at 31st 31st 31st
Particulars
Mar 2021 Mar Mar
2020 2019
Cash and cash equivalents at the end of the year 1,311.30 1,197.62 1,801.64 1,058.98 213.24
Net cash generated from operating activities for the quarter ended June 30, 2021 was ₹ (355.70) lacs and our profit
before tax that period was ₹ 1,155.06 lacs. The difference was primarily attributable to Depreciation of ₹ 59.76 lacs,
Finance costs of ₹ 23.52 lacs and thereafter change in inventories, trade receivables, trade payables and other liabilities
of ₹ (138.84) lacs, ₹ (924.56) lacs, 285.35 lacs and 79.58 lacs respectively, resulting in gross cash generated from
operations at ₹ (146.66) lacs. We paid an income tax of ₹ 209.18 lacs.
Net cash generated from operating activities for the quarter ended June 30, 2020 was ₹ 570.75 lacs and our profit
before tax that period was ₹ 898.34 lacs. The difference was primarily attributable to Depreciation of ₹ 49.95 lacs,
Finance costs of ₹ 43.07 lacs and thereafter change in inventories, trade receivables, trade payables and other liabilities
of ₹ 574.17 lacs, ₹ 551.41 lacs, 40.29 lacs and 246.77 lacs respectively, resulting in gross cash generated from
operations at ₹ 777.68 lacs. We paid an income tax of ₹ 206.93 lacs.
Net cash generated from operating activities in the Financial Year 2021 was ₹ 2,955.11 lacs and our profit before tax
that period was ₹ 3,848.37 lacs. The difference was primarily attributable to Depreciation of ₹ 231.09 lacs, Finance
costs of ₹ 124.97 lacs and thereafter change in inventories, trade receivables, trade payables and other liabilities of ₹
672.63 lacs, ₹ 815.49 lacs, 72.02 lacs and 109.26 lacs respectively, resulting in gross cash generated from operations
at ₹ 3,619.33 lacs. We paid an income tax of ₹ 672.96 lacs.
Net cash generated from operating activities in the Financial Year 2020 was ₹ 1,213.86 lacs and our profit before tax
that period was ₹ 2,534.39 lacs. The difference was primarily attributable to Depreciation of ₹ 195.70 lacs, Finance
costs of ₹ 234.47 lacs and thereafter change in inventories, trade receivables, trade payables and other liabilities of ₹
536.24 lacs, ₹ 289.76 lacs, 161.27 lacs and 641.88 lacs respectively, resulting in gross cash generated from operations
at ₹ 1,700.28 lacs. We paid an income tax of ₹ 486.48 lacs.
Net cash generated from operating activities in the Financial Year 2019 was ₹ 1,445.88 lacs and our profit before tax
that period was ₹ 2,472.84 lacs. The difference was primarily attributable to Depreciation of ₹ 167.19 lacs, Finance
costs of ₹ 345.09 lacs and thereafter change in inventories, trade receivables, trade payables and other liabilities of ₹
658.81 lacs, ₹ 440.37 lacs, 48.52 lacs and 465.10 lacs respectively, resulting in gross cash generated from operations
at ₹ 1,948.63 lacs. We paid an income tax of ₹ 509.61 lacs.
For the quarter ended June 30, 2021, our net cash used in investing activities was ₹ 596.20 lacs, which was primarily
for purchase of plant and machinery of ₹ 400.16 lacs and other assets of ₹ 198.45 lacs. We also received interest
income of ₹ 2.41 lacs during the said year.
For the quarter ended June 30, 2020, our net cash used in investing activities was ₹ 138.23 lacs, which was primarily
for purchase of plant and machinery of ₹ 101.03 lacs and other assets of ₹ 39.36 lacs. We also received interest income
of ₹ 2.16 lacs during the said year.
In the Financial Year 2021, our net cash used in investing activities was ₹ 1,143.23 lacs, which was primarily for
purchase of plant and machinery of ₹ 928.39 lacs and other assets of ₹ 208.50 lacs. We also received interest income
of ₹ 8.65 lacs during the said year.
In the Financial Year 2020, our net cash used in investing activities was ₹ 682.41 lacs, which was primarily for
purchase of plant and machinery of ₹ 592.59 lacs and other assets of ₹ 96.54 lacs. We also received interest income
of ₹ 6.71 lacs during the said year.
279
In the Financial Year 2019, our net cash used in investing activities was ₹ 595.93 lacs, which was primarily for
purchase of plant and machinery of ₹ 593.85 lacs and other assets of ₹ 16.89 lacs. Our Company also received inflows
from interest income and investments of ₹ 8.76 lacs and ₹ 6.05 lacs respectively.
For the quarter ended June 30, 2021, our net cash used in financing activities was ₹ 461.56 lacs. This was primarily
due to repayment of ₹ 8.01 lacs as long term borrowing (net), ₹ 492.72 lacs received as proceeds from short term
borrowings (net), in addition to payments towards loans finance costs of ₹ 23.52 lacs.
For the quarter ended June 30, 2020, our net cash used in financing activities was ₹ 293.88 lacs. This reflected ₹ 44.58
lacs received as proceeds from long term borrowing (net), ₹ 294.72 lacs repaid as short term borrowings (net), in
addition to payments towards loans finance costs of ₹ 43.07 lacs.
In the Financial Year 2021, our net cash used in financing activities was ₹ 1,069.22 lacs. This was primarily due to
repayment of ₹ 2.30 lacs as long term borrowing (net), ₹ 872.52 lacs repaid as short term borrowings (net), in addition
to payments towards loans finance costs of ₹ 124.97 lacs and ₹ 76.82 lacs paid towards dividend on equity shares.
In the Financial Year 2020, our net cash generated from financing activities was ₹ 314.29 lacs. This reflected ₹ 67.59
lacs received as proceeds from long term borrowing (net), ₹ 500.77 lacs received as proceeds from short term
borrowings (net). There were also payments towards loans finance costs of ₹ 234.47 lacs and ₹ 36.05 lacs paid towards
dividend on equity shares.
In the Financial Year 2019, our net cash used in financing activities was ₹ 893.42 lacs. This was primarily due to
repayment of ₹ 210.03 lacs as long term borrowing (net), ₹ 298.75 lacs repaid as short term borrowings (net), in
addition to payments towards loans finance costs of ₹ 345.09 lacs and ₹ 36.05 lacs paid towards dividend on equity
shares.
We fund our operations primarily with cash flow from operating activities and borrowings / credit facilities from
banks. Our primary use of funds has been to pay for our working capital requirements and capital expenditures and
for expansion of our manufacturing facilities. We evaluate our funding requirements regularly in light of our cash
flow from our operating activities and market conditions. In case our cash flows from operating activities do not
generate sufficient cash flows, we may rely on other debt or equity financing activities, subject to market conditions.
Our Company had consolidated cash and cash equivalents of ₹ 1,801.64 lacs as of March 31, 2021, ₹ 1,058.98 lacs as
of March 31, 2020 and ₹ 213.24 lacs as of March 31, 2019. As of March 31, 2021, we had long term borrowings of ₹
261.88 lacs and short term borrowings of ₹ 1,830.82 lacs. The following table sets forth certain information relating
to our outstanding indebtedness as of March 31, 2021 on a consolidated basis:
280
For further and detailed information on our indebtedness, see “Risk Factor No. 48 - Our agreements with lenders for
financial arrangements contain restrictive covenants for certain activities and if we are unable to get their approval, it
might restrict our scope of activities and impede our growth plans.” on page 45 and “Financial Indebtedness” on page
268.
Total Asset
Our total assets increased by 31.03% to Rs. 15,141.99 lakhs for the quarter ended June 30, 2021 from Rs. 11,555.90
Lakhs for the quarter ended June 30, 2020. The increase is primarily on account of increase in trade receivables from
Rs. 3,311.64 Lakhs for the quarter ended June, 2020 to Rs. 4,500.28 Lakhs for the quarter ended June, 2021 which
were proportionately increased considering sales, and increase in property, plant and equipment from Rs. 3,142.21
Lakhs for the quarter ended June 30, 2020 to Rs. 4,038.78 Lakhs for the quarter ended June 30, 2021 due to additional
investment in property, plant and equipment to increase production capacity, production capacity increased form
11,880 MT to 13,000 MT during this period and other assets from Rs. 5,102.05 Lakhs for the quarter ended June 30,
2020 to Rs. 6,602.93 Lakhs for the quarter ended June 30, 2021 which were increased as there is an increase in
turnover.
Our total assets increased by 22.23% to Rs. 13340.73 lakhs for the financial year 2021 from Rs. 10914.39 Lakhs for
the financial year 2020. The increase is primarily on account of increase in trade receivables from Rs. 2760.23Lakhs
in FY 2020 to Rs. 3575.72 Lakhs in the FY 2021 which were proportionately increased considering sales, however
there is no significant change in the average collection period of 67 days, and increase in property, plant and equipment
from Rs.3122.93 Lakhs in FY 2020 to Rs.3763.32 Lakhs in the FY 2021 due to additional investment in property,
plant and equipment to increase production capacity, production capacity increased form 11,880 MT to 12,588 MT
during this period and other assets from Rs. 5031.23 Lakhs in FY 2020 to Rs. 6001.69 Lakhs in the FY 2021which
were increased as there is an increase in turnover.
For the Financial year 2020 it increased by 19.33% to Rs. 10914.39 Lakhs from Rs. 9146.25 Lakhs in the FY 2019,
The increase is primarily on account of increase in inventories from Rs. 2256.18 Lakhs in FY 2019 to Rs2792.42
Lakhs in the FY 2020, this increase of inventory is due to sudden announcement COVID lock down as a result of it
we could not despatch the material to our customers, and increase in PPE from Rs.2810.68 Lakhs in FY 2019 to
Rs.3122.93 Lakhs in the FY 2020 due to additional investment in property, plant and equipment with an intent to
increase production capacity and other assets from Rs. 4079.40 Lakhs in FY 2019 to Rs. 4999.04 Lakhs in the FY
2020.
Our total equity increased by 46.25% to Rs. 10,323.87 Lakhs for the quarter ended June 30, 2021 from Rs. 7,058.97
Lakhs for the quarter ended June 30, 2020. The increase is primarily on account of profits after tax for the quarter
ended June 30, 2021 which is Rs. 293.04 Lakhs.
Our total equity increased by 45.85% to Rs. 9419.94 Lakhs for the financial year 2021 from Rs. 6458.52 Lakhs for
the financial year 2020. The increase is primarily on account of profits after tax for the financial year 2021 which is
Rs. 3026.03 Lakhs. For the FY 2020 it increased by 43.90% to Rs. 6458.52 Lakhs from Rs. 4488.27 Lakhs in the FY
2019, increase was on account of profit after tax of Rs. 2031.55 Lakhs in the FY 2020.
Our total current assets increased by 28.58% to Rs. 9,975.08 Lakhs for the quarter ended June 30, 2021 from Rs.
7,758.18 Lakhs for the quarter ended June 30, 2020. The increase is primarily on account of increase in trade
receivables from Rs 3,311.64 Lakhs for the quarter ended June 30, 2020 to Rs. 4,500.28 Lakhs for the quarter ended
June 30, 2021 which were proportionately increased considering sales, , and other current assets from Rs. 163.93
Lakhs for the quarter ended June 30, 2020 to Rs. 284.80 Lakhs for the quarter ended June 30, 2021.
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Our total current assets increased by 20.89% to Rs. 8712.67 Lakhs for the financial year 2021 from Rs. 7207.12 Lakhs
for the financial year 2020. The increase is primarily on account of increase in trade receivables from Rs. 2760.23
Lakhs in FY 2020 to Rs. 3575.72 Lakhs in the FY 2021 which were proportionately increased considering sales,
however there is no significant change in the average collection period of 67 days, and other current assets from Rs.
4446.88 Lakhs in FY 2020 to Rs. 5136.94 Lakhs in the FY 2021. For the Financial year 2020 it increased by 21.58%
to Rs. 7207.12 Lakhs from Rs. 5928.02 Lakhs in the FY 2019, increase was on account of increase in inventories from
Rs. 2256.18 Lakhs in FY 2019 to Rs2792.42 Lakhs in the FY 2020 this increase of inventory is due to sudden
announcement COVID lock down as a result of it we could not despatch the material to our customers.
Our total non-current assets increased by 36.05% to Rs. 5,166.91 Lakhs for the quarter ended June 30, 2021 from Rs.
3,797.72 Lakhs for the quarter ended June 30, 2020. The increase is primarily on account of increase in property, plant
and equipment from Rs. 3,142.21 Lakhs for the quarter ended June 30, 2020 to Rs. 4,038.78 Lakhs for the quarter
ended June 30, 2021 due to additional investment in property, plant and equipment to increase production capacity,
production capacity increased form 11,880 MT to 13,000 MT during this period and increase in capital advances from
Rs. 139.29 Lakhs for the quarter ended June 30, 2020 to Rs. 451.13 Lakhs for the quarter ended June 30, 2021.
Our total non-current assets increased by 24.84% to Rs. 4628.07 Lakhs for the financial year 2021 from Rs. 3707.28
Lakhs for the financial year 2020. The increase is primarily on account of increase in property, plant and equipment
from Rs.3122.93 Lakhs in FY 2020 to Rs.3763.32 Lakhs in the FY 2021 due to additional investment in property,
plant and equipment to increase production capacity, production capacity increased form 11,880 MT to 12,588 MT
during this period and increase in capital advances from Rs. 100.04 Lakhs in the FY 2020 to Rs. 265.03 Lakhs in the
FY 2021. For the Financial year 2020 it increased by 15.20% to Rs. 3707.28 Lakhs from Rs. 3,218.23 Lakhs in the
FY 2019, increase was on account of increase in property, plant and equipment from Rs 2810.68 Lakhs in FY 2019
to Rs. 3122.93 Lakhs in the FY 2020 due to additional investment in property, plant and equipment with an intent to
increase production capacity.
Our total current liabilities increased by 6.66% to Rs. 4,075.57 lakhs for the quarter ended June 30, 2021 from Rs.
3,820.92 Lakhs for the quarter ended June 30, 2020. The increase is primarily on account of increase in total
outstanding to creditors other than MSME from Rs. 682.85 lakhs for the quarter ended June 30, 2020 to Rs. 1,080.51
Lakhs for the quarter ended June 30, 2021.
For the financial year 2021, our total current liabilities decreased by 17.68% to Rs. 3217.93 lakhs for the financial
year 2021 from Rs. 3909.17 Lakhs for the financial year 2020. The decrease is primarily on account of repayment of
current borrowings from Rs. 2703.34 lakhs in FY 2020 to Rs. 1830.82 Lakhs in the FY 2021. The increased profit
helped us to reduce liabilities. For the Financial year 2020 it decreased by 7.18% to Rs. 3909.17 Lakhs from Rs.
4211.54 Lakhs in the FY 2019, decrease was on account of decrease in trade payables to Rs. 723.14 Lakhs in FY 2020
from Rs. 884.41 Lakhs in the FY 2019. The increased profit helped us to reduce liabilities.
CONTINGENT LIABILITIES
Contingent liabilities
As of June 30, 2021, the estimated amount of contingent liabilities are as follows:
For further information on our contingent liabilities and commitments, see “Financial Statements” on page 268.
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Capital expenditures
Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily for investments
in property, plant and equipment for our manufacturing facilities and other intangible assets that shall be utilised to
further our business operations.
We do not have any off-balance sheet arrangements that have or which we believe reasonably likely to have a current
or future effect on our financial condition, changes in financial condition, revenue or expenses, operating results,
liquidity, capital expenditure or capital resources.
We enter into various transactions with related parties in the ordinary course of business including sale of goods, rent
paid and managerial remuneration. For further information relating to our related party transactions, see “Financial
Statements – Restated Financial Statements – Annexure VI- Notes to Restated Financial Statements – Note 34 –
Related party disclosures” on page 256.
There are no reservations, qualifications and adverse remarks by our Statutory Auditors since incorporation.
Details of Default, if any, including therein the amount involved, duration of default and present status, in
repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any
bank or financial institution
There have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment
of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by
the Company for the quarter ended June 30, 2021 and for the Financial year 2021, Financial Year 2020 and Financial
Year 2019.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, since
incorporation.
Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange
rates. In the normal course of business, we are exposed to certain market risks including foreign exchange rate risk
and interest risk.
Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value
of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our operations are
funded to a certain extent by borrowings. Our current loan facilities carry interest at variable rates as well as fixed
rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost of funding. There can
be no assurance that we will be able to do so on commercially reasonable terms, that our counterparties will perform
their obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.
Changes in currency exchange rates influence our results of operations. We import all of our key raw materials, the
price of which are denominated in foreign currency, which is mostly the United States Dollar. Our export sales, are
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primarily denominated in currencies other than Indian Rupees and provide a natural hedge against foreign exchange
fluctuations towards import of raw material. Although we selectively enter into hedging transactions to minimise our
foreign currency exchange risks, there can be no assurance that such measures will enable us to avoid the effect of
any adverse fluctuations in the value of the Indian Rupee against the United States Dollar or other relevant foreign
currencies.
Liquidity risk
Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. We have
availed working capital limits for our business operations such as maintaining and operating our manufacturing
facility, marketing and sales, developing new products and enhance existing products and the failure to obtain such
capital may adversely affect our growth prospects and future profitability.
Credit Risk
We are exposed to the risk that our counterparties may not comply with their obligations under a financial instrument
or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities, primarily
from trade receivables. Our customer base majorly has creditworthy counterparties which limits the credit risk,
however, there can be no assurance that our counterparties may not default on their obligations, which may adversely
affect our business and financial condition.
General
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One
actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money.
An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits and vice versa. This
assumption depends on the yields on the corporate/government bonds and hence the evaluation of liability is exposed
to fluctuations in the yields as at the valuation date.
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
As on date, there have been no unusual or infrequent events or transactions including unusual trends on account of
business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses.
2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 23, there are no significant economic
changes that may materially affect or likely to affect income from continuing operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue
or income from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 23, in our opinion there are no other
known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income
from continuing operations.
Our Company’s future costs and revenues will be determined by demand/supply situation, both of the end products as
well as the raw materials, government policies and budget constraints of our customer(s).
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5. Increases in net sales or revenue and Introduction of new products or services or increased sales prices
Increases in revenues are by and large linked to increases in volume of business and also dependent on the price
realisation on our products.
Except as disclosed elsewhere in the Red Herring Prospectus and this Prospectus, we have not announced and do not
expect to announce in the near future any new products or business segments.
7. Total Turnover of Each Major Industry Segment in Which the Issuer Operates
Our business is primarily into manufacturing of MCC and its derivatives and is a single reportable segment. Details
of the industry turnover and other relevant information is disclosed in the section “Industry Overview” beginning on
page 136.
8. Seasonality of business
The % of contribution of our Company’s customer vis-à-vis the total revenue from operations respectively for the
quarter ended June 30, 2021 and 2021 and as on Fiscal 2019, 2020 and 2021 is as follows:
The % of contribution of our Company’s supplier vis-à-vis the total revenue from operations respectively as on Fiscal
2019, 2020 and 2021 is as follows:
Competitive conditions are as described under the chapters “Industry Overview” and “Our Business” beginning on
pages 136 and 155 respectively.
11. Significant Developments after June 30, 2021 that may affect our results of operations
There have not arisen, since the date of the last financial statements disclosed in this Prospectus, any circumstances
which materially and adversely affect or are likely to affect our profitability taken as a whole or the value of our
consolidated assets or our ability to pay our liabilities within the next 12 months. For further information, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operation”, “Our Business”, “History
and Certain Corporate Matters” and “Risk Factors” on pages 233, 155,189 and 23, respectively.
Estimation of uncertainties relating to the global health pandemic from COVID-19 (COVID-19):
In view of the nationwide lockdown announced by the Government of India to control the spread of COVID-19, the
Company’s business operations were temporarily disrupted from March 24, 2020. The Company has resumed
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operations in a phased manner as per government directives, as we cater to the essential pharmaceutical sector. Based
on the immediate assessment of impact of COVID-19 on the operations of the Company and on-going discussions
with the Customers, vendors and service providers, the Company continues serving customer orders and obtaining
regular supply of raw materials and logistics services. The Management has considered the possible effects, if any,
that may result from the pandemic on the carrying amounts of its current and non-current assets, after considering
internal and external sources of information as at the date of approval of these financial statements. The Company has
considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of
Trade Receivables and Inventories. In assessing recoverability of trade receivables, the Company has considered
subsequent recoveries, past trends, credit risk profiles of the customers based on their industry, macroeconomic
forecasts and internal and external information available up to the date of issuance of these financial statements. In
assessing the recoverability of inventories, the Company has considered the cost prices, customer orders on hand and
margins. Based on the above assessment, the Company is of the view that carrying amounts of trade receivables and
inventories are expected to be realisable. The Company is also closely observing the situation prevailing with the
second wave of COVID-19 impacting India. The impact of COVID-19 may be different from that estimated as at the
date of approval of these financial statements, and the Company will continue to closely monitor the developments.
The Company has concluded that the impact of COVID-19 is currently not material to our Company, based on these
estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify
significant uncertainties relating to revenue in future periods.
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FINANCIAL INDEBTEDNESS
Set forth below is a brief summary of all the borrowings of our Company together with a brief description of certain
significant terms of such financing arrangements. As on September 15, 2021, our total outstanding secured borrowing
on a consolidated basis was ₹ 1,965.39 Lacs and total outstanding unsecured borrowing on a consolidated basis was
₹ 14.73 Lacs taking our consolidated debt to ₹ 1,980.12 Lacs.
Further, pursuant to a special resolution passed in the Extra-ordinary General Meeting of our Company held on January
09, 2020, the Board of Directors are authorized to borrow, from time to time, such sum or sums of moneys as the
Board may deem fit for the purpose of the business of the Company (apart from temporary loans obtained or to be
obtained from the Company’s bankers in the ordinary course of business), in excess to the aggregate of the paid-up
capital of our Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided
that the total amount of money/moneys borrowed by the Board of Directors and outstanding at one time shall not
exceed ₹ 10,000 lacs.
SECURED BORROWINGS
As on September 15, 2021, we have availed secured loans, the details of which are as under:
(₹ in lacs)
Sr. Nature of Facilities Tata Kotak Total available Amount Amount
No. Capital Mahindra Bank sanction outstanding as outstanding as
Financial Limited**^ on Sep 15, on March 31,
Services 2021 2021
Limited*
1. Working Capital
Cash Credit - 1,400.00 1,400.00 224.71 922.02
Working Capital 1,000.00 1,000.00 Nil Nil
Demand Loan
(Export Packing - (1,400.00) (1,400.00) 910.02 834.79
Credit / Post Shipment
Credit Foreign
Currency)
(Foreign Bill - (1,400.00) (1,400.00) Nil 59.37
Discounting / Foreign
Bill Negotiation)
Letter of Credit 300.00 300.00 Nil Nil
backed Bill
Discounting
Buyers Credit backed - (1,275.00) (1,275.00) 613.66 Nil
by Standby Letter of
Credit issued by
Indian Branch of
Kotak Mahindra Bank
Total Working - 2,700.00 2,700.00 1748.39 1,816.18
Capital Facilities
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Sr. Nature of Facilities Tata Kotak Total available Amount Amount
No. Capital Mahindra Bank sanction outstanding as outstanding as
Financial Limited**^ on Sep 15, on March 31,
Services 2021 2021
Limited*
Bank Guarantee - (5.00) (5.00) 100.67 83.49
Total Non-Fund - 1,275.00 1,275.00 185.32 270.78
Based Facilities
6.
Total Secured Credit 600.00 6,167.00 6,767.00 2,150.71 2,348.83
Facilities
(3 + 4 + 5)
*Tata Capital Financial Services Limited has sanctioned the abovementioned facilities vide its sanctions letter dated November 02,
2018. However, our Company has not availed the said loan till date.
**Kotak Mahindra Bank Limited sanctioned the abovementioned facilities vide its sanction letter dated February 04, 2021.
^Our Company is in the process of executing loan agreements with the Bank and making the relevant filings with the RoC under
Companies Act, 2013.
a. Interest:
The interest rate charged by the banks forming a part of the consortium differs and the details of the same have been
provided below:
1) Working Capital Facilities: The interest rate charged for working capital facilities is floating in nature, the rate
charged by Kotak Mahindra Bank Limited is 7% consisting of applicable REPO rate @ 4% and the spread of
3% or as mutually agreed between the Bank and the Company at the time of disbursement.
2) Term Loan Facility: The interest rate charged for Term Loan is floating in nature, the rate charged by Kotak
Mahindra Bank Limited is 7.50% consisting of applicable REPO rate @ 4% and the spread of 3.50% or as
mutually agreed between the Bank and the Company at the time of disbursement.
The interest rate charged for the term loan facility charged by TATA Capital Financial Services Limited and
Kotak Mahindra Bank Limited are floating in nature. The interest charged by TATA Capital Financial Services
is linked to Long Term Lending Rate (“LTLR”) at the rate of 11.75%.
The company (Sigachi) did not avail any loan from TATA Capital Financial Services Limited till date
(September 15, 2021).
b. Tenor: The tenor of the working capital facilities ranges from Sixty (60) days to twenty-four (24) months. The
tenor of the term loan sanctioned from Tata Capital Financial Services Limited is forty-eight (48) months and of
the term loan from Kotak Mahindra Bank Limited ranges from seventeen (17) months to sixty-six (66) months.
First charge on
all the present future current assets and movable fixed assets including book debt, outstanding monies
receivable, claims, demands, bills, contracts, engagement and securities whatsoever being the receivable which
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are now due and owing or which may at any time hereafter during the continuance of the security becomes due
and owing the Company in course of its business by any person, firm, company or body corporate, trust, society,
HUF or by the government department or office or any municipal body or public or semi government body or
authority or undertaking.
all the present future stock in trade including raw material, finished and semi-finished goods, goods in process
of manufacturing, consumable stores, other merchandise and whatsoever being stock now or at any time
hereafter belonging to the Company or at the disposal of the Company and now or at any time hereafter stored
or to be stored or brought into or upon the course of transit to the Company’s factory or premises or at any
other place whatsoever and whosesoever in the possession and occupation of at any other premises or place
anywhere in India.
all the present and future movable assets including all fixed assets, equipment, plant, machinery, appliances,
vehicles, tools, fixtures, fittings, spare parts, accessories, any accretions, alterations, other merchandise and
whatsoever being movable properties now or at any time hereafter lying, stored or to be stored or brought into
or upon or in course of transit to the Company’s factory or premises or at any other place whatsoever and where
over in possession and occupation or at any other premises or place anywhere in India.
all present and future of the Company’s stocks of raw materials, goods-in-process, semi-finished and finished
goods, consumable stores and spares and such other movables, including book debts, bills, whether
documentary or clean whether in the possession or under the control of the Company or not, whether now lying
loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the
continuance of these presents be brought into or upon or be stored or be in or about all the Company’s factories,
premises and god owns or wherever else the same may be or be held by any party to the order or disposition of
the Company or in the course of transit or on high seas or on order or delivery;
all present and future equipment of the Company including its spares, tools and accessories, whether installed
or not and whether in the possession or under the control of the Company, whether now lying loose or in cases
or which are now lying or stored in or about or shall hereafter from time to time during the continuance of these
presents be brought into or upon or be stored or be in or about the Company’s factories, premises and god owns
or wherever else the same may be or be held by any party to the order or disposition of the Company or in the
course of transit or on high seas or on order or delivery;
all related movables in the course of transit or in the course of delivery whether now belonging or which may
hereafter belong to the Company or which may be held by any person at any place within or outside India to
the order or disposition of the Company and all documents of title including bills of lading, shipping documents,
policies of insurance and other instruments and documents relating to such movables together with the benefits
of all rights thereto.
all present and future machinery, vehicles, motors, purchased/to be purchased including on deferred payment
terms including its spares, tools and accessories, whether In the possession or under the control of the Company
or not, whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from
time to time during the continuance of these presents be brought into or upon or be stored or be stored or be in
or about all the Company’s factories, premises and god owns or wherever else the same may be or be held by
any party to the order or disposition of the Company or in the course of transit or on high seas or on order or
delivery;
all the book debts, moneys, claims, demands, contracts, engagements, securities operating cash flows,
receivables, all other current assets, commissions and revenues of the Company, both present and future; and
all amounts owing to, and received and/or receivable by, the Company and/or any person on its behalf, all book
debts, trade receivables, all cash flows and receivables and proceeds arising and all rights, title, interest,
benefits, claims and demands whatsoever of the Company in, to or in respect of all the aforesaid assets,
including but not limited to the Company’s cash-in-hand, both present and future.
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First charge on the equipment purchased from the loan, the details of which have been provided below:
Based on the sanction letter dated November 02, 2018 issued by Tata Capital Financial Services Limited (TCFSL),
there has been a charge created on certain identified equipment(s) of the Company’s Hyderabad, Dahej and
Jhagadia units. However, our Company has not availed or drawn any amount from the sanctioned facility as on
date.
For loan facility availed from Kotak Mahindra Bank Limited - First charge by way of equitable mortgage on:
All that piece and parcel of land locate at factory land and building bearing plot number 20 in serial number
241 admeasuring 4843.80 sq. yards and 21 in serial number 242 admeasuring 3691.89 sq. yards situated at
phase I, Industrial Development Area, Pashamyalaram Village, Patancheru Mandal District, 502 307,
registered in the name of our Company;
All that piece and parcel of 20% of undivided share of interest in land and building admeasuring about 904.88
square yards (out of 4,524.86 square yards) with a built up area of 360 feet bearing plot number 21 situated
in and forming a part of serial number 339 at phase I, Industrial Development Area, Pashamyalaram Village,
Patancheru Mandal, Sanga Reddy District in the name of our Company.
All that piece and parcel of land locate at plot no. 33, H. No. 4-33. Ushodaya Enclave, Road No. 11, HIG
(extent of 427.77 sq yard) II, Madinaguda, Serlingampally, Hyderabad – 500 049 registered in the name of
Dr. C Dharani Devi;
All that piece and parcel of land locate at flat bearing no. S-1, second floor of Jaya Villa, Hno. 8-2-
293/82/HH/66/A plot no. 66 f HUDA heights, S no. 5(P) block J, TS Number 14(p), Block ward no. 12 of
Hakimpet Village (Shaikept) Situate at MLA colony road number 12, Banjara Hills, Golkonda Mandal, RR
District – 500 034 registered in the name of Rabindra Prasad Sinha;
All that piece and parcel of land locate at plot number 40, House number 4-40, Udhodya Enclave. Mytrinagar,
Road no. 11, BHEL, Selingampally, RR district – 500 049 registered in the name of Sudha Sinha; and
All that piece and parcel of land locate at agricultural land with total area of 21.34 acres bearing sy. No. 220,
220/A, 221, 221/A, 221/AA1, 225/A, 225/AA2, 225/AA, 226/A, 227/AA, 227/UU, 227/U, 229/E/3, 229/EE
Nandigama, Ramayampet, Medak - 502101 registered in the name of RPS Projects and Developers Private
Limited.
All that pieces or parcels of Leasehold land together with Industrial Factory land and Building constructed
on land area of an Industrial plot bearing Plot No. Z/16, admeasuring 10776.77 Sq. Mts. (tentative) together
with construction standing thereon, having construction areas as per site measurement 4172 Sq. Mtrs. in
Dahej SEZ, Gujarat. *
All that pieces or parcels of Leasehold land together with Industrial Factory land and Building constructed
on land area of an Industrial plot bearing Plot No. 763/2, Revenue Survey No. 97 Paiki admeasuring 5846.90
Sq. Mts. together with construction standing thereon situated at Jhagadia GIDC Industrial Estate, Gujarat; *
All that piece and parcel of Residential premises Bunglow No. 4, admeasuring 145.90 Sq. Mts. (Plot Area)
together with undivided proportionate share of Road etc. admeasuring 15.05 sq. mts. total admeasuring
160.95 sq. mts. Together with construction standing thereon situated at “Maurya Hexed Bunglows” Beside
Meghna Tenament, Off. Ankur to Ring Road, Naranpura, Mouje Vadaj, Taluka Sabarmati, Dist. Ahmedabad,
[Link] the name of Vijay Amrutlala Bhavsar;* and
Agricultural Land with Total area of 9.271/2 Acres bearing Serial numbers 1086, 1086/A, 1087, 1087/A,
1081/AA, 1082/A1, Nizampet Village and Gram Panchayat, Ramayampet Mandal, Medak District, 502 102,
in the name of RPS Projects and Developers Private Limited.^
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*Our Company has inadvertently failed to file form CHG-1 for registering the charge created on these properties with
the Registrar of Companies.
^The property has been added pursuant to the sanction letter dated February 04, 2021. We are in the process
of creating and registering a charge on the property.
d. Personal Guarantee: Personal Guarantees have been provided by our Managing Director and Chief Executive
Officer, Amit Raj Sinha and our Whole-time Directors namely, Rabindra Prasad Sinha, Chidambarnathan
Shanmuganathan and Vijay Amrutlal Bhavsar. Our Corporate Promoter, RPS Projects and Developers Private
Limited and members of our Promoter Group, Sudha Sinha and Dr. Dharani Devi have also extended guarantees
towards the repayment of the loan.
e. Repayment: The term loans availed by our Company are typically repayable in twenty - three (23) to sixty (60)
monthly instalments and the working capital facilities are typically repayable on demand.
Our Company shall not without the prior consent of the bank:
deal with or dispose of any interest in the assets or part thereof, create or attempt to create any charge, lien or any
further security interest or encumbrance of any kind, whatsoever, over the said assets or any part thereof;
the equipment or machinery shall be located or installed at the asset location as mentioned in the sanction letter
throughout the tenure of the facility and prior written consent of the Bank shall be taken in case of any change in
location;
remove or cause or permit to be removed any of the said assets from the place presently kept or sorted or will be
kept or stored save and expect the assets which are worn out or need to be replaced nor shall the Borrower divert
or permit diversion of the said assets while in transit to be brought into or stored in the aforesaid place;
raise any further loans or availing any facilities against the assets offered as security for the facilities for the bank;
carry out any change in the shareholding/ directorship/ partnership/ ownership of the Company;
repay any unsecured loans or advances availed from fiends/ relatives of the directors during the currency of the
Bank’s exposure;
create any encumbrance, charge on the properties;
sell or transfer/ alienate/ encumber or create third party rights in favour of anyone else in respect of and/ or
recover and/ or realise any of the hypothecated properties upon being prohibited in writing by the Bank from
doing so;
create or attempt to create in favour of any other person any lien, charge, pledge, mortgage or other encumbrances
over all or any of the hypothecated assets or over other similar assets whatsoever which the borrowers may acquire
hereafter, ranking either priority to or pari pasu with or subsequent to the security in favour of the Bank and will
not borrower any moneys against the hypothecated properties from any person without the previous consent in
writing of the Bank save to the extent as permitted expressly in writing by the Bank or as stated hereinbefore;
keep the said hypothecated properties in marketable state and good and substantial repair and condition and in
thorough working order and will not make any alterations therein;
directly or indirectly assign or in any manner transfer whether in whole or part any rights and/or obligations under
the deed;
reduce or change the promoter shareholding or change the promoter directorship resulting in change in
management control;
pledge of shares by promoters which may potentially change management control (if pledge is enforced);
sell or create in favour of any other party any mortgage, lien or charge or otherwise howsoever create any other
encumbrances or any interest in the Property nor shall the Company purport to create or enter into any agreement
or arrangement to create such mortgage, lien or charge and it is further agreed that the Company shall not, during
the subsistence of the Company and until payment of all dues, enter into any agreement for sale;
notify the Bank of any error or misstatement or change in any of the particulars relating to the property within 10
days after the discovery of such error or misstatement or change in the particulars;
shall not commit (during the subsistence of the mortgage) any act or deed whereby its interest in the Property is
likely to be terminated or cancelled;
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the power of leasing in respect of the Property or any part thereof contained in Section 65A of the Transfer of
Property Act shall not be exercised by the Company except with the prior permission of the Bank and in order to
preserve the mortgage security during the subsistence of the mortgage and until payment of all dues of the Bank;
shall not transfer or part with possession or create tenancy or license or induct any third party therein without the
prior permission of the Bank;
shall not change the nationality of Directors or guarantors;
take any further loans during the pendency of the loan;
not divert the funds availed from the Bank, during the pendency of the loan;
inform the Bank about the initiation of any proceedings under the willful defaulters and export and credit
guarantee corporation against the Company, its director, associates, group companies, family concerns and their
directors, etc.;
shall open a current account with any bank;
not utilise the facility only for the purpose for which it was extended by the Bank; and
shall keep the bank informed of the happenings- any event likely to have a substantial effect on their stock,
production sales, profits, etc., and such changes in the senior management, labour problems, go-down locations,
power cut cases filed against the borrower, happenings in the associate concerns, etc. along with the remedial
measures proposed and also provide for the details of any addition or deletion of associate or sister concerns.
VEHICLE LOANS
Our Company has availed the following vehicle loans from certain institutions, the details of which are as under:
UNSECURED BORROWINGS
Our Company has not availed any unsecured loans as of date of this Prospectus. However our Subsidiary, Sigachi US
Inc. has availed the following unsecured loan as under:
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SECTION VI – LEGAL AND OTHER INFORMATION
Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory
authorities; (iii) claims relating to direct and indirect taxes; (iv) disciplinary actions including penalties imposed by
SEBI or Stock Exchanges against the Promoters in the last five financial years, including any outstanding action; or
(v) Material Litigation (as defined below); involving our Company, Directors, Promoters and Subsidiaries.
Our Board, in its meeting held on August 6, 2021, determined that outstanding legal proceedings involving the
Company, its Directors, Promoters and Subsidiaries: (a) where the aggregate amount involved, in such individual
litigation exceeds 5% of the total revenue of our Company, as per last audited financial statements on a consolidated
basis; or (b) where the decision in one litigation is likely to affect the decision in similar litigations, even though the
amount involved in such single litigation individually may not exceed 5% of the total revenue of the Company as per
the last audited financial statements on a consolidated basis, if similar litigations put together collectively exceed 5%
of the profit after tax of the Company, on a consolidated basis, or (c) litigations whose outcome could have a material
impact on the business, operations, prospects or reputation of our Company, will be considered as material litigation
(“Material Litigation”).
Our Board of Directors considers dues owed by our Company to the small scale undertakings and other creditors
exceeding 20% of the trade payables for the last audited financial statements on a consolidated basis i.e. ₹159.03
lacs, as material dues for the Company. This materiality threshold has been approved by our Board of Directors
pursuant to the resolution passed on August 6, 2021. Further, for outstanding dues to any party which is a micro,
small or a medium enterprise (“MSME”), the disclosure will be based on information available with our Company
regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises Development
Act, 2006, as amended, as has been relied upon by the Statutory Auditors.
Except as stated in this section, there is no outstanding litigation involving our Subsidiary, which will have a material
impact on our Company. All terms defined in a particular litigation are for that particular litigation only.
1. Criminal Proceedings:
Nil
3. Tax Proceedings
Below are the details of pending tax cases involving our Company, specifying the number of cases pending and
the total amount involved:
(₹ in lacs)
Particulars Number of cases Amount involved*
Indirect Tax
Sales Tax/VAT Nil Nil
Central Excise Nil Nil
Customs Nil Nil
Service Tax 01 559.21
Total 01 559.21
Direct Tax
Cases filed against our Company Nil Nil
Cases filed by our Company Nil Nil
Total Nil Nil
*To the extent quantifiable
293
4. Disciplinary action taken by SEBI or Stock Exchanges
Nil
Nil
1. Criminal Proceedings
Nil
Nil
1. Criminal Proceedings
Nil
Nil
3. Tax Proceedings
Nil
Nil
1. Criminal Proceedings
Nil
Nil
Disciplinary action against our Promoters by SEBI or any stock exchange in the last five Fiscals
As on date of this Prospectus, no disciplinary action including penalty imposed by SEBI or stock exchanges has been
initiated against our Promoters in the last five Fiscals including any outstanding action.
294
3. LITIGATION INVOLVING OUR DIRECTORS
1. Criminal Proceedings
Nil
Nil
Nil
4. Tax Proceedings
Nil
Nil
1. Criminal Proceedings
Nil
Nil
1. Criminal Proceedings
Nil
Nil
Nil
4. Tax Proceedings
Nil
295
5. Other Material Litigations
Nil
1. Criminal Proceedings
Nil
Nil
In terms of the Materiality Resolution dated August 6, 2021, our Company has one (1) material creditor, as on date
of this Prospectus.
As on June 30, 2021, our Company has no amount payable or outstanding towards small-scale undertakings.
Details of amounts outstanding to material and other creditors is as follows:
(₹ in lacs)
Particulars No. of Creditors Amount
Outstanding dues to material creditors 1 325.90
Outstanding dues to small scale undertakings NIL NIL
Outstanding dues to other creditors 386 754.61
Total outstanding dues 387 1,080.51
Complete details of outstanding dues to our creditors as on June 30, 2021 is available at the website of our
Company, [Link]. Information provided on the website of our Company is not a part of this Prospectus
and should not be deemed to be incorporated by reference. Anyone placing reliance on any other source of
information, including our Company’s website, [Link], would be doing so at their own risk. For further
details, refer to the section titled “Financial Information” on page 229 of this Prospectus.
Except as disclosed in this Prospectus, there have not arisen, since the date of the last financial statements disclosed
in this Prospectus, any circumstances which materially and adversely affect or are likely to affect our profitability
taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12
months. For further details, please refer to the chapter titled “Management’s Discussion and Analysis of Financial
Position and Results of Operations” on page 233 of this Prospectus.
Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters
by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.
296
GOVERNMENT AND OTHER STATUTORY APPROVALS
We are required to obtain consents, licenses, registrations, permissions and approvals for carrying out our present
business activities. Our Company has obtained the necessary material consents, licenses, permissions and approvals
from the Government and various Government agencies required for our present business and carrying on our
business activities. For details in connection with the regulatory and legal framework within which we operate, please
refer the chapter “Key Industrial Regulations and Policies” on page 177 of this Prospectus. The main objects clause
of the Memorandum of Association and objects incidental to the main objects enable our Company to carry out its
activities.
The following statements set out the details of licenses, permissions and approvals taken by our Company under
various central and state laws for carrying out the business:
For the approvals and authorizations obtained by our Company in relation to the Issue, see “Other Regulatory and
Statutory Disclosures – Authority for the Issue” on page 312 of this Prospectus.
a) Our Company has received an in-principle approval from the NSE dated August 27, 2021 for listing of Equity
Shares issued pursuant to the Issue.
b) Our Company has received an in-principle approval from the BSE dated August 30, 2021 for listing of Equity
Shares issued pursuant to the Issue.
a) Certificate of Incorporation dated January 11, 1989 under the Companies Act, 1956 issued by Registrar of
Companies, Andhra Pradesh.
b) Certificate of Incorporation dated March 29, 2012 under the Companies Act, 1956 issued by Registrar of
Companies, Andhra Pradesh, consequent upon change of name of our Company to “Sigachi Industries
Limited”.
c) Certificate of Incorporation dated December 9, 2019 under the Companies Act, 2013 issued by Registrar of
Companies, Andhra Pradesh and Telangana, consequent upon conversion of our Company from a private
limited company to a public limited company and subsequent change of name to “Sigachi Industries Limited”.
d) Certificate of registration under the Employee State Insurance Act, 1948 bearing registration number
52000107360000304.
e) Intimation letter dated December 16, 1994 issued for allotment of code number AP/HY/27345 issued by the
Regional Provident Fund Commissioner, Andhra Pradesh.
f) Provisional trade license dated February 25, 2021 issued under Sections 521 and 622 of the Hyderabad
Municipal Corporation Act, 1955 for the year 2020-2021 issued by the Commissioner, GHMC Hyderabad.
g) Industrial Entrepreneurs Memorandum dated June 22, 2012 bearing entrepreneurs memorandum number
280042200820 issued by the General Manager District Industries Centre, Government of Andhra Pradesh,
Ministry of Commerce and Industry for manufacturing micro crystalline cellulose, chlorinated paraffin and
hydrochloric acid.
297
h) Certificate of Importer-Exporter Code dated December 9, 1994 (last modified as on June 17, 2021) bearing
IEC number 0991028759 issued by Foreign Trade Development Officer, Ministry of Commerce and Industry.
i) Udyog Aadhar certificate dated October 13, 2017 (last modified as on December 26, 2019) bearing number
TS25C0000466 issued by Ministry of Micro, Small and Medium Enterprises, Government of India valid till
December 31, 2021.
j) Udyam Registration Certificate dated December 12, 2020 bearing reference number UDYAM-TS-09-0007185
issued by Ministry of Micro, Small and Medium Enterprises, Government of India.
a) Our Company’s Permanent Account Number dated May 05, 2012 issued by the Income Tax Department is
AACCS8339R.
b) Our Company’s Tax Deduction and Collection Number dated May 19, 2020 issued by the Income Tax
Department is HYDS02266F.
c) Registration certificate of Goods and Services Tax (Telangana) bearing registration number
36AACCS8339R1ZI dated February 20, 2020 issued by the Government of India.
d) Registration certificate of Goods and Services Tax (Gujarat) bearing registration number 24AACCS8339R1ZN
dated February 14, 2020 issued by the Government of India.
e) Profession Tax Payer Registration Certificate (Telangana) bearing registration number 36704783423 dated
March 15, 2011 issued by the Commercial Taxes Department, Government of Andhra Pradesh issued under
the Andhra Pradesh Tax on Professions, Trades, Callings and Employment Act, 1987.
f) Profession Tax Payer Enrollment Certificate (Telangana) bearing registration number 210520137863 dated
March 15, 2011 issued by the Commercial Taxes Department, Government of Andhra Pradesh issued under
the Andhra Pradesh Tax on Professions, Trades, Callings and Employment Act, 1987.
As mentioned hereinabove, we require various approvals, licenses, registrations and permits to carry on our
operations in India. Some of these may expire in the ordinary course of business and applications for renewal of
such approvals are submitted in accordance with applicable procedures and requirements. An indicative list of the
material approvals required by our Company for conducting our operations is provided below.
1. The following is the list of the business-related approvals which have been availed for our manufacturing unit
situated at plot number 20 and 21, phase –1, IDA, Pashammailaram, Isanpur, Sangareddy, Hyderabad – 502 307,
Telangana, India:
298
Sr. Type of Issuing Authority Reference / Registration / Date of Issue/ Valid up to
No. License/Approval License No. Renewal
Control of Pollution) Act,
1981
3. Consolidated Consent and Member Secretary, TSPCB/RCP/HO/CFO/2017/881 June 3, 2017 March 31,
Authorisation for the use Telangana State 2022
of outlet for the discharge Pollution Control
of trade effluent and Board
emission due to operation
of industrial plant
4. Certificate of registration General Secretary, 09/07/0450/0276/20/1119/ November 9, November
issued for registering Jamiat Ulama 522/2 2020 17, 2021
“Microcrystalline Halal Foundation Registration Number: 0450
Cellulose& Co-Processed
Excipients” with Jamiat
Ulama Halal Foundation
5. Registration certificate Office of the CLP/SAN/ACL/SR/03867/2020 January 6, -
issued under the Contract Regional Officer, 2020
Labour (Regulation and Labour
Abolition) Act, 1970. Department,
6. Certificate for use of small Director of 128/2020-21 March 29, February
industrial boiler- low risk Boilers, Telangana Boiler number: MR11257 2021 28, 2022
state, Hyderabad
7. Certificate for use of Deputy Health 166/2020-21 October 29, October 15,
package boiler Officer (south Boiler number: TS/451 2020 2021
zone), Health
License
Department,
Ahmedabad
Municipal
Corporation
8. Certificate of Suitability European R0-CEP 2014-097-Rev 01 December 4, April 23,
Directorate for the 2020 2025
Quality of (Effective from
Medicines & April 24, 2020)
HealthCare
9. Central License issued Central Licensing 10016047000622 Date of June 27,
under the provisions of the Authority, Food renewal: May 2023
Food Safety & Standards Safety & 28, 2021
Act, 2006 Standards (Renewal
Authority of India, License)
Chennai
10. License Retention Fee Licensing 190/MD/AP/95/B/R December 23, December
Certificate Authority, Joint 2017 31, 2022
Director (FAC),
Drug Control
Administration,
Telangana state
11. USA Food and Drug Food and Drug 12850320602 October 22, December
Registration Certificate Administration 2020 31, 2022
Authority, United
States of America
12. License to sell, stock, Licensing TS/SGY/2018-31978 January 24, -
exhibit or offer for sale or Authority, 2018
distribute by wholesale Assistant Director,
drugs or other than those Drugs Control
specified in Schedule C, Administration
C(I) and X of the Drugs
and Cosmetics Act, 1940
13. Certificate for Good Deputy Director 8051/E1/2018 February 28, December
manufacturing practices as and Certifying 2019 31, 2022
299
Sr. Type of Issuing Authority Reference / Registration / Date of Issue/ Valid up to
No. License/Approval License No. Renewal
stipulated in Schedule ‘M’ Authority, Drug
of the Drugs and Control
Cosmetics Rules, 1945 Administration,
Government of
Telangana
14. Registration cum Deputy Director, CHEM/SSM-CUM-ME/S- May 3, 2017 May 2, 2022
membership certificate CHEMEXCIL 19/2017-18/150
issued by the Cosmetics &
Dyes Export Promotion
Council (CHEMEXCIL)
15. Diesel generator set Manager, SG/12-13/110 November 20, -
certificate Supernova 2012
Engineers Limited
2. The following is the list of the business-related approvals which have been availed for our manufacturing unit
situated at plot no-Z-16, SEZ unit, Dahej SEZ part-1, Dahej, Bharuch- 392130, Gujarat, India
300
Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No License/Approval License No. Issue/Renew
. al
1974 and under Section 21
of the Air (Prevention and
Control of Pollution) Act,
1981
6. Consolidated Consent and Gujarat Pollution AWH-107857 April 17, 2020 September
Authorisation for the use Control Board 15, 2024
of outlet for the discharge
of trade effluent and
emission due to operation
of industrial plant*
7. Registration certificate Assistant Labour BCH/2019/CLRA/100 September 25, -
issued under the Contract Commissioner, 2019
Labour (Regulation and Bharuch
Abolition) Act, 1970*
8. Certificate of Suitability European R0-CEP 2014-097-Rev 01 December 4, April 23,
Directorate for the 2020 2025
Quality of (Effective
Medicines & from April 24,
HealthCare 2020)
9. Permission to manufacture Commissioner, AP/SIGACHI/2019/SC- April 15, 2019 -
and market products under Food & Drug 1/34900/B
the Drugs & Cosmetics Control
Act, 1940 and rules made Administration,
thereunder Gujarat
10. Permission to manufacture Commissioner, AP/SigachiInds. /2015/SC- April 30,2015 -
and market products under Food & Drug 3/41098/B
the Drugs & Cosmetics Control
Act, 1940 and rules made Administration,
thereunder Gujarat
11. Permission to set up group Commissioner, Group Lab/Sigachi/2017/SC-3/ March 07, -
testing authorities for Food & Drug 2571416/ B 2017
Chemical & Physio Control
Chemical & Administration,
Microbiological Testing Gujarat
under the Drugs &
Cosmetics Act, 1940 and
rules made thereunder
12. License under Food & Commissioner, G/25/2017 June 10May May 21,
Drugs Control Food & Drugs 22, 2020 2025
Administration Control
Administration,
Gujarat State
13. License under Drugs & Commissioner, G/25/2017 July 17, 2020 May 21,
Cosmetics Act, 1940 and Food & Drugs 2025
rules thereunder to Control
manufacture additional Administration,
products Gujarat State
14. License under the Food Central Licensing 10016021002112 Date of the June 20,
Safety & Standards Act, Authority, FSSAI license: April 2022
2006 for manufacturing 30, 2020
and exporting 99.1 food Renewal date:
additives – June 21, 2020
Microcrystalline Cellulose
15. License under the Food Central Licensing 10021021000879 July 27, 2021 May 23,
Safety & Standards Act, Authority, FSSAI 2022
2006 for manufacturing
and exporting 99.1 food
additives for “Powdered
301
Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No License/Approval License No. Issue/Renew
. al
cellulose and Natamycin”,
(Microsrystalline
Cellulose and Xanathan
gum), (Microsrystalline
Cellulose and Magnesium
Stearate),
(Microsrystalline
Cellulose, Magnesium
Stearate, Croscarmellose
So Sodium and Colloidal
Silicon Dioxide),
(Microsrystalline
Cellulose and
Croscarmellose Sodium),
(Microsrystalline
Cellulose),
(Microsrystalline
Cellulose Di basic
Calcium Phosphate
Anhydrous and
Croscarmellose sodium),
(Microsrystalline
Cellulose, Mannitol and
Colloidal Silicon dioxide),
(Cellulose Gel, Cellulose
Gum and Carrageenan),
(Cellulose Gel Cellulose
Gum and Xanathan Gum),
(Cellulose Gel, Guar
Gum, Polysorbate and
Mono & Di-glyceride),
(Microsrystalline
Cellulose and
Carboxymethyl Cellulose)
16. Registration certificate Food and Drug 17998384032 December 3, December
under the US Food and Administration 2020 31, 2022
Drug Administration Authority, United
Facility States of America
17. Registration certificate Food and Drug 19912117188 December 24, December
under the US Food and Administration 2020 31, 2022
Drug Administration Authority, United
Facility States of America
18. Free sale certificate issued Commissioner, - March 13, March 12,
for manufacturing and Food & Drug 2020 2022
marketing of products Control
under the Drugs & Administration,
Cosmetics Act, 1940 Gujarat state,
Gandhinagar
19. License to manufacture for Commissioner, G/25/2017 June 10, 2020 May 22,
sale or distribution of Food & Drugs 2025
drugs other than those Control
specified in Schedule C, Administration
C(1) and X of the Drugs &
Cosmetics Act, 1940*
20. Registration cum Deputy Director, CHEM/SSM-CUM-ME/S- May 03, 2017 May 02,
membership certificate CHEMEXCIL 19/2017-18/150 2022
issued by the Cosmetics &
Dyes Export Promotion
Council (CHEMEXCIL)
302
Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No License/Approval License No. Issue/Renew
. al
21. Approval for storage of Deputy Controller A/P/WB/GJ/15/176 (P366243) October 14, -
petroleum not exceeding of Explosives, 2015
2o kilo liter of Class C in Vadodara
01 above ground tank in
the factory premises
22. Membership certificate for Bharuch Enviro CI/BD/086 October 18, -
common incineration Infrastructure 2018
facility for a quantity of 10 Limited
metric ton per year granted
by Bharuch Enviro
Infrastructure Limited
23. Membership certificate for Bharuch Enviro Oth/ 486 December 18, -
common solid waste Infrastructure 2015
disposal facility for a Limited
quantity of 06 metric ton
per year granted by
Bharuch Enviro
Infrastructure Limited
24. Product Permission for Food and Drugs G/25/2017 May 19, 2020 May
Microcrystalline Control (Doc ID PP658500718849) (Valid from 21,
Cellulose BP Administration May 22, 2020) 2025
25. Product Permission for Food and Drugs G/25/2017 May 19, 2020 May
Microcrystalline Control (Doc ID PP117400718847) (Valid from 21,
Cellulose Administration May 22, 2020) 2025
26. Product Permission for Food and Drugs G/25/2017 May 19, 2020 May
Microcrystalline Control (Doc ID PP691300718848) (Valid from 21,
Cellulose [Link] Administration May 22, 2020) 2025
27. Product Permission for Food and Drugs G/25/2017 May 19, 2020 May
Microcrystalline Control (Doc ID PP869300718850) (Valid from 21,
Cellulose USP Administration May 22, 2020) 2025
28. License to sell, stock or Assistant GJ-BHA-178772 August 26, August
exhibit (or offer) for sale Commissioner, 2020 25,
or distribute by wholesale Food & Drugs 2025
drugs specified in Control
Schedules C and C(1) Administration
excluding those specified
in Sch. X of the Drugs &
Cosmetics Act, 1940 –
Form 20B
29. License to sell, stock or Assistant GJ-BHA-178773 August 26, August
exhibit (or offer) for sale Commissioner, 2020 25,
or distribute by wholesale Food & Drugs 2025
drugs specified in Control
Schedules C and C(1) Administration
excluding those specified
in Sch. X of the Drugs &
Cosmetics Act, 1940 –
Form 21B
*The name of our Company has been changed from Sigachi Industries Private Limited to Sigachi Industries Limited, pursuant to
conversion of our Company from a private limited company to public limited company on these licenses. However, our Company
is in the process of applying for changing its name on the other licenses.
3. The following is the list of the business-related approvals which have been availed for our manufacturing unit
situated at plot no-763/2, GIDC, Jhagadia GIDC, Bharuch- 393 110, Gujarat, India
303
Sr. Type of Issuing Authority Reference / Registration / License Date of Valid up to
No. License/Approval No. Issue/Rene
wal
1. License to work a factory Deputy Director, Registration number: Renewed on December 31,
Industrial Safety 308/26999/2010 July 19, 2022
and Health Branch License number: 10212 2021)
2. Consent order for Gujarat Pollution License Number: March 19, March 18,
establishment of the Control Board GPCB/BRCH/NOC- 2018 2023
Board, expansion of the 3824/ID:10733/46788 (Renewed
Board under Section 25 on March
of the Water (Prevention 19, 2021) *
and Control of Pollution)
Act, 1974 and under
Section 21 of the Air
(Prevention and Control
of Pollution) Act, 1981
3. Consolidated Consent Gujarat Pollution AWH-78208 April 18, February 28,
and Authorization for the Control Board 2016 2021^
use of outlet for the
discharge of trade
effluent and emission
due to operation of
industrial plant
4. Certificate of Assistant Labour BCH/2019/CLRA/101 September -
Registration issued Commissioner, 25, 2019
under the Contract Bharuch
Labour (Regulation and
Abolition) Act, 1970.
5. Entrepreneurs’ District Industries IEM number: 24-021-12-01437 July 22, -
memorandum for setting Centre, Bharuch DIC/BHRE/EM/Part-2/7094 2010
up micro, small and
medium enterprises
6. Permission to set up Commissioner, Group Lab/Sigachi/2017/SC-3/ March 07, -
group testing authorities Food & Drug 2571416/ B 2017
for Chemical & Physio Control
Chemical & Administration,
Microbiological Testing Gujarat
under the Drugs &
Cosmetics Act, 1940 and
rules made thereunder
7. License under Food & Commissioner, G/25/2186 Renewed on May 21, 2025
Drugs Control Food & Drugs May 22,
Administration Control 2020
Administration,
Gujarat State
8. Certificate of Suitability European R0-CEP 2014-097-Rev 01 December April 23,
Directorate for the 4, 2020 2025
Quality of (Effective
Medicines & from April
HealthCare 24, 2020)
9. Registration cum Deputy Director, CHEM/SSM-CUM-ME/S- May 03, May 02, 2022
membership certificate CHEMEXCIL 19/2017-18/150 2017
issued by the Cosmetics
& Dyes Export
Promotion Council
(CHEMEXCIL)
10. Membership Certificate Bharuch Enviro JHG/022 March 12, -
issued for common Infrastructure 2016
waste disposal facility Limited
304
Sr. Type of Issuing Authority Reference / Registration / License Date of Valid up to
No. License/Approval No. Issue/Rene
wal
11. Membership Certificate Bharuch Enviro CI/JHG/011 March 12, -
issued for common Infrastructure 2016
incineration facility Limited
12. License to sell, stock and Licensing GJ-BHA-178771 August 26, August 25,
exhibit or (offer for sale) Authority, Assistant 2020 2025
or distribute for Director, Drugs
wholesale drugs other Control
than those specified in Administration
Schedule C, C(I) and X
of the Drugs and
Cosmetics Act, 1940 –
Form 20B
*
The Company has vide an application bearing reference no. 191063(CCA) renewed its license as on March 19, 2021
^Our Company has vide application dated March 24, 2021 applied for renewal of the Consolidated Consent and Authorization for
the use of outlet for the discharge of trade effluent and emission.
1. The following is the list of the quality related approvals which have been availed for our manufacturing unit
situated at plot number 20 and 21, phase –1, IDA, Pashammailaram, Isanpur, Sangareddy, Hyderabad – 502
307, Telangana, India:
Sr. Type of License / Issuing Authority Registration No. Date of Issue Valid
No. Approval upto
1. Attestation of conformity Raw Material Attestation number: 853271 January 13, December
of raw materials granted Service Manager, 2021 31, 2021
by ECOCERT Greenlife ECOCERT
for ensuring compliance
with the standard
COSMOS Version 03 of
non-organic raw
materials
2. TM Good Manufacturing Certification 4429515390673IN21/818844666 September 20, July 22,
Practices for Manager, SGS 2018 2021
manufacturing of EXCIPACT EN (February 2, (December
Microcrystalline 2021) 10, 2023)
Cellulose, and its Co-
Processed Excipients for
use as Pharmaceutical
Excipients*
3. Certificate issued for Certification body 4429515390673 September 20, July 22,
maintenance of at TUV NORD 2018 2021@
management systems as CERT GmnH
per Food Safety Systems
Certification 22000 (ISO
22000:2005, ISO/TS
22002-1:2009 and
additional FSSC 22000)
in production of Micro
Crystalline Cellulose /
Powdered Cellulose by
Hydrolysis, Filtration,
Drying, Milling,
Blending and Packing for
food applications
4. Certificate of United Registrar of 111469/A/0001/UK/Enand July 12, 2020 July 11,
Registration issued for Systems 111469/A/0002/UK/En 2023
recognition of quality
305
Sr. Type of License / Issuing Authority Registration No. Date of Issue Valid
No. Approval upto
management system
which complied with ISO
9001:2015 in
manufacturing, sales and
export of excipients.
5. Kosher Certificate issued Managing Trustee, - May 4, 2021 May 03,
to certify that that the Keneseth Eliyahoo 2022
product Micro Synagogue Trust
Crystalline Cellulose &
Co-processed Excipients
being exported abroad by
the Company is a
genuine Kosher product
6. Certificate of registration General Secretary, 09/07/0450/0276/20/1119 /522 /2 November 19, November
issued for registering Jamiat Ulama Halal 2020 17, 2021
“Microcrystalline Foundation
Cellulose& Co-
Processed Excipients”
with Jamiat Ulama Halal
Foundation*
*The name of our Company has been changed from Sigachi Industries Private Limited to Sigachi Industries Limited,
pursuant to conversion of our Company from a private limited company to public limited company on these licenses.
However, our Company is in the process of applying for changing its name on the other licenses.
@
Renewal is subject to audit of Unit I by the issuing authority.
2. The following is the list of the quality related approvals which have been availed for our manufacturing unit
situated at plot no-Z-16, SEZ unit, Dahej SEZ part-1, Dahej, Bharuch- 392130, Gujarat, India:
Sr. Type of License / Issuing Authority Registration No. Date of Valid upto
No. Approval Issue
1. Certificate issued for Certification IN/EXP/17/500102 April 30, April 17,
meeting requirements of Manager, SGS 2020 2023
EXCiPACTTM Good EXCIPACT EN
Manufacturing Practices
for manufacturing of
Microcrystalline
Cellulose for use as
Pharmaceutical
Excipients*
2. Certificate of Registration United Registrar of 111469/A/0003/UK/En July 12, July 11, 2023
issued for recognition of Systems 2020
quality management
system which complied
with ISO 9001:2015 in
manufacturing, sales and
export of excipients.
3. Kosher Certificate issued Managing Trustee, - May 4, 2021 May 03,
to certify that that the Keneseth Eliyahoo 2022
product Micro Crystalline Synagogue Trust
Cellulose & Co-processed
Excipients being exported
abroad by the Company is
a genuine Kosher product
4. Certificate of registration General Secretary, 06/14/0983/0791/20/0320/796/2 March 08, March 16,
issued for registering its Jamiat Ulama Halal 2021 2022
products with Jamiat Foundation (Valid from
Ulama Halal Foundation March 17,
“Microcrystalline 2021)
306
Sr. Type of License / Issuing Authority Registration No. Date of Valid upto
No. Approval Issue
Cellulose, Silcified
Microcrystalline
Cellulose,
Microcrystalline
Cellulose and
Carboxymethyl Cellulose
Sodium, BARETab PH,
Blend of Microsrystalline
Cellulose, Colloidal
Silicon Dioxide and
Mannitol, Blend of
Microcrystalline
Cellulose,
Croscarmellose Sodium
and Mannitol, Blend of
Microcrystalline
Cellulose, Magnesium
Stearate, Croscarmellose
Sodium and Colloidal
Silicon Dioxide, Blend of
Microcrystalline
Cellulose and Guar Gum,
Blend of Microcrystalline
Cellulose and Lactose
Monohydrate, Blend of
Microcrystalline
Cellulose Croscarmellose
Sodium, Blend of
Microcrystalline
Cellulose and Sodium
Starch Glycolate [Type
A], Blend of
Microcrystalline
Cellulose,
Croscarmellose Sodium
and Dibasic Calcium
Phosphate(, JoyMix IC,
JoyMix CP,
Microcrystalline
Cellulose and Xanathan
Gum, JoyMix CM, JoyMix
SD ,Croscarmellose
Sodium”
5. Certificate issued for Certification body 44 295 20392999 November November 2,
maintenance of at TUV NORD 3, 2020 2023
management systems as CERT GmbH
per Food Safety Systems
Certification 22000 FSSC
22000 (ISO 22000:2018,
ISO/TS 22002-1:2009 and
Additional FSSC 22000)
in the production of
Microcrystalline
Cellulose by reaction,
filtration, slurry
preparation, drying,
sifting and packing in
LDPE Liner for Food
Industry
307
Sr. Type of License / Issuing Authority Registration No. Date of Valid upto
No. Approval Issue
6. Certificate of Registration Certification body QM 02 01102 August 20, September
issued for recognition of at TUV NORD 2020 08, 2023
quality management CERT GmnH
system which complied
with ISO 9001:2015 in
manufacturing and supply
of cellulose based
excipients for pharma
food and cosmetics use.
7. Good Manufacturing Commissioner, S-GMP /20092237 September September
Practices (GMP) Food & Drug 21, 2020 20, 2022
certificate Control
Administration,
Gujarat
*The name of our Company has been changed from Sigachi Industries Private Limited to Sigachi Industries Limited,
pursuant to conversion of our Company from a private limited company to public limited company on these licenses.
However, our Company is in the process of applying for changing its name on the other licenses.
3. The following is the list of the business-related approvals which have been availed for our manufacturing unit
situated at plot no-763/2, GIDC, Jhagadia GIDC, Bharuch- 393 110, Gujarat, India
Sr. Type of License / Approval Issuing Authority Registration No. Date of Valid
No. Issue upto
1. Kosher Certificate issued to Managing Trustee, - May 4, 2021 May 03,
certify that that the product Keneseth Eliyahoo 2022
Micro Crystalline Cellulose Synagogue Trust
& Co-processed Excipients
being exported abroad by the
Company is a genuine Kosher
product
2. Certificate issued for Certification body at QM 02 01325 February 16, February
maintenance of management TUV NORD CERT 2019 15, 2022
systems as per ISO GmnH
9001:2015 in manufacturing
and supply of Micro
Crystalline Cellulose, Filter-
aid Cellulose & Cellulose
Powder
3. Certificate of Registration United Registrar of 111469/A/0004/UK/En July 12, July 11,
issued for recognition of Systems 2020 2023
quality management system
which complied with ISO
9001:2015 in manufacturing,
sales and export of excipients.
4. Certificate of registration General Secretary, 18/17/1414/1211/20/0717/228/2 July 29, July 20,
issued for registering its Jamiat Ulama Halal 2021 2022
products with Jamiat Ulama Foundation (Renewal)
Halal Foundation
“Microcrystalline Cellulose,
Croscarmellose Sodium,
Carboxymethyl, Magnesium
Stearate, Purified Talc and
Sodium Starch Glycolate”
5. Certificate issued for TUV NORD CERT 44 112 19392651 November November
applying HACCP (Hazard GmbH 16, 2019 15, 2022
Analysis Critical Control
Points) Management System
as per Codex Alimentarius
308
Sr. Type of License / Approval Issuing Authority Registration No. Date of Valid
No. Issue upto
Commission. (Recommended
international code of practice
– general principles of food
hygiene CAC/RCP 1-1969,
rev. 4 (2003) for wood pulp
receipt, hydrolysis, filtration,
fluridised, bed drying,
packing of various grades of
Microcrystalline Cellulose)
6. Good Manufacturing Commissioner, S-GMP /20122360 December December
Practices (GMP) certificate Food & Drug 11, 2020 10, 2022
Control
Administration,
Gujarat
*The name of our Company has been changed from Sigachi Industries Private Limited to Sigachi Industries Limited,
pursuant to conversion of our Company from a private limited company to public limited company on these licenses.
However, our Company is in the process of applying for changing its name on the other licenses.
VIII. Approvals received for the expansion of our production facilities for microcrystalline cellulose (MCC) at
Jhagadia:
Sr. Type of License / Approval Issuing Authority Registration No. Date of Valid
No. Issue upto
1. Approval for the expansion of Gujarat Industrial 1459 August 07, -
the production facilities. Development Corporation 2019
2. Approval of factory drawing for Gujarat Industrial - September -
expansion of product facilities Development Corporation 22, 2020
a) Trademarks
Our Company has entered into a deed of assignment dated April 04, 2019 with Amit Raj Sinha Family Trust, one of
our promoter group entities (hereinafter referred to as the “Assignee”) and a supplemental deed of assignment dated
September 14, 2020 with the Assignee. Vide this deed of assignment, our Company on receiving a consideration of ₹
2.40 lacs from the Assignee has assigned the following trademarks to the Assignee which were registered in its name
or in the name of SigachiPlasticisers Private Limited, which is now amalgamated with our Company. The
supplemental deed of assignment provides our Company with the unrestricted, non-exclusive, non-transferable, non-
sub licensable non royalty bearing right to use the trademarks mentioned below for manufacturing, selling, trading,
exporting or carrying on any other allied activity in the ordinary course of business with respect to the goods
manufactured by our Company. The right to use of such trademarks is valid for a period of five (5) years until March
31, 2025.
309
Sr. No. Description Class Registration Number Valid up to
7. AceFibre 32 3443426 December 28, 2026
8. BARETab 05 3786051 March 23, 2028
9. FILTERCEL 01 1831491 June 22, 2029
10. GLOCEL 05 1831490 June 22, 2029
11. CoatCel 01 2118690 March 21, 2031
12. CoatCel 05 2118691 March 21, 2031
13. AceCel 05 2118693 March 21, 2031
14. SIGACHI 35 1831495 June 22, 2029
15. SIGACHI 01 1831494 June 22, 2029
16. SIGACHI 04 1831493 June 22, 2029
17. SIGACHI 05 1831492 June 22, 2029
The following trademark applications which have been opposed have also been assigned to the Assignee:
Sr. No. Particulars of the mark Trademark No. Class Date of Application
1. HILOSE 3000741 05 July 06, 2015
2. CosmoCel 2889308 03 January 27, 2015
3. HiCel 2118692 05 March 21, 2011
b) Patent:
The material licenses of our wholly owned subsidiary, Sigachi US, Inc. are provided below:
a) Certificate of incorporation dated January 20, 2017 issued to Sigachi US, Inc. by State Corporate
Commission, Virginia, United States of America.
b) Letter dated July 23, 2019 issued by Electronic Federal Tax Payment System for notifying the enrollment
number (138310343071327091) to our Subsidiary.
c) Registration certificate dated December 24, 2020 issued by the U.S. Food and Drug Administration Food
Facility Registration for providing domestic registration to our Subsidiary, which is valid until December 31,
2022.
XI. Licenses/ Approvals for which applications have been made by our Company and Subsidiary and are pending:
Our Company has made the following applications for renewal of licenses/ approvals:
a) The consolidated consent and authorization issued by Gujarat Pollution Control Board for the use of outlet
for the discharge of trade effluent and emission in our manufacturing unit situated at Jhagadia has expired on
February 28, 2021 and our Company has vide an application dated March 24, 2021 applied for its renewal.
310
XII. Licenses/ Approvals for which applications have been made by our Company for the expansion of our
production facilities for microcrystalline cellulose (MCC):
1. The following applications have been made by our Company for expansion of our production facilities for
microcrystalline cellulose (MCC) at Jhagadia:
a) Application dated August 19, 2020 bearing number 181094 made to the Gujarat Pollution Control Board for
obtaining the approval for expansion of our production facilities situated at Jhagadia;
b) Application dated February 01, 2021 made to the GIDC for obtaining permission to construct boundary wall
in the manufacturing unit situated at Jhagadia; and
c) Application dated February 02, 2021 made to Chief Officer, GIDC requesting the concerned authority to
arrange for a fire safety audit in the manufacturing unit for the purpose of issuing a Fire No Objection
Certificate;
2. The following applications have been made by our Company for expansion of our production facilities for
microcrystalline cellulose (MCC) at Dahej:
Letter dated November 27, 2020 made to Dahej SEZ Limited for submitting the revised plant layout for the
approval of the concerned authorities and for seeking approval for commencing civil works in the manufacturing
unit situated at Dahej.
XIII. Licenses / approvals which have expired and for which renewal applications have not been made by our
Company and Subsidiary.
The certificate issued for maintenance of management systems as per ISO 9001:2015 in our manufacturing unit
situated at Hyderabad has expired on March 28, 2021 and has not been renewed by our Company.
XIV. Licenses / Approvals which are required but not yet applied for by our Company and Subsidiary:
a) profession Tax Payer Registration Certificate for our manufacturing units situated at Gujarat under the
Gujarat State Tax on Profession, Trade, Calling and Employment Act, 1976;
b) fire no-objection certificate for our manufacturing unit situated at Hyderabad, Telangana; and
2) Our Company is in the process of applying for change of its name from Sigachi Industries Private Limited to
Sigachi Industries Limited on the licenses and approvals availed by it.
Our Company has applied for some of the material licenses and approvals required for the proposed expansions of
our manufacturing facilities situated at Dahej and Jhagadia, however we are yet to apply for the remaining material
licenses and approvals for expansion of the said production facilities. For details with respect to the risks related to
the same, please refer to “Risk Factor No. 33 – “Our application for renewal of certain licenses, approvals and
registrations, which are required for our Company's operations and business, are pending before the relevant
authorities. Further, some of the licenses and approvals have not been availed by our Company. Not receiving these
licenses, approvals and registrations in a timely manner or at all may lead to interruption of our Company's
operations” at page 39 of this Prospectus.
311
OTHER REGULATORY AND STATUTORY DISCLOSURES
The Board, pursuant to its resolution dated July 8, 2021, authorised the Issue subject to approval of the
shareholders of our Company under Section 62(1) (c) of the Companies Act, 2013.
The Shareholders of our Company have, by a special resolution passed at an EGM held on July 30, 2021, approved
and authorized the Issue.
The Board and IPO Committee have approved the Red Herring Prospectus pursuant to their resolutions dated
August 6, 2021 and August 9, 2021, respectively. Our Board has approved this Prospectus pursuant to its
resolution dated November 08, 2021.
In-principle approval for the listing of our Equity Shares from NSE dated August 27, 2021.
In-principle approval for the listing of our Equity Shares from BSE dated August 30, 2021.
Our Company, Promoters, Directors, the members of our Promoter Group and persons in control of our Company
have not been prohibited from accessing the capital market or debarred from buying or selling or dealing in securities
under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any
authority/court as on date of this Prospectus.
None of our Directors are associated with the securities market in any manner. Further, there is no outstanding action
initiated against them by SEBI in the five years preceding the date of filing of this Prospectus.
Our Promoters or our Directors have not been declared as fugitive economic offender under Section 12 of Fugitive
Economic Offenders Act, 2018.
Prohibition by RBI
Neither our Company or Promoters nor our Directors have been categorized or identified as wilful defaulters by any
bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the Reserve Bank of India. There are no violations of securities laws committed by them in the past or are currently
pending against any of them.
None of our Company, Promoters or Directors have been declared as a fraudulent borrower by any bank, financial
institution or lending consortium, in accordance with the ‘Master Directions on Fraud-Classification and Reporting
by commercial banks and select FIs’ dated July 1, 2016, as updated, issued by the RBI
Our Company, our Promoters and the members of our Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018, to the extent it may be applicable.
Our Company is eligible for the Issue in accordance with the Regulation 6(1) of the SEBI ICDR Regulations as
explained under the eligibility criteria calculated in accordance with the Restated Financial Information, prepared in
accordance with the Companies Act and restated in accordance with the SEBI ICDR Regulations:
312
Our Company has net tangible assets of at least ₹300 lacs in each of the preceding three full years (of 12 months
each), of which not more than 50% are held in monetary assets;
Our Company has an average operating profit of at least ₹ 1,500lacs, during the preceding three years (of 12
months each), with operating profit in each of these preceding three years;
Our Company has a net worth of at least ₹ 100 lacs in each of the three preceding full years (of 12 months each);
and
The name of our Company has not been changed within the last one year.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profit and net worth derived from the Restated Financial Information included in this Prospectus as at and
for the last three years ended March 31, 2021, 2020 and 2019 are set forth below:
1) Net Tangible Assets has been defined as the sum of all the net assets of the company, excluding intangible assets as defined
in Ind AS 38, as applicable, issued by the institute of Chartered Accountants of India, in accordance with regulation 2(1)(gg)
of SEBI ICDR Regulations.
2) Monetary Assets comprises the sum of current and non-current cash and bank balance.
3) Operating Profits has been calculated as profit before tax excluding non-operating other income, finance cost and
exceptional items.; The average restated operating profit of the Company for the preceding three fiscals i.e. 2021, 2020 and
2019 is (3,066.32 lacs)
4) For the purposes of the above, “net worth” means the aggregate value of the paid-up share capital and all reserves created
out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not
include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
Our Company has operating profits in each of Fiscal 2021, 2020 and 2019 in terms of our Restated Financial
Statements.
Our Company confirms that it is in compliance with conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations to the extent applicable and will ensure compliance with the conditions specified in Regulation 7(2) of
the SEBI ICDR Regulations, to the extent applicable. The fund requirements set out for the Objects of the Issue are
proposed to be met entirely from the Net Proceeds.
Further, in accordance with Regulation 49(1) 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 failing which,
the entire application monies shall be refunded forthwith.
If our Company does not Allot Equity Shares pursuant to the Issue within six Working Days from the Bid/Issue
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delay
period.
Further, our Company confirms that it is not ineligible to make the Issue under Regulation 5 of the SEBI ICDR
Regulations to the extent applicable. Our Company is in compliance with the conditions specified in Regulation 5 of
the SEBI ICDR Regulations, as follows:
313
a) Neither our Company, nor our Promoters, nor members of our Promoter Group, nor any of our Directors are
debarred from accessing the capital markets by the SEBI.
b) None of our Promoters nor our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI.
c) Neither our Company nor the Promoters or any of our Directors is a Wilful Defaulter.
e) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into, or which would entitle any person any option to receive Equity Shares, as on the date of this Prospectus.
THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT
TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLM, ANY IRREGULARITIES OR LAPSES IN
THIS PROSPECTUS.
All legal requirements pertaining to the Issue were complied with by the respective parties at the time of filing of the
Red Herring Prospectus and Prospectus with the RoC in terms of Section 32 and 26 of the Companies Act, 2013.
Our Company, our Directors and the BRLM accept no responsibility for statements made otherwise than in this
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 [Link] or the respective
websites of our Promoter Group or an affiliate of our Company would be doing so at his or her own risk.
The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be entered into between the Underwriters and our Company.
314
All information shall be made available by our Company and the BRLM 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 centers or elsewhere.
None among our Company 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 and the blocking of application amount by RIB bank on receipt
of instruction from the Sponsor Bank on account of any error, omission or non-compliance by various parties involved
in, or any fault, malfunctioning or break-down in, or otherwise, in the UPI Mechanism.
Bidders will be required to confirm and will be deemed to have represented to our Company, 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, 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 BRLM and their associates and affiliates may engage in transactions with, and perform services for, our Company,
our Promoters, Promoter Group and their respective directors and officers, Subsidiary, 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, our Promoters, Promoter Group and Subsidiary, affiliates or
associates or third parties, for which they have received, and may in the future receive, compensation. As used herein,
the term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another
person or entity.
The 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, 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, VCFs,
FVCIs, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI
permission), NBFCSIs or trusts under registered applicable trust law and who are authorised under their constitution
to hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013,
multilateral and bilateral development financial institutions, state industrial development corporations, insurance
companies registered with IRDAI, provident funds (subject to applicable law) and pension funds, National Investment
Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department of Posts, GoI and permitted non-residents including FPIs and Eligible NRIs, AIFs and
other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to
purchase the Equity Shares. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate
court(s) at Hyderabad, Telangana, India 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 the 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
Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in
such jurisdiction. Neither the delivery of this 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 have not been and will not be registered under the 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 Securities
Act and applicable U.S. state securities laws.
315
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 Bid from them does not exceed investment limits or maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act.
BSE Limited (“the Exchange”) has given vide its letter dated August 30, 2021 permission to this Company to use the
Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are
proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner: -
a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its management or
any scheme or project of this Company;
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason
whatsoever.
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/1175 dated August 27, 2021 permission
to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s
securities are proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood
that the aforesaid permission given by NSE should not in any way be deemed or construed that the offer document
has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be
listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription/
acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
Listing
The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on BSE
and NSE. Applications shall be made to the Stock Exchanges for permission to deal in and for an official quotation of
the Equity Shares of our Company. BSE is the Designated Stock Exchange with which the Basis of Allotment will be
finalised.
316
If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock
Exchanges, our Company shall forthwith repay, without interest, all moneys received from the applicants in pursuance
of the Red Herring Prospectus and this Prospectus. If such money is not repaid within the prescribed time, then our
Company and every officer in default shall be liable to repay the money, with interest, as prescribed under applicable
law.
Our Company 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 six (6) Working Days of the Bid/Issue Closing
Date.
If our Company does not Allot Equity Shares pursuant to the Issue within six (6) Working Days from the Bid/Issue
Closing Date or within such timeline as prescribed by SEBI, it shall repay, without interest, all monies received from
Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed
period.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act
2013, which is reproduced below:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities, or
(b) 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
(c) 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,
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 10 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.
Consents
Consents in writing of: (a) our Directors, our Promoters, our Company Secretary and Compliance Officer, our Chief
Financial Officer, legal advisor, lenders to our Company, Bankers to our Company and (b) the BRLM, the Syndicate
Member, the Public Issue Bank(s), the Escrow Collection Bank(s), Refund Banker, Sponsor Bank and the Registrar
to the Issue to act in their respective capacities, have been obtained prior to filing of the Red Herring Prospectus with
the RoC as required under the Companies Act, 2013 and such consents have not been withdrawn up to the time of
delivery of the Prospectus for filing with RoC.
Our Company has received written consent dated October 11, 2021 from our Statutory Auditors, namely, M/s. T.
Adinarayana & Co., Chartered Accountants, who holds a valid peer review certificate for inclusion of their report,
dated October 11, 2021 on the Restated Consolidated Financial Information in this Prospectus and to include their
name as required under Section 26(5) of the Companies Act, 2013 in this Prospectus and as an ‘expert’ as defined
under Section 2(38) of the Companies Act, 2013 in relation to the Statement of Tax Benefits dated October 11, 2021
in the form and context in which it appears in this Prospectus. Such consent has not been withdrawn up to the time of
delivery of this Prospectus.
317
Experts
Our Company has received written consent dated October 11, 2021 from our Statutory Auditor, namely, M/s. T.
Adinarayana & Co., Chartered Accountants, who holds a valid peer review certificate, to include their name as
required under Section 26(5) of the Companies Act 2013 in this Prospectus and as an ‘expert’ as defined under Section
2(38) of the Companies Act, 2013 in relation to its examination report, dated October 11, 2021 on the; (i) Restated
Consolidated Financial Information and (ii) Statement of Tax Benefits dated October 11, 2021 and such consent has
not been withdrawn as of the date of this Prospectus.
Additionally, our Company has also received letters dated September 5, 2020 and June 16, 2021 from K. Anjaneyulu,
Independent Chartered Engineer, to include his name in this Prospectus as an “expert” as defined under Section 2(38)
read with Section 26(5) of the Companies Act 2013, with respect to his chartered engineer certificates dated September
1, 2020, April 2, 2021 and June 16, 2021.
The term ‘expert’ and consent thereof, does not represent an expert or consent within the meaning under the U.S.
Securities Act.
Particulars regards previous public or rights issues by our Company during the last five years
Our Company has not made any rights issues or any public issue during the five years immediately preceding the date
of this Prospectus.
Further, our Company has not made any public issues during the five years immediately preceding the date of this
Prospectus.
Since this is an initial public offering of the Equity Shares of our Company, 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.
Capital issue during the previous three years by listed group companies, subsidiaries and associates of our
Company
As on the date of this Prospectus, our Subsidiary has not listed its equity shares on any stock exchanges in India or
overseas. Further, presently our Company does not have any group companies or associate companies.
Our Company has not made any rights issue or public issue during the five years immediately preceding the date of
this Prospectus.
Our Subsidiary and our Corporate Promoter have not listed its equity shares on any stock exchange in India or abroad.
Our Subsidiary has not undertaken any public or rights issue in the five years preceding the date of this Prospectus.
Our Corporate Promoter has undertaken a rights issue in the preceding five years, however has not listed its equity
shares on any Stock Exchanges in India or abroad. As on date of this Prospectus, our Company does not have any
other associate companies or group companies.
318
Price information of past issues handled by Unistone Capital Private Limited:
S Issue Name Issue Iss Listing date Openi +/-% change in +/-% change in +/-% change in
r. Size (in ue ng closing price,[+/- closing price,[+/- closing price,[+/-%
N Lacs) pri price % change in % change in change in closing
o. ce on closing closing benchmark]-
listing benchmark]- benchmark]- 180th calendar
date 30th calendar 90th calendar days from listing
days from listing days from listing
1 Kapston Facilities Management 2119.68 92 April 4,2018 92.50 3.26%,[4.84%] 3.91%, [5.64%] 1.09%, [8.69%]
Limited
2 Supreme Engineering Limited 1777.68 27 September 6, 27.10 -4.59%,[-10.58%] -19.27%,[- 6.54%] -11.93%, [-4.76%]
2018
3 Likhitha Infrastructure Limited 6120.00 120 October 15, 2020 136.60 16.14%, [10.22%] 41.43%,[23.74%] 170.87%, [24.84%]
4 Siddhika Coatings Limited 469.68 57 April 7, 2021 56.95 0.88%, [0.02%] 21.05%, [7.18%] 62.72%,[20.05%]
5 Bombay Metrics Supply Chain 428.54 93 October 12, 2021 103.20 - - -
Limited
For details regarding the track record of the Book Running Lead Manager, as specified in Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued
by SEBI, please see the website [Link]
Notes: (a) Source: [Link] for the price information
(b) Wherever 30th/90th/180th calendar day from the listing day is a holiday, the closing data of the next trading day has been considered.
(c) The Nifty 50 index is considered as the benchmark index.
Summary statement of price information of past public issues handled by Unistone Capital Private Limited
Total Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Total
Funds discount- 30th calendar premium- 30th calendar discount- 180th calendar premium- 180th calendar
Financial no.
Raised days from listing days from listing days from listing days from listing
Year of
(Rs. In Less Less Less Less
IPOs Over Between Over Between Over Between Over Between
Lakh) than than than than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
FY 2018-19 2 3897.36 - - 1 - - 1 - - 1 - - 1
FY 2019-20 - - - - - - - - - - - - - -
FY 2020-21 2 6589.68 - - 1 - - 1 - - 1 1 - -
FY 2021-22 1 428.54 - - - - - - - - - - - -
*The information is as on the date of the document. The information for each of the financial years is based on issues listed during such financial year.
Track record of past issues handled by the Book Running Lead Manager
For details regarding the track record of the Book Running Lead Manager, as specified in circular (reference CIR/MIRSD/1/2012) dated January 10, 2012 issued
by SEBI, please see the website of the Book Running Lead Manager, i.e.,[Link].
319
Stock Market Data of the Equity Shares
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange. Thus, there is no stock market data available for the Equity Shares of our Company.
There are no new financial instruments such as deep discounted bonds, debentures, warrants, securities premium notes,
etc. issued by our Company.
The agreement amongst the Registrar to the Issue and our Company provides for the retention of records with Registrar
to the Issue for a period of at least three years from the last date of dispatch of the letters of Allotment, demat credit
and refund orders to enable the investors to approach Registrar to the Issue for redressal of their grievances.
In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and subject to applicable law, any ASBA Bidder whose Bid
has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal
of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required
to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate
of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated by the
SCSBs at the rate higher of ₹ 100 or15% per annum of the application amount in the events of delayed or withdrawal
of applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the
application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications for the stipulated
period. In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the
Book Running Lead Manager shall compensate the investors at the rate higher of ₹100 or 15% per annum of the
application amount.
All grievances in relation to the Bidding process may be addressed to the Registrar to this Issue with a copy to the
relevant Designated Intermediary with whom the Bid cum Application Form was submitted. The Bidder should give
full details such as name of the Sole or First Bidder, Bid cum Application Form number, UPI ID (if applicable), Bidder
DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of the
Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application
Form was submitted by the Bidder and ASBA Account number (for Bidders other than RIBs bidding through the UPI
Mechanism) in which the amount equivalent to the Bid Amount was blocked or UPI ID in case of RIBs applying
through the UPI Mechanism.
The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders. Our Company, the BRLM and the Registrar to the Issue accept no responsibility for
errors, omissions, commission or any acts of SCSBs, Syndicate Members, RTA, CDPs including any defaults in
complying with its obligations under applicable SEBI ICDR Regulations.
All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as name
of the sole or first Bidder, Anchor Investor Application Form number, Bidders DP ID, Client ID, PAN, date of the
Anchor Investor Application Form, address of the Anchor Investor, number of the Equity Shares applied for, Bid
Amount paid on submission of the Anchor Investor Application Form and the name and address of the Book Running
Lead Manager where the Anchor Investor Application Form was submitted by the Anchor Investor.
In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Bidder whose
Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek
redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs
are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest
at the rate of 15% per annum for any delay beyond this period of 15 days.
320
Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission of
any acts of the Designated Intermediaries, including any defaults in complying with its obligations under the SEBI
ICDR Regulations.
Our Company estimates that the average time required by our Company or Registrar to the Issue or 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.
The Company shall obtain authentication on the SCORES and comply with the SEBI circular (CIR/OIAE/1/2013)
dated April 17, 2013 in relation to redressal of investor grievances through SCORES.
Our Company has constituted a Stakeholders’ Relationship Committee comprising, of three (3) Directors viz. Swami
Das Nigam, Sarveswara Reddy Sanivarapu and Amit Raj Sinha. For details of the Stakeholders’ Relationship
Committee, see the section titled “Our Management” on page 199 of this Prospectus.
Our Company has also appointed Shreya Mitra, Company Secretary of our Company, as the Compliance Officer for
the Issue and he may be contacted in case of any pre-Issue or post-Issue related problems at the following address:
Shreya Mitra
Company Secretary and Compliance Officer
Sigachi Industries Limited
229/1 & 90,
Kalyan’s Tulsiram Chambers
Madinaguda, Hyderabad- 500 049,
Telangana, India
Telephone:+91 040 40114874/75/76
E-mail:cs@[Link]
Investor grievance id: investors@[Link]
Website:[Link]
Our Company has not received investor complaints during the period of three years preceding the date of this
Prospectus, hence no investor complaint in relation to our Company is pending as on the date of filing of this
Prospectus. Our Company does not have any Group Companies, as on date of this Prospectus and our Subsidiary is
not listed on any stock exchange in India or abroad.
321
SECTION VII – ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued pursuant to the Issue shall be subject to the provisions of the Companies Act, the SEBI
ICDR Regulations, SCRA, SCRR, the Memorandum of Association and Articles of Association, the terms of the Red
Herring Prospectus, this Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the
CAN/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 as
applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of
securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the RBI, RoC 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 the SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/or any other authorities
while granting its approval for the Issue.
The Issue
The Issue is a fresh issue of Equity Shares by our Company. The entire Issue-related expenses shall be borne by our
Company only. For further information on the Issue-related expenses, see “Objects of the Issue” on page 94 of this
Prospectus.
The Equity Shares being issued pursuant to this Issue shall be subject to the provisions of the Companies Act, the
Memorandum of Association and Articles of Association, the SEBI Listing Regulations and shall rank pari-passu in
all respects with the existing Equity Shares including in respect of the rights to receive dividend. The Allottees upon
Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate benefits, if any, declared
by our Company after the date of Allotment. For further details, see the section titled “Description of Equity Shares
and Terms of Articles of Association” on page 354 of this Prospectus.
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies
Act, the Memorandum of Association and Articles of Association and provisions of the SEBI Listing Regulations and
any other guidelines issued by the Government in this regard. Dividends, if any declared by our Company after the
date of Allotment, will be payable to the Bidders who have been allotted Equity Shares in this Issue, for the entire
year, in accordance with the applicable laws. For further details in relation to dividends, see the sections titled
“Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” on pages 228 and 354,
respectively of this Prospectus.
The face value of each Equity Share is ₹10. At any given point of time there will be only one denomination for the
Equity Shares. The Floor Price of the Equity Shares is ₹ 161 and the Cap Price of the Equity Shares is ₹ 163.
The Price Band and the minimum Bid Lot was decided by our Company in consultation with the BRLM and was
advertised in all editions of English national newspaper Business Standard, all editions of Hindi national newspaper
Business Standard, and all editions of Telugu newspaper Nava Telangana (Telugu being the regional language of
Hyderabad where our Registered Office is located), each with wide circulation, at least two (2) Working Days prior
to the Bid/Issue Opening Date and was made available to the Stock Exchanges for the purpose of uploading on their
websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price,
were pre-filled in the Bid cum Application Forms available on the websites of the Stock Exchanges. The Issue Price
has been determined by our Company in consultation with the BRLM, after the Bid/Issue Closing Date, on the basis
of assessment of market demand for the Equity Shares offered by way of Book Building Process.
322
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall
have the following rights:
Right to attend general meetings and exercise voting rights, unless prohibited by law;
Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act;
Right to receive offers for purchasing 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 laws including any rules and regulations issued by RBI and/ or
SEBI; and
Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the
terms of the SEBI Listing Regulations and the Memorandum of Association and Articles of Association of our
Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see the section titled
“Description of Equity Shares and Terms of Articles of Association” on page 354 of this Prospectus.
Pursuant to 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, two tripartite agreements have been signed among our Company, the respective Depositories and the Registrar
to the Issue:
Tripartite Agreement dated March 11, 2020 between NSDL, our Company and the Registrar to the Issue; and
Tripartite Agreement dated March 19, 2020 between CDSL, our Company and the Registrar to the Issue.
Since trading of the Equity Shares is in dematerialised form, the tradable lot is 01 (one) Equity Share. Allotment in
the Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of 90 Equity
Shares.
Joint Holders
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.
In accordance with Section 72 of the Companies Act, 2013 read with Companies (Share Capital and Debentures)
Rules, 2014, 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
323
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, transfer of Equity Share(s) by the
person nominating. A nomination may be cancelled or varied by nominating any other person in place of the present
nominee by the holder of the Equity Shares who has made the nomination by giving a notice of such cancellation. 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 and transfer agents of our Company.
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:
b) 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 90 days, the Board
may thereafter withhold payment of all dividends, interests, 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.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Hyderabad, Telangana.
The Equity Shares have not been and will not be registered under the Securities Act and may not be offered or
sold within the United States (as defined in Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore
transactions in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur.
Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue at any time after the
Bid/Issue Opening Date but before the Allotment. In such an event, 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 or
such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The BRLM,
through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within
one Working Day from the date of receipt of such notification. Our Company shall also forthwith inform the same to
the Stock Exchanges on which the Equity Shares are proposed to be listed. If our Company withdraws the Issue after
the Bid/Issue Closing Date, we shall be required to file a fresh draft offer document with the Board, in the event our
Company subsequently decides to proceed with the Issue.
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
after it is filed with the RoC.
In the event of failure to make an application for listing by the Company within such period as may be specified by
the SEBI from time to time, or non-receipt of the listing permission by the issuer from the stock exchange(s) or
324
withdrawal of the Observation Letter issued by the SEBI, wherever applicable, the securities shall not be eligible for
listing and the Company shall be liable to refund the subscription monies, if any, to the respective allottees
immediately, along with penal interest for each day of delay at the rate of fifteen per cent per annum from the date of
allotment.
Bid/Issue Programme
* The Anchor Investor Bid / Issue Period was one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI
ICDR Regulations i.e. October 29, 2021.
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation
on our Company or the BRLM.
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 six (6)
Working Days of the Bid/Issue Closing Date, the timetable may be extended due to various factors, such as
extension of the Bid/Issue Period by our Company, revision of the Price Band or any delay 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.
SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of the Red Herring Prospectus may result in changes to the above
mentioned timelines. Further, the issue procedure is subject to change to any revised SEBI circulars to this
effect.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit reports of compliance with T+6 listing
timelines and activities, identifying non-adherence to timelines and processes and an analysis of entities responsible
for the delay and the reasons associated with it.
325
Submission of Bids (other than Bids from Anchor Investors):
i. 4.00 p.m. IST in case of Bids by QIBs 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.
On the Bid/Issue Closing Date, extension of time would have been 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 the BRLM to the Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on daily
basis from the Bid/ Offer Opening Date till the Bid/Offer Closing Date by obtaining the same from the Stock
Exchanges. The SCSB’s shall unblock such applications by the closing hours of the Working Day.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs, would be rejected.
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in physical Bid
cum Application Form, for a particular Bidder the details of the Bid file received from Stock Exchanges may
be taken as final data for purposes of Allotment.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders were advised to
submit their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders
were cautioned that, in the event a large number of Bids are received on the Bid/Issue Closing Date, some Bids would
not have been uploaded due to lack of sufficient time. Such Bids that could not be uploaded would not have been
considered for allocation under this Issue. Bidders may please note that as per letter no. List/smd/sm/2006 dated July
3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any
revision in Bids would not have been accepted on Saturdays, Sundays and public holidays as declared by the Stock
Exchanges. Bids would have been accepted only during Monday to Friday (excluding any public holiday). Bids by
the Bidders shall be uploaded by the SCSBs in the electronic system to be provided by the Stock Exchanges. None of
our Company or any member of the Syndicate shall be liable for any failure in (i) uploading or downloading the Bids
due to faults in any software/hardware system or otherwise; and (ii) the blocking of application amount by RIBs bank
on receipt of instruction from the Sponsor Bank on account of any errors, omissions or non-compliance by various
parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. It is
clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, were
rejected.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the Bid cum
Application form for a particular Bidder, the details as per the Bid file received from Stock Exchanges would be taken
as the final data for the purpose of Allotment.
In case of revision in the Price Band, or in case of force majeure, banking strike or similar circumstances, which
are to be recorded in writing, the Bid/Issue Period shall be extended by at least three (3) additional Working
Days after such an event, subject to the Bid/Issue Period not exceeding ten (10) Working Days. Any revision in
Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the
Stock Exchanges, by issuing a press release and also by indicating the change on the terminals of the Syndicate
Members and by intimation to the Designated Intermediaries.
326
Period of operation of subscription list
See the sub-section titled “Terms of the Issue – Bid/ Issue Programme” on page 322 of this Prospectus.
Minimum Subscription
As prescribed, the minimum subscription in the Issue shall be 90% of the Issue. If our Company does not receive (i)
the minimum subscription of 90% of the Issue on the Bid/Issue Closing Date; and (ii) minimum subscription in the
Issue equivalent to the minimum number of securities as specified under Rule 19(2)(b) of the SCRR, or if the
subscription level falls below 90% after the closure of the Issue on account of withdrawal of applications, or after
technical rejections, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity
Shares to be listed on such Stock Exchanges, our Company shall forthwith refund the entire subscription amount
received.
In accordance with SEBI Circular dated March 31, 2021 bearing number SEBI/HO/CFD/DIL1/CIR/P/2021/47 and
Regulation 45 of the SEBI ICDR Regulations, in the event of non-receipt of minimum subscription, our Company
shall refund the entire application money received pursuant to this Issue within a period of four (4) days from the date
of closure of the Issue. If there is a delay beyond four days after the issuer becomes liable to pay the amount, our
Company and every Director of our Company who are officers in default, shall pay interest at the rate of 15% per
annum.
Further, 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 compliance with Regulation 49(1) of the SEBI ICDR Regulations.
Since our Equity Shares will be traded in dematerialised form only and the market lot of our Equity Shares will be
one Equity Share, no arrangements for disposal of odd lots are required.
Except for lock-in of the pre – Issue Equity Share capital of our Company, Promoters’ minimum contribution and the
Anchor Investor lock-in Equity Shares as detailed in “Capital Structure” beginning on page 77 of this Prospectus and
except as provided in the Articles of Association, there are no restrictions on transfer of Equity Shares. Further, 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 “Description of Equity Shares and Terms of Articles of Association” beginning
on page 354 of this Prospectus.
327
ISSUE STRUCTURE
Initial public offering of up to 76,95,000 Equity Shares for cash at a price of ₹ 163 per Equity Share (including a share
premium of ₹ 153 per Equity Share) aggregating up to ₹ 12,542.85 lacs. The Issue will constitute 25.03% of the post-
Issue paid-up Equity Share capital of our Company.
328
Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders
exceeding the size of the Issue, the size of the Issue, subject Amount does not exceed ₹
subject to applicable limits. to applicable limits 200,000.
Bid Lot 90 Equity Shares and in multiples of 90 Equity Shares, thereafter.
Allotment Lot A minimum 90 Equity Shares and in multiples of one Equity Share, thereafter.
Mode of Allotment Compulsorily in dematerialized form
Trading Lot One Equity Share
Who can apply(4) Public financial institutions as Resident Indian individuals, Resident Indian individuals,
specified in Section 2(72) of the Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in
Companies Act, 2013, scheduled name of Karta), companies, the name of Karta)
commercial banks, mutual funds, corporate bodies, scientific
FPIs other than Category III institutions societies and
foreign portfolio investors, VCFs, trusts, Category III foreign
AIFs, FVCIs registered with SEBI, portfolio investors
multilateral and bilateral
development financial institutions,
state industrial development
corporation, insurance company
registered with IRDAI, provident
fund (subject to applicable law)
with minimum corpus of ₹ 2,500
lacs, pension fund with minimum
corpus of ₹ 2,500 lacs, 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 and systemically
important non-banking financial
companies (as defined under
Regulation 2(1)(iii) of the SEBI
ICDR Regulations).
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder that is
specified in the ASBA (excluding for Anchor Investors) Form at the time of submission of the ASBA
Form and in case of UPI as an alternate mechanism, Bid amount shall be blocked at the time of
confirmation of mandate collection request by applicant.
In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time
of submission of their Bids. (3)
* Assuming full subscription in the Issue.
(1) Our Company in consultation with the BRLM have allocated up to 60% of the QIB Category to Anchor Investors on a
discretionary basis. One-third of the Anchor Investor Portion was 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 made to other Anchor Investors. In the
event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net
QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion have been available for allocation on a
proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion have been available for allocation on a
proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price.
However, if the aggregate demand from Mutual Funds is less than 5 % of the Net QIB Portion, the balance Equity Shares available
for allocation in the Mutual Fund Portion have been added to the remaining Net QIB Portion for proportionate allocation to all
QIBs.
(2) Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with Rule 19(2)(b) of
the SCRR. The Issue is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Issue was made available for allocation on a proportionate basis to Qualified
Institutional Buyers. Such number of Equity Shares representing 5% of the Net QIB Portion was available for allocation on a
proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion have been made available for allocation on a
proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them
at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the
balance Equity Shares available for allocation in the Mutual Fund Portion have been added to the remaining Net QIB Portion for
proportionate allocation to all QIBs. Further, not less than 15% of the Issue shall be available for allocation on a proportionate
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basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders
in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price.
(3) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Form.
Provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payabl e
by the Anchor Investor Pay-In Date as indicated in the CAN. For details of terms of payment applicable to Anchor Investors, see
“Issue Procedure” on page 331 of this Prospectus.
(4) 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. The signature of only such 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.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional
Portion or the 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, in consultation with the BRLM and the Designated Stock Exchange, on
a proportionate basis. 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. For further details, see “Terms of the Issue” on page 322 of
this Prospectus.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules,
regulations, guidelines and approvals to acquire the Equity Shares.
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ISSUE PROCEDURE
All Bidders should review the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, the circular no. SEBI /
HO / CFD / DIL2 / CIR / P / 2020 / 50 dated March 30, 2020 and the UPI Circulars (the “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 SCRA, the SCRR and the SEBI ICDR Regulations. The
General Information Document has been updated to reflect the amendments to the SEBI ICDR Regulations and
provisions of the Companies Act to the extent applicable to a public issue and any other enactments and regulations.
The General Information Document shall also be made available on the websites of the Stock Exchanges and the
BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to the Issue,
especially in relation to the process for Bids by RIBs through the UPI Mechanism. The investors should note that the
details and process provided in the General Information Document should be read along with this section.
All Designated Intermediaries in relation to the Issue should ensure compliance with the SEBI circular
(CIR/CFD/POLICELL/11/2015) dated November 10, 2015, as amended and modified by SEBI circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22)
dated February 15, 2018 and (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 as amended and
modified by SEBI Circulars (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019 and
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, SEBI circular no. (SEBI/HO/CFD/DIL2/CIR/P/2019/85)
dated July 26,2019, SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8,2019, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, in relation to clarifications on streamlining the
process of public issue of equity shares and convertibles. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular shall come into force
for initial public offers opening on/or after May 1, 2021, except as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of this circular, are deemed to form part
of this Prospectus.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category
of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”) and
Allotment in the Issue; (vi) price discovery and allocation; (vii) general instructions (limited to instructions for
completing the Bid cum Application Form); (viii) designated date; (ix) disposal of applications; (x) submission of Bid
cum Application Form; (xi) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (xii) applicable provisions of Companies Act, 2013
relating to punishment for fictitious applications; (xiii) mode of making refunds; and (xiv) interest in case of delay in
Allotment or refund.
Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the information
stated in this section and are not liable for any amendment, modification or change in the applicable law which may
occur after the date of this 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 Prospectus.
The Issue is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Issue shall be Allotted to QIBs on a proportionate basis, provided that
our Company in consultation with the BRLM may allocate up to 60% of the QIB Category to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations, of which one -third shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from them at or above the Anchor Investor Allocation Price. In
the event of under-subscription or non-allocation in the Anchor Investor Portion, the remaining Equity Shares shall
be added back to the QIB Portion (other than Anchor Investor Portion). 5% of the net QIB Category (excluding the
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Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the QIB Category 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 Issue Price. Further,
not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders
and not less than 35% of the Issue 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 Issue Price.
Under-subscription, if any, in any category, except in the QIB Category, would be allowed to be met with spill over
from any other category or combination of categories, at the discretion of our Company in consultation with the BRLM
and the Designated Stock Exchange.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
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, UPI ID (for RIBs using the UPI Mechanism) and PAN, shall be treated as
incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical
form. However, they may get the Equity shares rematerialised subsequent to allotment of Equity shares in the
IPO.
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 as amended from time to
time, including pursuant to circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019 (“UPI Circular”) has
proposed to introduce an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent
reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner as a payment
mechanism with the ASBA for applications by Retail Individual Investors through intermediaries from January 1,
2019. The UPI Mechanism for Retail Individual Investors applying through Designated Intermediaries, in phase I,
was effective along with the prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30, 2019.
Subsequently, for applications by Retail Individual Investors through Designated Intermediaries, the process of
physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds has been discontinued
and only the UPI Mechanism with existing timeline of T+6 days is applicable for a period of three months or launch
of five main board public issues, whichever is later(“UPI Phase II”), with effect from July 1, 2019, by SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85)
dated July 26, 2019. Further, as per the SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8,
2019, the UPI Phase II had been extended until March 31, 2020. However, given the prevailing uncertainty due to the
COVID-19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has
decided to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI
Mechanism for applications by RIBs (“UPI Phase III”) and modalities of the implementation of UPI Phase III maybe
notified and made effective subsequently, as may be prescribed by SEBI. The Issue will be undertaken pursuant to the
processes and procedures under UPI Phase II, subject to any circulars, clarification or notification issued by the SEBI
from time to time.
In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of
₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for
cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the
amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through
the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total
cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount,
the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount,
whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any
delay in unblocking of non-allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Issue Closing
Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount,
whichever is higher for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date
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by the SCSB responsible for causing such delay in unblocking. The BRLM shall be liable for compensating the Bidder
at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt
of the Investor grievance until the date on which the blocked amounts are unblocked.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the
agreements being signed between the intermediaries involved in the public issuance process and lead managers shall
continue to coordinate with intermediaries involved in the said process.
If the Issue is made under UPI Phase III, the same will be advertised in all editions of the English national daily
newspaper Business Standard, all editions of the Hindi national daily newspaper Business Standard and all editions
of the Telugu daily newspaper Nava Telangana (Telugu being the regional language of Hyderabad, where our
Registered Office is located) on or prior to the Bid / Issue Opening Date and such advertisement shall also be made
available to the Stock Exchanges for the purpose of uploading on their websites.
Further, our Company and the members of the Syndicate do not accept any responsibility for any adverse occurrences
consequent to the implementation of the UPI Mechanism for application in the Issue.
Retail Individual Bidders making application using UPI shall use or only his / her own bank account linked UPI ID to
make an application in the Issue. The SCSBs upon receipt of the Bid cum Application Form will upload the Bid details
along with the UPI ID in the bidding platform of the Stock Exchanges. Applications made by the Retail Individual
Bidders using third party bank account or using UPI IDs linked to the bank accounts of any third parties are liable for
rejection. Sponsor Bank shall provide the investors UPI linked bank account details to RTA for purpose of
reconciliation. Post uploading the Bid details in the bidding platform, the Stock Exchanges will validate the PAN and
demat account details of Retail Individual Bidders with the Depositories.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to
send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details
of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to
be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure to
unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and
the BRLM.
Copies of the ASBA Form (other than for Anchor Investors) and the abridged prospectus were made available with
the Designated Intermediaries at the Bidding Centers, and the Registered Office of our Company. An electronic copy
of the ASBA Form were also made available for download on the websites of NSE ([Link]) and BSE
([Link]) at least one (1) day prior to the Bid/Issue Opening Date.
All Bidders (other than Anchor Investors) were required to mandatorily participate in the Issue only through the ASBA
process including through UPI mode (as applicable), to participate in the Issue. ASBA Bidders were required to
provide bank account details/UPI ID linked with bank account and authorization by ASBA Bank holder to block funds
in the relevant space provided in the ASBA Form, and the ASBA Forms that did not contain such details are rejected.
Applications made using third party bank accounts or using UPI ID linked with third party bank account are liable to
be rejected.
Since the Issue is made under Phase II of the SEBI UPI Circulars, ASBA Bidders were required to submit the ASBA
Form in the manner below:
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(i) RIBs (other than the RIBs using UPI Mechanism) were required to submit their ASBA Forms with SCSBs
(physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
(ii) RIBs using the UPI Mechanism, were required to submit their ASBA Forms with the Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading,
demat and bank account (3 in 1 type accounts), provided by certain brokers.
(iii) QIBs and NIBs were required to submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs.
Further, ASBA Bidders were required to ensure that the Bids were made on ASBA Forms bearing the stamp of the
Designated Intermediary, submitted at the Bidding Centers only (except in case of electronic ASBA Forms) and the
ASBA Forms not bearing such specified stamp are liable to be rejected.
Bidders were required to ensure that the ASBA Account ha sufficient credit balance such that an amount equivalent
to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable, at the time of submitting the
Bid. Retail Individual Investors Bidding using the UPI Mechanism could also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of the SEBI.
For Anchor Investors, the Anchor Investor Application Form was made available at the offices of the BRLM.
The prescribed colour of the Bid cum Application Form for the various categories was as follows:
Designated Intermediaries (other than SCSBs) were required to submit/deliver the ASBA Forms (except Bid cum
Application Forms from RIBs bidding using the UPI mechanism) to the respective SCSB, where the Bidder had a
bank account with ASBA facility, details of which were provided by the Bidder in his respective ASBA Form and
were not required to submit it to any non-SCSB bank or any Escrow Collection Bank.
For RIBs Bidding using UPI Mechanism, the Stock Exchanges were required to share the Bid details (including UPI
ID) with the Sponsor Bank on a continuous basis through API integration to enable the Sponsor Bank to initiate UPI
Mandate Request to RIBs, for blocking of funds. The Sponsor Bank was required to initiate request for blocking of
funds through NPCI to RIBs, who was required to accept the UPI Mandate Request for blocking of funds on their
respective mobile applications associated with UPI ID linked bank account. For all pending UPI Mandate Requests,
the Sponsor Bank was required to initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders
with a confirmation cut-off time of 12:00 pm on the first Working Day after the Bid/Issue Closing Date (“Cut-Off
Time”). Accordingly, RIBs Bidding using through the UPI Mechanism were required to accept UPI Mandate Requests
for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time was
liable to lapse. For ensuring timely information to investors, SCSBs were required to send SMS alerts as specified in
SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular No. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021.
Applications through UPI could be made only through the SCSBs / mobile applications (apps) whose name appears
on the SEBI website – [Link] at the following path:
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Banks eligible as Issuer Banks for UPI
A list of SCSBs and mobile application, which, on date of the Red Herring Prospectus were live for applying in public
issues using UPI mechanism was available on the SEBI website. The RIIs were required to submit applications only
through the UPI mechanism, which was the only permissible mode, since the process of an investor submitting bid
cum-application form with any intermediary along with bank account details, and movement of such application forms
from intermediaries to SCSBs for blocking of funds, had been discontinued by SEBI vide its circular bearing reference
number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019.
An investor was required to ensure that when applying in the Issue using the UPI mechanism, the name of his Bank
should appear in the list of SCSBs which was displayed on the SEBI website indicting the names of those banks which
were live on UPI. Further, he was also required to ensure that the name of the app and the UPI handle being used for
making the application was also appearing in the aforesaid list.
Investors whose bank was not live on UPI, were required to use the other alternate channels available to them viz.
submission of application form with SCSB or using the facility of linked online trading, demat and bank account.
An application made using incorrect UPI handle or using a bank account of an SCSBs or bank which was not
mentioned in the aforesaid list was liable to be rejected. After the implementation of UPI phase III, the RIBs do not
have the option of submitting bid-cum application form with any of the intermediaries for blocking of funds and
making bids.
The Equity Shares have not been and will not be registered under the 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 Securities
Act and applicable U.S. state securities laws.
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.
a) The Designated Intermediary may have registered the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries could also set up facilities for off-line electronic registration of Bids, subject to the
condition that they would have subsequently uploaded 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 Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus and this Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 1:00 pm on the next Working Day following 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 to the Issue for further processing.
Participation of Promoters and members of the Promoter Group of our Company, the BRLM and the
Syndicate Members
The BRLM and the Syndicate Member were not allowed to purchase Equity Shares in this Issue in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the
Syndicate Member could Bid for Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional
Category 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
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of the BRLM and Syndicate Member, shall be treated equally for the purpose of allocation to be made on a
proportionate basis.
The BRLM or any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the BRLM),
our Promoters and members of our Promoter Group cannot apply in this Issue.
In addition to the category of Bidders, the following persons are also eligible to invest in the Equity Shares under all
applicable laws, regulations and guidelines, including:
Scientific research organisations authorised in India to invest in the Equity Shares; and
Any other persons eligible to Bid in the Issue under the laws, rules, regulations, guidelines and policies applicable
to them.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with
the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid without assigning any
reason thereof.
Bids made by asset management companies or custodians of Mutual Funds were required to specifically state names
of the concerned schemes for which such Bids are made.
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 were not treated as multiple Bids provided
that the Bids clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme could invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% was not be applicable for investments in case of index funds or
sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their SCSB
or confirm or accept the UPI Mandate Request (in case of Retail Individual Investors Bidding through the UPI
Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”)
Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorize
their SCSB or confirm or accept the UPI Mandate Request (in case of Retail Individual Investors Bidding through the
UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the
submission of the Bid cum Application Form.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white
in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).
Participation of Eligible NRI(s) in the Issue shall be subjected to the FEMA Rules.
Bids by HUFs
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Hindu Undivided Families or HUFs, shall apply in the individual name of the Karta. The Bidder/Applicant should
specify in the Bid cum Application form, that the Bid being made in the name of the HUF, 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.
Bids by FPIs
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or
common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Rules,
the total holding by each FPI or an investor group shall be below 10% of the total paid-up equity share capital of our
Company on a fully diluted basis and the total holdings of all FPIs could be up to 100%, being the sectoral cap of the
paid-up equity share capital of our Company on a fully diluted basis.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI 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. FPIs who wish to participate in the Offer are advised to use the Bid cum
Application Form for Non-Residents (blue in colour).
In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included. With effect from April 1, 2020, the aggregate limits for FPI investments are the sectoral caps
applicableto our Company (i.e. up to 100% under the automatic route).
The FEMA Non-Debt Instruments Rules was enacted on October 17, 2019 in supersession of the Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects
things done or omitted to be done before such supersession.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that
at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax
Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the
FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines for issue
procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the
SEBI FPI Regulations, an FPI, may issue, subscribe to 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 in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are
issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued
after compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from
time to time.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted
basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued
that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI subject to the
conditions as specified by SEBI and RBI in this regard and our Company and the investor will be required to comply
with applicable reporting requirements.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the
SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments,
directly or indirectly, only if it complies with the following conditions:
a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
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b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified
by SEBI;
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under the SEBI FPI Regulations (as
mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except in cases,
where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by the FPI.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and
DP IDs shall not be treated as multiple Bids:
Bids by SEBI registered Venture Capital Funds, Alternate Investment Funds and Foreign Venture Capital
Investors
The SEBI FVCI Regulations, as amended and the SEBI AIF Regulations inter-alia prescribe the investment
restrictions on the VCFs, FVCIs and AIFs registered with SEBI. Further the SEBI AIF Regulations prescribe, among
others, the investment restrictions on AIFs.
The holding by any individual VCF or FVCI registered with SEBI in one venture capital undertaking should not
exceed 25% of the corpus of the VCF or FVCI. 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% of the corpus in one investee company. A category III AIF
cannot invest more than 10% 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 one-third (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 Regulation until the
existing fund or scheme managed by the fund is wound up. Our Company and BRLM will not be responsible for loss,
if any, incurred by the Bidder on account of conversion of foreign currency.
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis
with other categories for the purpose of allocation.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
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 reserves the right to reject any Bid without assigning any
reason thereof.
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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 in consultation with the BRLM reserves the right to reject
any Bid without assigning any reason thereof.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,
1949, as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged
in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. However,
a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital
of such investee company if:
(i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the
Banking Regulation Act, or
(ii) the additional acquisition is through restructuring of debt/corporate debt restructuring/strategic debt restructuring,
or to protect the bank’s interest on loans/investments made to a company. The bank is required to submit a time
-bound action plan for disposal of such shares within a specified period to the RBI.
(i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions
prescribed), and
(ii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share
capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016.
Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial and
non-financial services company cannot exceed 20% of the investee company’s paid-up share capital and reserves.
Bids by SCSBs
SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars (No.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013. Such SCSBs are
required to ensure that for making applications on their own account using ASBA, they should have a separate account
in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose
of making application in public issues and clear demarcated funds should be available in such account for such
applications.
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration
issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company reserves 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, 2016 as amended are broadly set forth below:
(a) equity shares of a company: the lower of 10% of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
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(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or
15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies
belonging to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a
general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of
10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above,
as the case may be.
Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars
issued by IRDAI from time to time.
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹ 2,500
lacs, a certified copy of a 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 in consultation with the BRLM
reserves the right to reject any Bid, without assigning any reason thereof.
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
Eligible FPIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the India,
insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a
minimum corpus of ₹ 25,000 lacs (subject to applicable law) and pension funds with a minimum corpus of ₹25,000
lacs, 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 reserves the right to accept or reject any Bid in whole
or in part, in either case, without assigning any reason thereof.
Our Company in consultation with the BRLM in their 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.
In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, a certified
copy of (i) the certificate of registration issued by the RBI, (ii) a certified copy of its last audited financial statements
on a standalone basis and a net worth certificate from its statutory auditor(s) and (iii) such other approval as may be
required by the Systemically Important Non-Banking Financial Companies, must be attached to the Bid-cum
Application Form.
Failing this, our Company reserves the right to reject any Bid, without assigning any reason thereof. Systemically
important non-banking financial companies participating in the Issue shall comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Our Company in consultation with the BRLM, considered participation by Anchor Investors in the Issue and allocated
upto 60% of the QIB Portion in accordance with the SEBI ICDR Regulations. Only QIBs as defined in Regulation
2(1)(ss) of the SEBI ICDR Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI ICDR
Regulations are eligible to invest. The QIB Portion was reduced in proportion to allocation under the Anchor Investor
Portion. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares could be added
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to the Net QIB Portion. In accordance with the SEBI ICDR Regulations, the key terms for participation in the Anchor
Investor Portion are provided below.
i. Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices of the
BRLM.
ii. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 1000 lacs.
A Bid cannot be submitted for over 60 % of the QIB Portion. In case of a Mutual Fund, separate Bids by
individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹ 1,000
lacs.
iii. One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds.
iv. Bidding for Anchor Investors opened one Working Day before the Bid/ Issue Opening Date, i.e., the Anchor
Investor Bidding Date, and was completed on the same day.
v. Our Company in consultation with the BRLM finalised allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than:
a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹ 1,000 lacs;
b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹ 1,000 lacs but up to ₹25,000 lacs, subject to a minimum Allotment of ₹ 500 lacs per
Anchor Investor; and
c) in case of allocation above ₹25,000 lacs under the Anchor Investor Portion, a minimum of five such investors
and a maximum of 15 Anchor Investors for allocation up to ₹ 25,000 lacs, and an additional 10 Anchor
Investors for every additional ₹25,000 lacs, subject to minimum allotment of ₹ 500 lacs per Anchor Investor.
vi. Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made was made available in the
public domain the BRLM before the Bid/ Issue Opening Date, through intimation to the Stock Exchange.
vii. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
viii. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price was payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Issue Price is lower than the Anchor
Investor Allocation Price, Allotment to successful Anchor Investors was at the higher price, i.e., the Anchor
Investor Issue Price.
ix. Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the date
of Allotment.
x. The BRLM or any associates of the BRLM (other than mutual funds sponsored by entities which are associate
of the BRLM or insurance companies promoted by entities which are associate of the BRLM or Alternate
Investment Funds (AIFs) sponsored by the entities which are associate of the BRLM or FPIs other than
Category III sponsored by the entities which are associate of the BRLM), our Promoters, Promoter Group or
any person related to them will not participate in the Anchor Investor Portion. It is clarified that a qualified
institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters
or promoter group of the issuer: (i) rights under a shareholders’ agreement or voting agreement entered into
with promoters or promoter group of the issuer; or (ii) veto rights; or (iii) right to appoint any nominee director
on the board of the issuer. The parameters for selection of Anchor Investors will be clearly identified by the
BRLM and made available as part of the records of the BRLM for inspection by SEBI.
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xi. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
xii. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that
any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or regulation or as specified in this Red Herring
Prospectus. The investment limits for Systemically Important Non-Banking Financial Companies shall be as
prescribed by RBI from time to time.
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing this Red Herring Prospectus with
the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i) all editions
of English national newspaper Business Standard; (ii) all editions of Hindi national newspaper Business Standard; and
(iii) all editions of Telugu newspaper Nava Telangana, each with wide circulation.
In the pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed
in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment Advertisement
Our Company, the BRLM and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of English national daily newspaper Business
Standard, all editions of Hindi national daily newspaper Business Standard and all editions of the Telugu daily
newspaper Nava Telangana (Telugu being the regional language of Telangana, where our Registered Office is
located).
(a) Our Company and the Underwriters intend to enter into an Underwriting Agreement on or immediately after the
determination of the Issue Price.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain
details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting arrangements and will be
complete in all material respects.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of
their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can
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revise their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date. Anchor
Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Retail Individual
Investors Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs
to you and no one else. Retail Individual Investors using the UPI Mechanism must mention their correct UPI ID
and shall use only his/her own bank account which is linked to such UPI ID;
4. Retail Individual Investors Bidding using the UPI Mechanism shall ensure that the bank, with which they have
their bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0
certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
5. Retail Individual Investors Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile
applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on
the SEBI website. An application made using incorrect UPI handle or using a bank account of an SCSB or bank
which is not mentioned on the SEBI website is liable to be rejected;
6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the
Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre within the prescribed time. RIIs using UPI Mechanism, may
submit their ASBA Forms with Syndicate, sub-Syndicate Members, Registered Brokers, RTA or CDP;
9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form;
10. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
11. 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;
12. Bidders should ensure that they receive the Acknowledgment slip or the acknowledgement number duly signed
and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application Form;
13. 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 any of the Designated Intermediaries;
14. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
15. 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, (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, and (iii) any other
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category of Bidders, including without limitation, multilateral/bilateral institutions, which may be exempted from
specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under
the IT 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. All other applications in which PAN is not
mentioned will be rejected;
16. Ensure that the Demographic Details are updated, true and correct in all respects;
17. 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;
18. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;
19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;
20. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;
21. Retail Individual Investors Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate
Request generated by the Sponsor Bank to authorise blocking of funds equivalent to application amount and
subsequent debit of funds in case of Allotment, in a timely manner;
22. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN
available in the Depository database, then such Bids are liable to be rejected;
23. However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such
FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account numbers, Client
IDs and DP IDs.
24. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their
investment managers in such confirmation which shall be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
25. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is
submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as
specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated
Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at
[Link]
26. Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form, or
have otherwise provided an authorization to the SCSB or the Sponsor Bank, as applicable via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form at the time of submission of the Bid;
27. Retail Individual Investors Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed
and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI
Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, the Retail
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Individual Investor shall be deemed to have verified the attachment containing the application details of the
Retail Individual Investor Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to
block the entire Bid Amount and authorized the Sponsor Bank to issue a request to block the Bid Amount
mentioned in the Bid Cum Application Form in his/her ASBA Account;
28. Retail Individual Investors Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder
(in case of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form;
29. Retail Individual Investors Bidding using the UPI Mechanism, who have revised their Bids subsequent to making
the initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorise
blocking of funds equivalent to the revised Bid Amount in his/her account and subsequent debit of funds in case
of allotment in a timely manner;
30. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices, which are recategorised
as category II FPI and registered with SEBI, for a Bid Amount of less than ₹200,000 would be considered under
the Retail Portion for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be
considered under the Non-Institutional Category for allocation in the Offer; and
31. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.
32. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00p.m. of
the Working Day immediately after the Bid/ Offer Closing Date.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don’ts:
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 a Designated Intermediary;
4. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;
5. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only;
7. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding
Centres;
8. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;
9. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
10. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer/Offer 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 or under the terms of the Red
Herring Prospectus;
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12. Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;
13. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date;
14. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
15. If you are a RII and are using UPI mechanism, do not submit more than one Bid cum Application Form for each
UPI ID
16. Do not submit the General Index Register (GIR) number instead of the PAN;
17. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
18. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking
in the relevant ASBA Account or in the case of Retail Individual Investors Bidding using the UPI Mechanism,
in the UPI-linked bank account where funds for making the Bid are available;
19. 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. Retail Individual Investors can revise or
withdraw their Bids until the Bid/Offer Closing Date;
20. 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;
21. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in
case of Bids submitted by Retail Individual Investors using the UPI Mechanism;
22. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
23. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);
24. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a Retail Individual
Investor Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application
and/or UPI handle that is not listed on the website of SEBI;
25. Do not submit a Bid using UPI ID, if you are not a Retail Individual Investor;
26. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;
27. Anchor Investors shall not bid through the ASBA Process;
28. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company;
29. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case
of Bids submitted by Retail Individual Investors using the UPI Mechanism); and
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
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In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of
₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for
cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the
amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through
the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total
cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount,
the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount,
whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any
delay in unblocking of non-allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Issue Closing
Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount,
whichever is higher for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date
by the SCSB responsible for causing such delay in unblocking. The BRLM shall be liable for compensating the Bidder
at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt
of the Investor grievance until the date on which the blocked amounts are unblocked.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
Further, helpline details of the BRLM pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021 are set forth in the table below:
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall ensure
that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI
ICDR Regulations or as may be prescribed by SEBI from time to time.
Our Company will not make any allotment in excess of the Equity Shares offered through the Issue through the offer
document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with
the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the net offer to
public may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the Retail Individual Investors and Anchor Investors shall
be on a proportionate basis within the respective investor categories and the number of securities allotted shall be
rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as
determined and disclosed.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot, subject
to the availability of shares in Retail Individual Investor category, and the remaining available shares, if any, shall be
allotted on a proportionate basis.
For Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to this Red Herring Prospectus or the
Prospectus.
The Allotment of Equity Shares to Bidders/Applicants other than Retail Individual Bidders and Anchor Investors may
be on proportionate basis. No Retail Individual Bidder will be allotted less than the minimum Bid Lot subject to
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availability of shares in Retail Individual Bidder 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% of the Issue.
Allotment to RIBs
Bids received from the RIBs 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 Portion at or above the Issue
Price, full Allotment may be made to the RIBs to the extent of the valid Bids. If the aggregate demand in this category
is greater than the allocation to in the Retail Portion at or above the Issue Price, then the maximum number of RIBs
who can be Allotted the minimum Bid Lot will be computed by dividing the total number of Equity Shares available
for Allotment to RIBs by the minimum Bid Lot (“Maximum RIB Allottees”).
The Allotment to the RIBs will then be made in the following manner:
1. In the event the number of RIBs who have submitted valid Bids in the Issue is equal to or less than Maximum
RIB Allottees, (i) all such RIBs shall be Allotted the minimum Bid Lot; and (ii) the balance available Equity
Shares, if any, remaining in the Retail Portion shall be Allotted on a proportionate basis to the RIBs 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).
2. In the event the number of RIBs who have submitted valid Bids in the Issue is more than Maximum RIB
Allottees, the RIBs (in that category) who will then be Allotted minimum Bid Lot shall be determined on the
basis of draw of lots.
Allotment to NIBs
Bids received from NIBs at or above the Issue Price may be grouped together to determine the total demand under
this category. The Allotment to all successful NIBs 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 NIBs 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.
Allotment to QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations, 2018,
this Red Herring Prospectus or the Prospectus. Bids received from QIBs Bidding in the QIB Portion (net of Anchor
Portion) at or above the Issue Price may be grouped together to determine the total demand under this category. The
QIB Portion 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:
1. In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion may be determined as follows:
(i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds may be
done on a proportionate basis for up to 5% of the QIB Portion; (ii) In the event that the aggregate demand from
Mutual Funds is less than 5% of the QIB Portion 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;
2. In the second instance, Allotment to all QIBs may be determined as follows: (i) In the event of oversubscription
in the QIB Portion, all QIBs who have submitted Bids above the Issue Price may be Allotted Equity Shares on a
proportionate basis for up to 95% of the QIB Portion; (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) Undersubscription below 5% of the QIB Portion, if any, from
Mutual Funds, may be included for allocation to the remaining QIBs on a proportionate basis.
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(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the discretion of our
Company in consultation with the Book Running Lead Manager, subject to compliance with the following
requirements:
i. not more than 60 % 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
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 ₹ 1,000 lacs;
• a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation
of more than ₹ 1,000 lacs and up to ₹25,000 lacssubject to minimum Allotment of ₹ 500 lacs per such
Anchor Investor; and
• a minimum number of five Anchor Investors and maximum number of 15 Anchor Investors for allocation
more than ₹25,000 lacs, and an additional 10 Anchor Investors for every additional ₹25,000 lacsor part
thereof, subject to minimum Allotment of ₹ 500 lacs per such Anchor Investor.
(b) An Anchor Investor shall make an application of a value of at least ₹ 1,000 lacs in the Issue.
(c) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of our Company in consultation with the Book
Running Lead Manager, selected Anchor Investors will be sent a CAN and if required, a revised CAN.
(d) In the event that the Issue Price is higher than the Anchor Investor Issue 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 Issue 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.
(e) In the event the Issue Price is lower than the Anchor Investor Issue Price, Anchor Investors who have been Allotted
Equity Shares will directly receive Allotment Advice.
Basis of allotment for QIBs (other than Anchor Investors), NIBs and Reserved Category in case of over-
subscribed issue
In the event of the Issue being over-subscribed, our Company, in consultation with the BRLM may finalise the Basis
of Allotment with the approval of the Designated Stock Exchange in accordance with the SEBI ICDR Regulations.
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
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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 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.
(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by
allocation of Equity Shares to Anchor Investors from the Escrow Account, as per the terms of the Escrow
Agreement, into the Public Issue Account with the Banker 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 applying in
the Anchor Investor Portion shall be made from the Refund Account as per the terms of the Escrow Agreement
and the Red Herring Prospectus. On the Designated Date, the Registrar to the Issue shall instruct the SCSBs to
transfer funds represented by allocation of Equity Shares from ASBA Accounts into the Public Issue Account.
(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 Equity Shares to the successful
Bidders’/Applicants’ Depository Account will be completed within six (6) Working Days of the Bid/Issue Closing
Date.
Our Company shall ensure that “at par” facility is provided for encashment of refund orders for applications other
than Application Supported by Blocked Amount process.
Our Company in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors to
whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names will be notified to such Anchor 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: “Sigachi Industries Limited IPO Escrow-Anchor Investor-R”
(b) In case of Non-Resident Anchor Investors: “Sigachi Industries Limited IPO Escrow-Anchor Investor-NR”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to
facilitate collections of Bid amounts from Anchor Investors.
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Depository Arrangements
The Allotment of the Equity Shares in the Issue shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context,
tripartite agreements had been signed among the Company, the respective Depositories and the Registrar to the Issue:
Agreement dated March 11, 2020 amongst NSDL, the Company and Registrar to the Issue.
Agreement dated March 19, 2020 amongst CDSL, the Company and Registrar to the Issue.
The above information is given for the benefit of the Bidders/ applicants. Our Company and the BRLM are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus. Bidders/ applicants are advised to make their independent
investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits under
applicable laws or regulations.
1. Adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Forms from Anchor Investors;
2. The complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
3. 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 six (6) Working Days of the
Bid/Issue Closing Date or such other period as may be prescribed by SEBI;
4. If Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/ unblocked within the time prescribed under applicable law. If there is delay beyond
the prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;
5. The funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall
be made available to the Registrar to the Issue by our Company;
6. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
7. Promoters’ contribution, if any, shall be brought in advance before the Bid/Issue Opening Date.
8. The Allotment advice / refund confirmation to Eligible NRIs shall be dispatched within specified time, subject to
availability of postal services in India;
9. That, except for the Pre-IPO Placement (if any) no further issue of the Equity Shares shall be made till the Equity
Shares offered through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA
Account/refunded on account of non-listing, under-subscription, etc.;
10. If our Company 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;
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11. If our Company, withdraws the issue at any stage including after closure of bidding, our Company shall be
required to file a fresh draft offer document with the Board, in the event our Company subsequently decide to
proceed with the Issue; and
12. Our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchangeswhere listing is sought has been received.
Filing
A copy of this Red Herring Prospectus dated August 9, 2021 shall be submitted to SEBI by way of an e-mail at
cfddil@[Link] accordance with the instructions issued by the SEBI through its circular dated March 27, 2020,
in relation to “Easing of Operational Procedure – Division of Issues and Listing – CFD” and will be filed with SEBI
electronically on the SEBI intermediary portal at [Link] in accordance with SEBI circular
bearing reference SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018.
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 would be filed with the RoC, and a copy of the Prospectus shall be filed with
the RoC at its office located at the Registrar of Companies, Telangana, 2nd floor, Corporate Bhawan, GSI Post,
Tattiannaram Nagole, Bandlaguda Hyderabad - 500 068, Telangana, India, as required under Sections 26 and 32 of
the Companies Act, 2013 and through the electronic portal at
[Link]
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;
Details of all monies utilised out of the 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; and
Details of all unutilised monies out of the Fresh 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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RESTRICTIONS 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. The Union Cabinet, as provided in the Cabinet Press Release dated May 24, 2017, has given
its approval for phasing out the FIPB. Accordingly, the process for foreign direct investment (“FDI”) and approval
from the Government of India will now be handled by the concerned ministries or departments, in consultation with
the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India
(“DIPP”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated June
5, 2017 has notified the specific ministries handling relevant sectors
The Government has, from time to time, made policy pronouncements on FDI through press notes and press releases.
The DIPP issued the Consolidated FDI Policy Circular of 2017 (“FDI Circular 2017”), which, with effect from
August 28, 2017, consolidated and superseded all previous press notes, press releases and clarifications on FDI issued
by the DIPP that were in force and effect as on August 28, 2017. The Government proposes to update the consolidated
circular on FDI policy once every year and therefore, FDI Circular 2017 will be valid until the DIPP issues an updated
circular. The DIPP issued the Standard Operating Procedure (“SOP”) for Processing FDI Proposals on June 29, 2017,
provides a list of the competent authorities for granting approval for foreign investment for sectors/activities requiring
Government approval. For sectors or activities that are currently under automatic route but which required
Government approval earlier as per the extant policy during the relevant period, the concerned Administrative
Ministry/Department shall act as the competent authority (the “Competent Authority”) for the grant of post-facto
approval for foreign investment. In circumstances where there is a doubt as to which department shall act as the
competent authority, DIPP shall identify the Competent Authority. Further as per the Press Note No. 3 of 2020 dated
April 17, 2020 issued by the DIPP, has amended the FDI Policy to include restrictions on entities belonging to a
country, which shares land border with India or where the beneficial owner of an investment into India is situated in
or is a citizen of any such country, where they can invest only under the Government route. Further, a citizen of
Pakistan or an entity incorporated in Pakistan can invest, only under the Government route, in sectors/activities other
than defence, space, atomic energy and sectors/activities prohibited for foreign investment.
As per current foreign investment policies, the transfer of shares between an Indian resident and a non-resident does
not require the prior approval of the RBI, provided that (i) the activities of the investee company are under the
automatic route under the foreign direct investment policy and FEMA and transfer does not attract 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 guidelines prescribed by SEBI / RBI. The Union Cabinet, as provided in the Cabinet
Press Release dated May 24, 2017, has given its approval for phasing out the FIPB and accordingly, the process for
FDI and its approval from the Government of India will now be handled by the relevant ministries or departments, in
consultation with the DIPP.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue. The above information
is given for the benefit of the Bidders. Our Company and the BRLM 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 ensure that the number of Equity Shares Bid for do not
exceed the applicable limits under laws or regulations.
The Equity Shares have not been and will not be registered under the Securities Act, or the securities laws of
any state of the United States and may not be offered or sold within the United States, except pursuant to
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state securities laws. 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 Applications may not be
made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this RHP. Bidders are advised to make their independent investigations and ensure that the Applications are
not in violation of laws or regulations applicable to them.
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SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association
of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main
provisions of the Articles of Association of our Company are detailed below:
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Article Articles Particulars
No.
(b) No such Shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) 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 security premium account, before the Shares are redeemed;
(d) Where any such Shares are redeemed otherwise then out of the proceeds of
a fresh issue, there shall out of profits which would otherwise have been
available for dividend, 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 55of the Act apply as if the Capital Redemption Reserve Account
were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of
preference shares hereunder may be effected in accordance with the terms
and conditions of their issue and in the absence of any specific terms and
conditions in that behalf, in such manner as the Directors may think fit. The
reduction of Preference Shares under the provisions by the Company shall
not be taken as reducing the amount of its Authorized Share Capital
10. Reduction of The Company may (subject to the provisions of sections 52, 55, 66, both
capital inclusive, and other applicable provisions, if any, of the Act) from time to time
by Special Resolution reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account
In any manner for the time being, authorized by law and in particular capital may
be paid off on the footing that it may be called up again or otherwise. This Article
is not to derogate from any power the Company would have, if it were omitted.
11. Debentures Any debentures, debenture-stock or other securities may be issued at a discount,
premium or otherwise and may be issued on condition that they shall be
convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares, attending
(but not voting) at the General Meeting, appointment of Directors and otherwise.
Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the Company in the General Meeting by a Special
Resolution.
12. Issue of Sweat The Company may exercise the powers of issuing sweat equity shares conferred
Equity Shares by Section 54 of the Act of a class of shares already issued subject to such
conditions as may be specified in that sections and rules framed thereunder.
13. ESOP The Company may issue shares to Employees including its Directors other than
independent directors and such other persons as the rules may allow, under
Employee Stock Option Scheme (ESOP) or any other scheme, if authorized by a
Special Resolution of the Company in general meeting subject to the provisions
of the Act, the Rules and applicable guidelines made there under, by whatever
name called.
14. Buy Back of shares Notwithstanding anything contained in these articles but subject to the provisions
of sections 68 to 70 and any other applicable provision of the Act or any other
law for the time being in force, the company may purchase its own shares or other
specified securities.
15. Consolidation, Subject to the provisions of Section 61 of the Act, the Company in general
Sub-Division And meeting may, from time to time, sub-divide or consolidate all or any of the share
Cancellation capital into shares of larger amount than its existing share or sub-divide its shares,
or any of them into shares of smaller amount than is fixed by the Memorandum;
subject nevertheless, to the provisions of clause (d) of sub-section (1) of Section
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Article Articles Particulars
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61; Subject as aforesaid the Company in general meeting may also cancel shares
which 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.
16. Issue of Depository Subject to compliance with applicable provision of the Act and rules framed
Receipts thereunder the company shall have power to issue depository receipts in any
foreign country.
17. Issue of Securities Subject to compliance with applicable provision of the Act and rules framed
thereunder the company shall have power to issue any kind of securities as
permitted to be issued under the Act and rules framed thereunder.
MODIFICATION OF CLASS RIGHTS
18. Modification of (a) If at any time the share capital, by reason of the issue of Preference Shares or
rights otherwise is divided into different classes of shares, all or any of the rights
privileges attached to any class (unless otherwise provided by the terms of issue
of the shares of the class) may, subject to the provisions of Section 48 of the Act
and whether or not the Company is being wound-up, be varied, modified or dealt,
with the consent in writing of the holders of not less than three-fourths of the
issued shares of that class or with the sanction of a Special Resolution passed at
a separate general meeting of the holders of the shares of that class. The
provisions of these Articles relating to general meetings shall mutatis mutandis
apply to every such separate class of meeting.
Provided that if variation by one class of shareholders affects the rights of any
other class of shareholders, the consent of three-fourths of such other class of
shareholders shall also be obtained and the provisions of this section shall apply
to such variation.
New Issue of (b) The rights conferred upon the holders of the Shares including Preference
Shares not to affect Share, if any) of any class issued with preferred or other rights or privileges shall,
rights attached to unless otherwise expressly provided by the terms of the issue of shares of that
existing shares of class, be deemed not to be modified, commuted, affected, abrogated, dealt with
that class. or varied by the creation or issue of further shares ranking pari passu therewith.
19. Shares at the Subject to the provisions of Section 62 of the Act and these Articles, the shares
disposal of the in the capital of the company for the time being shall be under the control of the
Directors. Directors who may issue, allot or otherwise dispose of the same or any of them
to such persons, in such proportion and on such terms and conditions and either
at a premium or at par and at such time as they may from time to time think fit
and with the sanction of the company in the General Meeting to give to any person
or persons the option or right to call for any shares either at par or premium during
such time and for such consideration as the Directors think fit, and may issue and
allot shares in the capital of the company on payment in full or part of any
property sold and transferred or for any services rendered to the company in the
conduct of its business and any shares which may so be allotted may be issued as
fully paid up shares and if so issued, shall be deemed to be fully paid shares.
20. Power to issue The Company may issue shares or other securities in any manner whatsoever
shares on including by way of a preferential offer, to any persons whether or not those
preferential basis. persons include the persons referred to in clause (a) or clause (b) of sub-section
(1) of section 62 subject to compliance with section 42 and 62 of the Act and rules
framed thereunder.
21. Shares should be The shares in the capital shall be numbered progressively according to their
Numbered several denominations, and except in the manner hereinbefore mentioned no
progressively and share shall be sub-divided. Every forfeited or surrendered share shall continue to
no share to be bear the number by which the same was originally distinguished.
subdivided.
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22. Acceptance of An application signed by or on behalf of an applicant for shares in the Company,
Shares. followed by an allotment of any shares therein, shall be an acceptance of shares
within the meaning of these Articles, and every person who thus or otherwise
accepts any shares and whose name is on the Register shall for the purposes of
these Articles, be a Member.
23. Directors may allot Subject to the provisions of the Act and these Articles, the Directors may allot
shares as full paid- and issue shares in the Capital of the Company as payment or part payment for
up any property (including goodwill of any business) sold or transferred, goods or
machinery supplied or for services rendered to the Company either in or about
the formation or promotion of the Company or the conduct of its business and
any shares which may be so allotted may be issued as fully paid-up or partly paid-
up otherwise than in cash, and if so issued, shall be deemed to be fully paid-up or
partly paid-up shares as aforesaid.
24. Deposit and call The money (if any) which the Board shall on the allotment of any shares being
[Link] be a debt made by them, require or direct to be paid by way of deposit, call or otherwise,
payable in respect of any shares allotted by them shall become a debt due to and
immediately. recoverable by the Company from the allottee thereof, and shall be paid by him,
accordingly.
25. Liability of Every Member, or his heirs, executors, administrators, or legal representatives,
Members. 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 Company’s regulations, require on date fixed for the payment
thereof.
26. Registration of Shares may be registered in the name of any limited company or other corporate
Shares. body but not in the name of a firm, an insolvent person or a person of unsound
mind.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT
27. The Board shall observe the restrictions as regards allotment of shares to the
public, and as regards return on allotments contained in Sections 39 of the Act
CERTIFICATES
28. Share Certificates. (a) Every member 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 provided in the relevant laws) to several certificates,
each for one or more of such shares and the company shall complete and
have ready for delivery such certificates within two months from the date
of allotment, unless the conditions of issue thereof otherwise provide, or
within one month of the receipt of application for registration of transfer,
transmission, sub-division, consolidation or renewal of any of its shares as
the case may be. Every certificate of shares shall be under the seal of the
company and shall specify the number and distinctive numbers of shares in
respect of which it is issued and amount paid-up thereon and shall be in
such form as the directors may prescribe or approve, provided that 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 one of several joint holders shall be sufficient
delivery to all such holder. Such certificate 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 coupons of requisite value, save in cases
of issues against letter of acceptance or of renunciation or in cases of issue
of bonus shares. Every such certificate shall be issued under the seal of the
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Company, which shall be affixed in the presence of two Directors or
persons acting on behalf of the Directors under a duly registered power of
attorney and the Secretary or some other person appointed by the Board for
the purpose and two Directors or their attorneys and the Secretary or other
person shall sign the share certificate, provided that if the composition of
the Board permits of it, at least one of the aforesaid two Directors shall be
a person other than a Managing or whole-time Director. Particulars of every
share certificate issued shall be entered in the Register of Members against
the name of the person, to whom it has been issued, indicating the date of
issue.
(b) Any two or more joint allottees of shares shall, for the purpose of this
Article, be treated as a single member, and the certificate of any shares
which may be the subject of joint ownership, may be delivered to anyone
of such joint owners on behalf of all of them. For any further certificate the
Board shall be entitled, but shall not be bound, to prescribe a charge not
exceeding Rupees Fifty. The Company shall comply with the provisions of
Section 39 of the Act.
(c) 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.
29. Issue of new If any certificate be worn out, defaced, mutilated or torn or if there be no further
certificates in place space on the back thereof for endorsement of transfer, then upon production and
of those defaced, surrender thereof to the Company, a new Certificate may be issued in lieu thereof,
lost or destroyed. and if any certificate 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 Article
shall be issued without payment of fees if the Directors so decide, or on payment
of such fees (not exceeding Rs.50/- for each certificate) as the Directors shall
prescribe. Provided that no fee shall be charged for issue of new certificates 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 such Rules or Regulation or requirements of any Stock Exchange or the
Rules made under the Act or the rules made under Securities Contracts
(Regulation) Act, 1956, or any other Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the
Company.
30. The first named (a) If any share stands in the names of two or more persons, the person first named
joint holder in the Register shall as regard receipts of dividends or bonus or service of notices
deemed Sole and all or any other matter connected with the Company except voting at
holder. meetings, and the transfer of the shares, be deemed sole holder thereof but the
joint-holders of a share shall be severally as well as jointly liable for the payment
of all calls and other payments due in respect of such share and for all incidentals
thereof according to the Company’s regulations.
Maximum number (b) The Company shall not be bound to register more than three persons as the
of joint holders. joint holders of any share.
31. Company not Except as ordered by a Court of competent jurisdiction or as by law required, the
bound to recognise Company shall not be bound to recognise any equitable, contingent, future or
any interest in partial interest in any share, or (except only as is by these Articles otherwise
share other than expressly provided) any right in respect of a share other than an absolute right
thereto, in accordance with these Articles, in the person from time to time
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that of registered registered as the holder thereof but the Board shall be at liberty at its sole
holders. discretion to register any share in the joint names of any two or more persons or
the survivor or survivors of them.
32. Installment on If by the conditions of allotment of any share the whole or part of the amount or
shares to be duly issue price thereof shall be payable by installment, every such installment shall
paid. when due be paid to the Company by the person who for the time being and from
time to time shall be the registered holder of the share or his legal representative.
UNDERWRITING AND BROKERAGE
33. Commission Subject to the provisions of Section 40 (6) of the Act, the Company may at any
time pay a commission to any person in consideration of his subscribing or
agreeing, to subscribe (whether absolutely or conditionally) for any shares or
debentures in the Company, or procuring, or agreeing to procure subscriptions
(whether absolutely or conditionally) for any shares or debentures in the
Company but so that the commission shall not exceed the maximum rates laid
down by the Act and the rules made in that regard. Such commission may be
satisfied by payment of cash or by allotment of fully or partly paid shares or partly
in one way and partly in the other.
34. Brokerage The Company may pay on any issue of shares and debentures such brokerage as
may be reasonable and lawful.
CALLS
35. Directors may (1) The Board may, from time to time, subject to the terms on which any shares
make calls may have been issued and subject to the conditions of allotment, by a
resolution passed at a meeting of the Board and not by a circular resolution,
make such calls as it thinks fit, upon the Members in respect of all the 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.
(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by installments.
36. Notice of Calls Fifteen days’ notice in writing of 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.
37. Calls to date from A call shall be deemed to have been made at the time when the resolution of the
resolution. Board of Directors authorising such call was passed and may be made payable by
the members whose names appear on the Register of Members on such date or at
the discretion of the Directors on such subsequent date as may be fixed by
Directors.
38. Calls on uniform Whenever any calls for further share capital are made on shares, such calls shall
basis. be made on uniform basis on all shares falling under the same class. For the
purposes of this Article shares of the same nominal value of which different
amounts have been paid up shall not be deemed to fall under the same class.
39. Directors may The Board may, from time to time, at its discretion, extend the time fixed for the
extend time. payment of any call and may extend such time as to all or any of the members
who on account of the residence at a distance or other cause, which the Board
may deem fairly entitled to such extension, but no member shall be entitled to
such extension save as a matter of grace and favour.
40. Calls to carry If any Member fails to pay any call due from him on the day appointed for
interest. 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 not exceeding 21% per annum but nothing in this Article shall render it
obligatory for the Board to demand or recover any interest from any such
member.
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41. Sums deemed to be If by the terms of issue of any share or otherwise any amount is made payable at
calls. any fixed time or by installments at fixed time (whether on account of the amount
of the share or by way of premium) every such amount or installment shall be
payable as if it were a call duly made by the Directors and of which due notice
has been given and all the provisions herein contained in respect of calls shall
apply to such amount or installment accordingly.
42. Proof on trial of On the trial or hearing of any action or suit brought by the Company against any
suit for money due Member or his representatives for the recovery of any money claimed to be due
on shares. to the Company in respect of his shares, if shall be sufficient to prove that the
name of the Member in respect of whose shares the money is sought to be
recovered, appears entered on the Register of Members as the holder, at or
subsequent to the date at which the money is sought to be recovered is alleged to
have become due on the share in respect of which such money is sought to be
recovered in the Minute Books: and that notice of such call was duly given to the
Member or his representatives used in pursuance of these Articles: and that 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 was duly convened or constituted nor any other matters whatsoever,
but the proof of the matters aforesaid shall be conclusive evidence of the debt.
43. Judgment, decree, Neither a judgment nor a decree in favour of the Company for calls or other
partial payment moneys due in respect of any shares nor any part payment or satisfaction
motto proceed for thereunder nor the receipt by the Company of a portion of any money which shall
forfeiture. from time to time be due from any Member of 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 forfeiture of such shares as
hereinafter provided.
44. Payments in (a) The Board may, if it thinks fit, receive from any Member willing to advance
Anticipation of the same, all or any part of the amounts of his respective shares beyond the
calls may carry sums, actually called up and upon the moneys so paid in advance, or upon
interest so much thereof, 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 on
account of which such advances are made the Board may pay or allow
interest, at such rate as the member paying the sum in advance and the
Board agree upon. The Board 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: provided that moneys paid in advance of
calls on shares may carry interest but shall not confer a right to dividend or
to participate in profits.
(b) No Member paying any 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. The provisions of this Article shall
mutatis mutandis apply to calls on debentures issued by the Company.
LIEN
45. Company to have The Company shall have a first and paramount lien upon all the shares/debentures
Lien on shares. (other than fully paid-up shares/debentures) registered in the name of each
member (whether solely or jointly 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/debentures and no equitable interest in any
share shall be created except upon the footing and condition that this Article will
have full effect. And such lien shall extend to all dividends and bonuses from
time to time declared in respect of such shares/debentures. Unless otherwise
agreed the registration of a transfer of shares/debentures shall operate as a waiver
of the Company’s lien if any, on such shares/debentures. The Directors may at
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any time declare any shares/debentures wholly or in part to be exempt from the
provisions of this clause.
46. As to enforcing lien For the purpose of enforcing such lien the Directors may sell the shares subject
by sale. thereto in such manner as they shall think fit, but no sale shall be made until such
period as aforesaid shall have arrived and until notice in writing of the intention
to sell shall have been served on such member or the person (if any) entitled by
transmission to the shares and default shall have been made by him in payment,
fulfillment of discharge of such debts, liabilities or engagements for seven days
after such notice. To give effect to any such sale the Board may authorise some
person to transfer the shares sold to the purchaser thereof and purchaser shall be
registered as the holder of the shares comprised in any such transfer. Upon any
such sale as the Certificates in respect of the shares sold shall 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 lieu thereof to the purchaser or purchasers
concerned.
47. Application of The net proceeds of any such sale shall be received by the Company and applied
proceeds of sale. in or towards payment of such part of the amount in respect of which the lien
exists as is presently payable and the residue, if any, shall (subject to 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.
FORFEITURE AND SURRENDER OF SHARES
48. If call or If any Member fails to pay the whole or any part of any call or installment or any
installment not moneys due in respect of any shares either by way of principal or interest on or
paid, notice may be before the day appointed for the payment of the same, the Directors may, at any
given. time thereafter, during such time as the call or installment or any part thereof or
other moneys as aforesaid remains unpaid or a judgment or decree in respect
thereof remains unsatisfied in whole or in part, serve a notice on such Member or
on the person (if any) entitled to the shares by transmission, requiring him to pay
such call or installment of such part thereof or other moneys as remain unpaid
together with any interest that may have accrued and all reasonable expenses
(legal or otherwise) that may have been accrued by the Company by reason of
such non-payment. Provided that no such shares shall be forfeited if any moneys
shall remain unpaid in respect of any call or installment or any part thereof as
aforesaid by reason of the delay occasioned in payment due to the necessity of
complying with the provisions contained in the relevant exchange control laws or
other applicable laws of India, for the time being in force.
49. Terms of notice. The notice shall name a day (not being less than fourteen days from the date of
notice) and a place or places on and at which such call or installment and such
interest thereon as the Directors shall determine from the day on which such call
or installment ought to have been paid and expenses as aforesaid are to be paid.
The notice shall also state that, in the event of the non-payment at or before the
time and at the place or places appointed, the shares in respect of which the call
was made or installment is payable will be liable to be forfeited.
50. On default of If the requirements of any such notice as aforesaid shall not be complied with,
payment, shares to every or any share in respect of which such notice has been given, may at any
be forfeited. time thereafter but before payment of all calls or installments, interest and
expenses, due in respect thereof, be forfeited by resolution of the Board to that
effect. Such forfeiture shall include all dividends declared or any other moneys
payable in respect of the forfeited share and not actually paid before the forfeiture.
51. Notice of forfeiture When any shares have been forfeited, notice of the forfeiture shall be given to the
to a Member 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
Members.
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52. Forfeited shares to Any shares so forfeited, shall be deemed to be the property of the Company and
be property of the may be sold, re-allotted, or otherwise disposed of, either to the original holder
Company and may thereof or to any other person, upon such terms and in such manner as the Board
be sold etc. in their absolute discretion shall think fit.
53. Members still Any Member whose shares have been forfeited shall notwithstanding the
liable to pay money forfeiture, be liable to pay and shall forthwith pay to the Company, on demand
owing at time of all calls, installments, interest and expenses owing upon or in respect of such
forfeiture and shares at the time of the forfeiture, together with interest thereon from the time of
interest. the forfeiture until payment, at such rate as the Board may determine and the
Board may enforce the payment of the whole or a portion thereof as if it were a
new call made at the date of the forfeiture, but shall not be under any obligation
to do so.
54. Effect of forfeiture. The forfeiture shares shall involve extinction at the time of the forfeiture, of all
interest in all claims and demand against the Company, in respect of the share
and all other rights incidental to the share, except only such of those rights as by
these Articles are expressly saved.
55. Evidence of A declaration in writing that the declarant is a Director or Secretary of the
Forfeiture. Company and that shares in the Company have 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.
56. Title of purchaser The Company may receive the consideration, if any, given for the share on any
and allottee of sale, re-allotment or other disposition thereof and the person to whom such share
Forfeited shares. is sold, re-allotted or disposed of may be registered as the holder of the share and
he shall not be bound to see to the application of the consideration: if any, nor
shall his title to the share be affected by any irregularly or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or other disposal of
the shares.
57. Cancellation of Upon any sale, re-allotment or other disposal under the provisions of the
share certificate in preceding Article, the certificate or certificates originally issued in respect of the
respect of forfeited relative shares shall (unless the same shall on demand by the Company have been
shares. 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 duplicate certificate or certificates in respect of the said shares to the person or
persons entitled thereto.
58. Forfeiture may be In the meantime and until any share so forfeited shall be sold, re-allotted, or
remitted. otherwise dealt with as aforesaid, the forfeiture thereof may, at the discretion and
by a resolution of the Directors, be remitted as a matter of grace and favour, and
not as was owing thereon to the Company at the time of forfeiture being declared
with interest for the same unto the time of the actual payment thereof if the
Directors shall think fit to receive the same, or on any other terms which the
Director may deem reasonable.
59. Validity of sale 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 Members in respect of the Shares sold, and the
purchasers 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 Members 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.
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60. Surrender of The Directors may, subject to the provisions of the Act, accept a surrender of any
shares. share from or by any Member desirous of surrendering on such terms the
Directors may think fit.
TRANSFER AND TRANSMISSION OF SHARES
61. Execution of the (a) The instrument of transfer of any share in or debenture of the Company
instrument of shall be executed by or on behalf of both the transferor and transferee.
shares. (b) The transferor shall be deemed to remain a holder of the share or debenture
until the name of the transferee is entered in the Register of Members or
Register of Debenture holders in respect thereof.
62. Transfer Form. The instrument of transfer of any share or debenture shall be in writing and all
the provisions of Section 56 and statutory modification thereof including other
applicable provisions of the Act shall be duly complied with in respect of all
transfers of shares or debenture and registration thereof.
The instrument of transfer shall be in a common form approved by the Exchange;
63. Transfer not to be The Company shall not register a transfer in the Company other than the transfer
registered except between persons both of whose names are entered as holders of beneficial interest
on production of in the records of a depository, unless a proper instrument of transfer duly stamped
instrument of and executed by or on behalf of the transferor and by or on behalf of the transferee
transfer. and specifying the name, address and occupation if any, of the transferee, has
been delivered to the Company along with the certificate relating to the shares or
if no such share certificate is in existence along with the letter of allotment of the
shares: Provided that where, on an application in writing made to the Company
by the transferee and bearing the stamp, required for an instrument of transfer, it
is proved to the satisfaction of the Board of Directors that the instrument of
transfer signed by or on behalf of the transferor and by or on behalf of the
transferee has been lost, the Company may register the transfer on such terms as
to indemnity as the Board may think fit, provided further that nothing in this
Article shall prejudice any power of the Company to register as shareholder any
person to whom the right to any shares in the Company has been transmitted by
operation of law.
64. Directors may Subject to the provisions of Section 58 of the Act and Section 22A of the
refuse to register Securities Contracts (Regulation) Act, 1956, the Directors may, decline to
transfer. register—
(a) any transfer of shares on which the company has a lien.
That registration of transfer shall however 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;
65. Notice of refusal to If the Company refuses to register the transfer of any share or transmission of any
be given to right therein, the Company shall within one month from the date on which the
transferor and instrument of transfer or intimation of transmission was lodged with the
transferee. Company, send notice of refusal to the transferee and transferor or to the person
giving intimation of the transmission, as the case may be, and there upon the
provisions of Section 56 of the Act or any statutory modification thereof for the
time being in force shall apply.
66. No fee on transfer. No fee shall be charged for registration of transfer, transmission, Probate,
Succession Certificate and letter of administration, Certificate of Death or
Marriage, Power of Attorney or similar other document with the Company.
67. Closure of Register The Board of Directors shall have power on giving not less than seven days
of Members or pervious notice in accordance with section 91 and rules made thereunder close
debenture holder the Register of Members and/or the Register of debentures holders and/or other
or other security security holders at such time or times and for such period or periods, not
holders. exceeding thirty days at a time, and not exceeding in the aggregate forty five days
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at a time, and not exceeding in the aggregate forty five days in each year as it may
seem expedient to the Board.
68. Custody of The instrument of transfer shall after registration be retained by the Company and
transfer Deeds. shall remain in its custody. All instruments of transfer which the Directors may
decline to register shall on demand be returned to the persons depositing the same.
The Directors may cause to be destroyed all the transfer deeds with the Company
after such period as they may determine.
69. Application for Where an application of transfer relates to partly paid shares, the transfer shall
transfer of partly not be registered unless the Company gives notice of the application to the
paid shares. transferee and the transferee makes no objection to the transfer within two weeks
from the receipt of the notice.
70. Notice to For this purpose the notice to the transferee shall be deemed to have been duly
transferee. given if it is dispatched by prepaid registered post/speed post/ courier to the
transferee at the address given in the instrument of transfer and shall be deemed
to have been duly delivered at the time at which it would have been delivered in
the ordinary course of post.
71. Recognition of (a) On the death of a Member, the survivor or survivors, where the Member
legal was a joint holder, and his nominee or nominees or legal representatives
representative. where he was a sole holder, shall be the only person recognized by the
Company as having any title to his interest in the shares.
(b) Before recognising any executor or administrator or legal representative,
the Board may require him to obtain a Grant of Probate or Letters
Administration or other legal representation as the case may be, from some
competent court in India.
Provided nevertheless that in any case where the Board in its absolute
discretion thinks fit, it shall be lawful for the Board to dispense with the
production of Probate or letter of Administration or such other legal
representation upon such terms as to indemnity or otherwise, as the Board
in its absolute discretion, may consider adequate
(c) Nothing in clause (a) above shall release the estate of the deceased joint
holder from any liability in respect of any share which had been jointly held
by him with other persons.
72. Titles of Shares of The Executors or Administrators of a deceased Member or holders of a
deceased Member Succession Certificate or the Legal Representatives in respect of the Shares of a
deceased Member (not being one of 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 Members, and the Company shall not be bound to recognize
such Executors or Administrators or holders of Succession Certificate or the
Legal Representative unless such Executors or Administrators or Legal
Representative shall 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 of Directors in its
absolute discretion thinks fit, the Board upon such terms as to indemnity or
otherwise as the Directors may deem proper dispense with production of Probate
or Letters of Administration or Succession Certificate and register Shares
standing in the name of a deceased Member, as a Member. However, provisions
of this Article are subject to Sections 72of the Companies Act.
73. Notice of Where, in case of partly paid Shares, an application for registration is made by
application when the transferor, the Company shall give notice of the application to the transferee
to be given in accordance with the provisions of Section 56 of the Act.
74. Registration of Subject to the provisions of the Act and these Articles, any person becoming
persons entitled to entitled to any share in consequence of the death, lunacy, bankruptcy, insolvency
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share otherwise of any member or by any lawful means other than by a transfer in accordance
than by transfer. with these presents, may, with the consent of the Directors (which they shall not
(transmission be under any obligation to give) upon producing such evidence that he sustains
clause). the character in respect of which he proposes to act under this Article or of this
title as the Director shall require either be registered as member in respect of such
shares or elect to have some person nominated by him and approved by the
Directors registered as Member in respect of such shares; provided nevertheless
that if such person shall elect to have his nominee registered he shall testify his
election by executing in favour of his nominee an instrument of transfer in
accordance so he shall not be freed from any liability in respect of such shares.
This clause is hereinafter referred to as the ‘Transmission Clause’.
75. Refusal to register Subject to the provisions of the Act and these Articles, the Directors shall have
nominee. the same right to refuse or suspend register a person entitled by the transmission
to any shares or his nominee as if he were the transferee named in an ordinary
transfer presented for registration.
76. Board may require Every transmission of a share shall be verified in such manner as the Directors
evidence of may require and the Company may refuse to register any such transmission until
transmission. the same be so verified or until or unless an indemnity be given to the Company
with regard to such registration which the Directors at their discretion shall
consider sufficient, provided nevertheless that there shall not be any obligation
on the Company or the Directors to accept any indemnity.
77. Company not The Company shall incur no liability or responsibility whatsoever in consequence
liable for disregard of its registering or giving effect to any transfer of shares made, or purporting to
of a notice be made by any apparent legal owner thereof (as shown or appearing in the
prohibiting Register or Members) to the prejudice of persons having or claiming any
registration of equitable right, title or interest to or in the same shares notwithstanding that the
transfer. 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 the Company and the Company shall not be bound
or require to regard or attend or give effect to any notice which may be given to
them 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 Directors shall
so think fit.
78. Form of transfer In the case of any share registered in any register maintained outside India the
Outside India. instrument of transfer shall be in a form recognized by the law of the place where
the register is maintained but subject thereto shall be as near to the form
prescribed in Form no. SH-4 hereof as circumstances permit.
79. No transfer to No transfer shall be made to any minor, insolvent or person of unsound mind.
insolvent etc.
NOMINATION
80. Nomination i) Notwithstanding anything contained in the articles, every holder of
securities of the Company may, at any time, nominate a person in whom
his/her securities shall vest in the event of his/her death and the provisions
of Section 72 of the Companies Act, 2013shall apply in respect of such
nomination.
ii) No person shall be recognized by the Company as a nominee unless an
intimation of the appointment of the said person as nominee has been given
to the Company during the lifetime of the holder(s) of the securities of the
Company in the manner specified under Section 72of the Companies Act,
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2013 read with Rule 19 of the Companies (Share Capital and Debentures)
Rules, 2014
iii) The Company shall not be in any way responsible for transferring the
securities consequent upon such nomination.
iv) lf the holder(s) of the securities survive(s) nominee, then the nomination
made by the holder(s) shall be of no effect and shall automatically stand
revoked.
81. Transmission of A nominee, upon production of such evidence as may be required by the Board
Securities by and subject as hereinafter provided, elect, either-
nominee (i) to be registered himself as holder of the security, as the case may be; or
(ii) to make such transfer of the security, as the case may be, as the deceased
security holder, could have made;
(iii) if the nominee elects to be registered as holder of the security, himself, as
the case may be, he shall deliver or send to the Company, a notice in writing
signed by him stating that he so elects and such notice shall be accompanied
with the death certificate of the deceased security holder as the case may
be;
(iv) a nominee shall be entitled to the same dividends and other advantages to
which he would be entitled to, if he were the registered holder of the security
except that he shall not, before being registered as a member in respect of
his security, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company.
Provided further that the Board may, at any time, give notice requiring any such
person to elect either to be registered himself or to transfer the share or debenture,
and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other moneys payable or rights
accruing in respect of the share or debenture, until the requirements of the notice
have been complied with.
DEMATERIALISATION OF SHARES
82. Dematerialisation Subject to the provisions of the Act and Rules made thereunder the Company may
of Securities offer its members facility to hold securities issued by it in dematerialized form.
JOINT HOLDER
83. Joint Holders Where two or more persons are registered as the holders of any share they shall
be deemed to hold the same as joint Shareholders with benefits of survivorship
subject to the following and other provisions contained in these Articles.
84. Joint and several (a) The Joint holders of any share shall be liable severally as well as jointly for
liabilities for all and in respect of all calls and other payments which ought to be made in
payments in respect of such share.
respect of shares.
Title of survivors. (b) on the death of any such joint holders the survivor or survivors shall be the
only person recognized by the Company as having any title to the share but
the Board may require such evidence of death as it may deem fit and nothing
herein contained shall be taken to release the estate of a deceased joint
holder from any liability of shares held by them jointly with any other
person;
Receipts of one (c) Any one of two or more joint holders of a share may give effectual receipts
sufficient. of any dividends or other moneys payable in respect of share; and
Delivery of (d) only the person whose name stands first in the Register of Members as one
certificate and of the joint holders of any share shall be entitled to delivery of the certificate
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giving of notices to relating to such share or to receive documents from the Company and any
first named such document served on or sent to such person shall deemed to be service
holders. on all the holders.
SHARE WARRANTS
85. Power to issue The Company may issue warrants subject to and in accordance with provisions
share warrants of the Act and accordingly the Board may in its discretion with respect to any
Share which is fully paid upon 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 persons 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.
86. Deposit of share (a) The bearer of a share warrant may at any time deposit the warrant at the
warrants 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 call in a
meeting of the Company, and of attending and voting and exercising the
other privileges of a Member at any meeting held after the expiry of two
clear days from the time of deposit, as if his name were inserted in the
Register of Members as the holder of the Share included in the deposit
warrant.
(b) Not more than one person shall be recognized as depositor of the Share
warrant.
(c) The Company shall, on two day's written notice, return the deposited share
warrant to the depositor.
87. Privileges and (a) Subject as herein otherwise expressly provided, no person, being a bearer
disabilities of the of a share warrant, shall sign a requisition for calling a meeting of the
holders of share Company or attend or vote or exercise any other privileges of a Member at
warrant a meeting of the Company, or be entitled to receive any notice from the
Company.
(b) 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
Members as the holder of the Share included in the warrant, and he shall be
a Member of the Company.
88. Issue of new share The Board may, from time to time, make bye-laws as to terms on which (if it shall
warrant coupons think fit), a new share warrant or coupon may be issued by way of renewal in case
of defacement, loss or destruction.
CONVERSION OF SHARES INTO STOCK
89. Conversion of The Company may, by ordinary resolution in General Meeting.
shares into stock or a) convert any fully paid-up shares into stock; and
reconversion. b) re-convert any stock into fully paid-up shares of any denomination.
90. Transfer of stock. The holders of stock may transfer the same or any part thereof in the same manner
as and subject to the same regulation under which the shares from which the stock
arose might before the conversion have been transferred, or as near thereto as
circumstances admit, provided that, the Board may, from time to time, fix the
minimum amount of stock transferable so however that such minimum shall not
exceed the nominal amount of the shares from which the stock arose.
91. Rights of stock The holders of stock shall, according to the amount of stock held by them, have
holders. the same rights, privileges and advantages as regards dividends, participation in
profits, voting at meetings of the Company, and other matters, as if they hold the
shares for which the stock arose but no such privilege or advantage shall be
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conferred by an amount of stock which would not, if existing in shares , have
conferred that privilege or advantage.
92. Regulations. Such of the regulations of the Company (other than those relating to share
warrants), as are applicable to paid up share shall apply to stock and the words
“share” and “shareholders” in those regulations shall include “stock” and
“stockholders” respectively.
BORROWING POWERS
93. Power to borrow. Subject to the provisions of the Act and these Articles, the Board may, from time
to time at its discretion, by a resolution passed at a meeting of the Board generally
raise or borrow money by way of deposits, loans, overdrafts, 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,
anybody corporate, bank, institution, whether incorporated in India or abroad,
Government or any authority or any other body for the purpose of the Company
and may secure the payment of any sums of money so received, raised or
borrowed; provided that the total amount borrowed by the Company (apart from
temporary loans obtained from the Company’s Bankers in the ordinary course of
business) shall not without the consent of the Company in General Meeting
exceed the aggregate of the paid up capital of the Company and its free reserves
that is to say reserves not set apart for any specified purpose.
94. Issue of discount Subject to the provisions of the Act and these Articles, any bonds, debentures,
etc. or with special debenture-stock or any other securities may be issued at a discount, premium or
privileges. otherwise and with any special privileges and conditions as to redemption,
surrender, allotment of shares, appointment of Directors or otherwise; provided
that debentures with the right to allotment of or conversion into shares shall not
be issued except with the sanction of the Company in General Meeting.
95. Securing payment The payment and/or repayment of moneys borrowed or raised as aforesaid or any
or repayment of moneys owing otherwise or debts due from the Company may be secured in such
Moneys borrowed. manner and upon such terms and conditions in all respects as the Board may think
fit, and in particular by mortgage, charter, lien or any other security upon all or
any of the assets or property (both present and future) or the undertaking of the
Company including its uncalled capital for the time being, or by a guarantee by
any Director, Government or third party, and the bonds, debentures and debenture
stocks and other securities may be made assignable, free from equities between
the Company and the person to whom the same 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 any person or Company as the case may be.
96. Bonds, Debentures Any bonds, debentures, debenture-stock or their securities issued or to be issued
etc. to be under the by the Company shall be under the control of the Board who may issue them upon
control of the such terms and conditions, and in such manner and for such consideration as they
Directors. shall consider to be for the benefit of the Company.
97. Mortgage of If any uncalled capital of the Company is included in or charged by any mortgage
uncalled Capital. or other security the Directors shall subject to the provisions of the Act and these
Articles make calls on the members in respect of such uncalled capital in trust for
the person in whose favour such mortgage or security is executed.
98. Indemnity may be Subject to the provisions of the Act and these Articles if the Directors or any of
given. them or any other person shall incur or be about to incur any liability whether as
principal or surely for the payment of any sum primarily due from the Company,
the Directors may execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the assets of the Company by
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way of indemnity to secure the Directors or person so becoming liable as
aforesaid from any loss in respect of such liability.
MEETINGS OF MEMBERS
99. Distinction All the General Meetings of the Company other than Annual General Meetings
between AGM & shall be called Extra-ordinary General Meetings.
EGM.
100. Extra-Ordinary (a) The Directors may, whenever they think fit, convene an Extra-Ordinary
General Meeting General Meeting and they shall on requisition of requisition of Members
by Board and by made in compliance with Section 100 of the Act, forthwith proceed to
requisition convene Extra-Ordinary General Meeting of the members
When a Director (b) If at any time there are not within India sufficient Directors capable of
or any two acting to form a quorum, or if the number of Directors be reduced in number
Members may call to less than the minimum number of Directors prescribed by these Articles
an Extra Ordinary and the continuing Directors fail or neglect to increase the number of
General Meeting Directors to that number or to convene a General Meeting, any Director or
any two or more Members of the Company holding not less than one-tenth
of the total paid up share capital of the Company may call for an Extra-
Ordinary General Meeting in the same manner as nearly as possible as that
in which meeting may be called by the Directors.
101. Meeting not to No General Meeting, Annual or Extraordinary shall be competent to enter upon,
transact business discuss or transfer any business which has not been mentioned in the notice or
not mentioned in notices upon which it was convened.
notice.
102. Chairman of The Chairman (if any) of the Board of Directors shall be entitled to take the chair
General Meeting at every General Meeting, whether Annual or Extraordinary. If there is no such
Chairman of the Board of Directors, or if at any meeting he is not 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 Vice Chairman of the Company so shall
take the chair and preside the meeting. In the absence of the Vice Chairman as
well, the Directors present may choose one of the Directors among themselves to
preside the meeting.
103. Business confined No business, except the election of a Chairman or Vice Chairman, shall be
to election of discussed at any General Meeting whilst the Chair is vacant.
Chairman or Vice
Chairman whilst
chair is vacant.
104. Chairman with a) The Chairperson may, with the consent of any meeting at which a quorum is
consent may present, and shall, if so directed by the meeting, adjourn the meeting from
adjourn meeting. time to time and from place to place.
b) No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place.
c) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
d) 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.
105. Chairman’s In the case of an equality of votes the Chairman shall both on a show of hands,
casting vote. on a poll (if any) and e-voting, have casting vote in addition to the vote or votes
to which he may be entitled as a Member.
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106. In what case poll Any poll duly demanded on the election of Chairman or Vice Chairman of the
taken without meeting or any question of adjournment shall be taken at the meeting forthwith.
adjournment.
107. Demand for poll The demand for a poll except on the question of the election of the Chairman or
not to prevent Vice Chairman and of an adjournment shall not prevent the continuance of a
transaction of meeting for the transaction of any business other than the question on which the
other business. poll has been demanded.
VOTES OF MEMBERS
108. Members in No Member shall be entitled to vote either personally or by proxy at any General
arrears not to vote. Meeting or Meeting of a class of shareholders either upon a show of hands, upon
a poll or electronically, or be reckoned in a quorum 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 the Company has exercised, any right or
lien.
109. Number of votes Subject to the provision of these Articles and without prejudice to any special
each member privileges, or restrictions as to voting for the time being attached to any class of
entitled. shares for the time being forming part of the capital of the company, every
Member, not disqualified by the last preceding Article shall be entitled to be
present, and to speak and to vote at such meeting, and on a show of hands every
member present in person shall have one vote and upon a poll the voting right of
every Member present in person or by proxy shall be in proportion to his share of
the paid-up equity share capital of the Company, Provided, however, if any
preference shareholder is present at any meeting of the Company, save as
provided in sub-section (2) of Section 47 of the Act, he shall have a right to vote
only on resolution placed before the meeting which directly affect the rights
attached to his preference shares.
110. Casting of votes by On a poll taken at a meeting of the Company a member entitled to more than one
a member entitled vote or his proxy or other person entitled to vote for him, as the case may be, need
to more than one not, if he votes, use all his votes or cast in the same way all the votes he uses.
vote.
111. Vote of member of A member of unsound mind, or in respect of whom an order has been made by
unsound mind and any court having jurisdiction in lunacy, or a minor may vote, whether on a show
of minor 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.
112. Postal Ballot Notwithstanding anything contained in the provisions of the Companies Act,
2013, and the Rules made there under, the Company may, and in the case of
resolutions relating to such business as may be prescribed by such authorities
from time to time, declare to be conducted only by postal ballot, shall, get any
such business/ resolutions passed by means of postal ballot, instead of transacting
the business in the General Meeting of the Company.
113. E-Voting A member may exercise his vote at a meeting by electronic means in accordance
with section 108 and shall vote only once.
114. Votes of joint a) In the case of joint holders, the vote of the senior who tenders a vote, whether
members. in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders. If more than one of the said persons remain present than
the senior 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. Several executors or administrators of a deceased
Member in whose name share stands shall for the purpose of these Articles
be deemed joints holders thereof.
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b) For this purpose, seniority shall be determined by the order in which the
names stand in the register of members.
115. Votes may be given Votes may be given either personally or by attorney or by proxy or in case of a
by proxy or by company, by a representative duly Authorised as mentioned in Articles
representative
116. Representation of A body corporate (whether a company within the meaning of the Act or not) may,
a body corporate. if it is member or creditor of the Company (including being a holder of
debentures) authorise such person by resolution of its Board of Directors, as it
thinks fit, in accordance with the provisions of Section 113 of the Act to act as its
representative at any Meeting of the members or creditors of the Company or
debentures holders of the Company. A person authorised by resolution as
aforesaid shall be entitled to exercise the same rights and powers (including the
right to vote by proxy) on behalf of the body corporate as if it were an individual
member, creditor or holder of debentures of the Company.
117. Members paying (a) A member paying the whole or a part of the amount remaining unpaid on
money in advance. any share held by him although no part of that amount has been called up,
shall not be entitled to any voting rights in respect of the moneys paid until
the same would, but for this payment, become presently payable.
Members not (b) A member is not prohibited from exercising his voting rights on the ground
prohibited if share that he has not held his shares or interest in the Company for any specified
not held for any period preceding the date on which the vote was taken.
specified period.
118. Votes in respect of Any person entitled under Article 73 (transmission clause) to transfer any share
shares of deceased may vote at any General Meeting in respect thereof in the same manner as if he
or insolvent were the registered holder of such shares, provided that at least forty-eight hours
members. 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 Directors of his right to transfer
such shares and give such indemnify (if any) as the Directors may require or the
directors shall have previously admitted his right to vote at such meeting in
respect thereof.
119. No votes by proxy No Member shall be entitled to vote on a show of hands unless such member is
on show of hands. present personally or by attorney or is a body Corporate present by a
representative duly Authorised under the provisions of the Act in which case such
members, attorney or representative may vote on a show of hands as if he were a
Member of the Company. In the case of a Body Corporate the production at the
meeting of a copy of such resolution duly signed by a Director or Secretary of
such Body Corporate and certified by him as being a true copy of the resolution
shall be accepted by the Company as sufficient evidence of the authority of the
appointment.
120. Appointment of a The instrument appointing a proxy and the power-of-attorney or other authority,
Proxy. if any, under which it is signed or a notarised copy of that power or authority,
shall be deposited at the registered office of the company not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, or, in the case of a poll, not less than
24 hours before the time appointed for the taking of the poll; and in default the
instrument of proxy shall not be treated as valid.
121. Form of proxy. An instrument appointing a proxy shall be in the form as prescribed in the rules
made under section 105.
122. Validity of votes A vote given in accordance with the terms of an instrument of proxy shall be valid
given by proxy notwithstanding the previous death or insanity of the Member, or revocation of
the proxy or of any power of attorney which such proxy signed, or the transfer of
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notwithstanding the share in respect of which the vote is given, provided that no intimation in
death of a member. writing of the death or insanity, revocation or transfer shall have been received at
the office before the meeting or adjourned meeting at which the proxy is used.
123. Time for No objection shall be raised to the qualification of any voter except at the meeting
objections to votes. or adjourned meeting at which the vote objected to is given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes.
124. Chairperson of the Any such objection raised to the qualification of any voter in due time shall be
Meeting to be the referred to the Chairperson of the meeting, whose decision shall be final and
judge of validity of conclusive.
any vote.
DIRECTORS
125. Number of Until otherwise determined by a General Meeting of the Company and subject to
Directors the provisions of Section 149 of the Act, the number of Directors (including
Debenture and Alternate Directors) shall not be less than three and not more than
fifteen. Provided that a company may appoint more than fifteen directors after
passing a special resolution
126. Qualification A Director of the Company shall not be bound to hold any Qualification Shares
shares. in the Company.
127. Nominee (a) Subject to the provisions of the Companies Act, 2013 and notwithstanding
Directors. anything to the contrary contained in these Articles, the Board may appoint
any person as a director nominated by any institution in pursuance of the
provisions of any law for the time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required to hold any
qualification shares in the Company nor shall be liable to retire by rotation.
The Board of Directors of the Company shall have no power to remove
from office the Nominee Director/s so appointed. The said Nominee
Director/s shall be entitled to the same rights and privileges including
receiving of notices, copies of the minutes, sitting fees, etc. as any other
Director of the Company is entitled.
(c) If the Nominee Director/s is an officer of any of the financial institution the
sitting fees in relation to such nominee Directors shall accrue to such
financial institution and the same accordingly be paid by the Company to
them. The Financial Institution shall be entitled to depute observer to attend
the meetings of the Board or any other Committee constituted by the Board.
(d) The Nominee Director/s shall, notwithstanding anything to the Contrary
contained in these Articles, be at liberty to disclose any information
obtained by him/them to the Financial Institution appointing him/them as
such Director/s.
128. Appointment of The Board may appoint an Alternate Director to act for a Director (hereinafter
alternate Director. called “The Original Director”) during his absence for a period of not less than
three months from India. An Alternate Director appointed under this Article shall
not hold office for 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 Office of the Original Director is
determined before he so returns to India, any provision in the Act or in these
Articles for the automatic re-appointment of retiring Director in default of another
appointment shall apply to the Original Director and not to the Alternate Director.
129. Additional Subject to the provisions of the Act, the Board shall have power at any time and
Director from time to time to appoint any other person to be an Additional Director. Any
such Additional Director shall hold office only upto the date of the next Annual
General Meeting.
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130. Directors power to Subject to the provisions of the Act, the Board shall have power at any time and
fill casual from time to time to appoint a Director, if the office of any director appointed by
vacancies. the company in general meeting is vacated before his term of office expires in the
normal course, who shall hold office only upto the date upto which the Director
in whose place he is appointed would have held office if it had not been vacated
by him.
131. Sitting Fees. Until otherwise determined by the Company in General Meeting, each Director
other than the Managing/Whole-time Director (unless otherwise specifically
provided for) shall be entitled to sitting fees not exceeding a sum prescribed in
the Act (as may be amended from time to time) for attending meetings of the
Board or Committees thereof.
132. Travelling The Board of Directors may subject to the limitations provided in the Act allow
expenses Incurred and pay to any Director who attends a meeting at a place other than his usual
by Director on place of residence for the purpose of attending a meeting, such sum as the Board
Company's may consider fair, compensation for travelling, hotel and other incidental
business. expenses properly incurred by him, in addition to his fee for attending such
meeting as above specified.
PROCEEDING OF THE BOARD OF DIRECTORS
133. Meetings of (a) The Board of Directors may meet for the conduct of business, adjourn and
Directors. otherwise regulate its meetings as it thinks fit.
(b) A director may, and the manager or secretary on the requisition of a director
shall, at any time, summon a meeting of the Board.
134. Chairman and a) The Directors may from time to time elect from among their members a
Vice Chairman Chairperson of the Board as well as a Vice Chairman of the Board and
determine the period for which he is to hold office. If at any meeting of the
Board, the Chairman is not present within five minutes after the time
appointed for holding the same, to the Vice Chairman shall preside at the
meeting and in the absence of the Vice Chairman as well, the Directors
present may choose one of the Directors among themselves to preside the
meeting.
b) Subject to Section 203 of the Act and rules made there under, one person can
act as the Chairman as well as the Managing Director or Chief Executive
Officer at the same time.
135. Questions at Board Questions arising at any meeting of the Board of Directors shall be decided by a
meeting how majority of votes and in the case of an equality of votes, the Chairman or the Vice
decided. Chairman, as the case may be will have a second or casting vote.
136. Continuing The continuing directors may act notwithstanding any vacancy in the Board; but,
directors may act if and so long as their number is reduced below the quorum fixed by the Act for
notwithstanding a meeting of the Board, the continuing directors or director may act for the
any vacancy in the purpose of increasing the number of directors to that fixed for the quorum, or of
Board summoning a general meeting of the company, but for no other purpose.
137. Directors may Subject to the provisions of the Act, the Board may delegate any of their powers
appoint to a Committee consisting of such member or members of its body as it thinks fit,
committee. and it may from time to time revoke and discharge any such committee either
wholly or in part and either as to person, or purposes, but every Committee 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 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.
138. Committee The Meetings and proceedings of any such Committee of the Board consisting of
Meetings how to be two or more members shall be governed by the provisions herein contained for
governed. regulating the meetings and proceedings of the Directors so far as the same are
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applicable thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.
139. Chairperson of a) A committee may elect a Chairperson of its meetings.
Committee b) If no such Chairperson is elected, or if at any meeting the Chairperson is not
Meetings present within five minutes after the time appointed for holding the meeting,
the members present may choose one of their members to be Chairperson of
the meeting.
140. Meetings of the a) A committee may meet and adjourn as it thinks fit.
Committee b) Questions arising at any meeting of a committee shall be determined by a
majority of votes of the members present, and in case of an equality of votes,
the Chairperson shall have a second or casting vote.
141. Acts of Board or Subject to the provisions of the Act, all acts done by any meeting of the Board or
Committee shall be by a Committee of the Board, or by any person acting as a Director shall
valid notwithstanding that it shall afterwards be discovered that there was some defect
notwithstanding in the appointment of such Director or persons acting as aforesaid, or that they or
defect in any of them were disqualified or had vacated office or that the appointment of
appointment. 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.
RETIREMENT AND ROTATION OF DIRECTORS
142. Power to fill Subject to the provisions of Section 161 of the Act, if the office of any Director
casual vacancy appointed by the Company in General Meeting vacated before his term of office
will expire in the normal course, the resulting casual vacancy may in default of
and subject to any regulation in the Articles of the Company be filled by the Board
of Directors at the meeting of the Board and the Director so appointed shall hold
office only up to the date up to which the Director in whose place he is appointed
would have held office if had not been vacated as aforesaid.
POWERS OF THE BOARD
143. Powers of the The business of the Company shall be managed by the Board who may exercise
Board all such powers of the Company and do all such acts and things as may be
necessary, unless otherwise restricted by the Act, or by any other law or by the
Memorandum or by the Articles required to be exercised by the Company in
General Meeting. However 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.
144. Certain powers of Without prejudice to the general powers conferred by the Articles and so as not
the Board in any way to limit or restrict these powers, and without prejudice to the other
powers conferred by these Articles, but subject to the restrictions contained in the
Articles, it is hereby, declared that the Directors shall have the following powers,
that is to say
To acquire any (1) Subject to the provisions of the Act, to purchase or otherwise acquire any
property , rights lands, buildings, machinery, premises, property, effects, assets, rights,
etc. creditors, royalties, business and goodwill of any person firm or company
carrying on the business which this Company is authorised to carry on, in
any part of India.
To take on Lease. (2) Subject to the provisions of the Act to purchase, take on lease for any term
or terms of years, or otherwise acquire any land or lands, with or without
buildings and out-houses thereon, situate in any part of India, at such
conditions as the Directors may think fit, and in any such purchase, lease
or acquisition to accept such title as the Directors may believe, or may be
advised to be reasonably satisfy.
To erect & (3) To erect and construct, on the said land or lands, buildings, houses,
construct. warehouses and sheds and to alter, extend and improve the same, to let or
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lease the property of the company, in part or in whole for such rent and
subject to such conditions, as may be thought advisable; to sell such
portions of the land or buildings of the Company as may not be required
for the company; to mortgage the whole or any portion of the property of
the company for the purposes of the Company; to sell all or any portion of
the machinery or stores belonging to the Company.
To pay for (4) At their discretion and subject to the provisions of the Act, the Directors
property. may pay property rights or privileges acquired by, or services rendered to
the Company, either wholly or partially in cash or in shares, bonds,
debentures or other securities of the Company, and any such share may be
issued either as fully paid up or with such amount credited as paid up
thereon as may be agreed upon; and any such bonds, debentures or other
securities may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so charged.
To insure (5) To insure and keep insured against loss or damage by fire or otherwise for
properties of the such period and to such extent as they may think proper all or any part of
Company. the buildings, machinery, goods, stores, produce and other moveable
property of the Company either separately or co-jointly; also to insure all
or any portion of the goods, produce, machinery and other articles imported
or exported by the Company and to sell, assign, surrender or discontinue
any policies of assurance effected in pursuance of this power.
To open Bank (6) To open accounts with any Bank or Bankers and to pay money into and
accounts. draw money from any such account from time to time as the Directors may
think fit.
To secure (7) To secure the fulfillment of any contracts or engagement entered into by
contracts by way of the Company by mortgage or charge on all or any of the property of the
mortgage. Company including its whole or part of its undertaking as a going concern
and its uncalled capital for the time being or in such manner as they think
fit.
To accept (8) To accept from any member, so far as may be permissible by law, a
surrender of surrender of the shares or any part thereof, on such terms and conditions as
shares. shall be agreed upon.
To appoint (9) To appoint any person to accept and hold in trust, for the Company property
trustees for the belonging to the Company, or in which it is interested or for any other
Company. purposes and to execute and to do all such deeds and things as may be
required in relation to any such trust, and to provide for the remuneration
of such trustee or trustees.
To conduct legal (10) To institute, conduct, defend, compound or abandon any legal proceeding
proceedings. by or against the Company or its Officer, or otherwise concerning the
affairs and also to compound and allow time for payment or satisfaction of
any debts, due, and of any claims or demands by or against the Company
and to refer any difference to arbitration, either according to Indian or
Foreign law and either in India or abroad and observe and perform or
challenge any award thereon.
Bankruptcy (11) To act on behalf of the Company in all matters relating to bankruptcy
&Insolvency insolvency.
To issue receipts & (12) To make and give receipts, release and give discharge for moneys payable
give discharge. to the Company and for the claims and demands of the Company.
To invest and deal (13) Subject to the provisions of the Act, and these Articles to invest and deal
with money of the with any moneys of the Company not immediately required for the purpose
Company. thereof, upon such authority (not being the shares of this Company) or
without security and in such manner as they may think fit and from time to
time to vary or realise such investments. Save as provided in Section 187
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Article Articles Particulars
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of the Act, all investments shall be made and held in the Company’s own
name.
To give Security by (14) To execute in the name and on behalf of the Company in favour of any
way of indemnity. Director or other person who may incur or be about to incur any personal
liability whether as principal or as surety, for the benefit of the Company,
such mortgage of the Company’s property (present or future) as they think
fit, and any such mortgage may contain a power of sale and other powers,
provisions, covenants and agreements as shall be agreed upon;
To determine (15) To determine from time to time persons who shall be entitled to sign on
signing powers. Company’s behalf, bills, notes, receipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and documents and to give
the necessary authority for such purpose, whether by way of a resolution of
the Board or by way of a power of attorney or otherwise.
Commission or (16) To give to any Director, Officer, or other persons employed by the
share in profits. Company, a commission on the profits of any particular business or
transaction, or a share in the general profits of the company; and such
commission or share of profits shall be treated as part of the working
expenses of the Company.
Bonus etc. to (17) To give, award or allow any bonus, pension, gratuity or compensation to
employees. any employee of the Company, or his widow, children, dependents, that
may appear just or proper, whether such employee, his widow, children or
dependents have or have not a legal claim on the Company.
Transfer to (18) To set aside out of the profits of the Company such sums as they may think
Reserve Funds. proper for depreciation or the depreciation funds or to insurance fund or to
an export fund, or to a Reserve Fund, or Sinking Fund or any special fund
to meet contingencies or repay debentures or debenture-stock or for
equalizing dividends or for repairing, improving, extending and
maintaining any of the properties of the Company and for such other
purposes (including the purpose referred to in the preceding clause) as the
Board may, in the absolute discretion think conducive to the interests of the
Company, and subject to Section 179 of the Act, to invest the several sums
so set aside or so much thereof as may be required to be invested, upon such
investments (other than shares of this Company) as they may think fit and
from time to time deal with and vary such investments and dispose of and
apply and extend all or any part thereof for the benefit of the Company
notwithstanding the matters to which the Board apply or upon which the
capital moneys of the Company might rightly be applied or expended and
divide the reserve fund into such special funds as the Board may think fit;
with full powers to transfer the whole or any portion of a reserve fund or
division of a reserve fund to another fund and with the full power to employ
the assets constituting all or any of the above funds, including the
depredation fund, in the business of the company or in the purchase or
repayment of debentures or debenture-stocks and without being bound to
keep the same separate from the other assets and without being bound to
pay interest on the same with the power to the Board at their discretion to
pay or allow to the credit of such funds, interest at such rate as the Board
may think proper.
To appoint and (19) To appoint, and at their discretion remove or suspend such general
remove officers manager, managers, secretaries, assistants, supervisors, scientists,
and other technicians, engineers, consultants, legal, medical or economic advisers,
employees. research workers, labourers, clerks, agents and servants, for permanent,
temporary or special services as they may from time to time think fit, and
to determine their powers and duties and to fix their salaries or emoluments
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or remuneration and to require security in such instances and for such
amounts they may think fit and also from time to time to provide for the
management and transaction of the affairs of the Company in any specified
locality in India or elsewhere in such manner as they think fit and the
provisions contained in the next following clauses shall be without
prejudice to the general powers conferred by this clause.
To appoint (20) At any time and from time to time by power of attorney under the seal of
Attorneys. the Company, to appoint any person or persons to be the Attorney or
attorneys of the Company, for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by
the Board under these presents and excluding the power to make calls and
excluding also except in their limits authorised by the Board the power to
make loans and borrow moneys) and for such period and subject to such
conditions as the Board may from time to time think fit, and such
appointments may (if the Board think fit) be made in favour of the members
or any of the members of any local Board established as aforesaid or in
favour of any Company, or the shareholders, directors, nominees or
manager of any Company or firm or otherwise in favour of any fluctuating
body of persons whether nominated directly or indirectly by the Board and
any such powers of attorney may contain such powers for the protection or
convenience for dealing with such Attorneys as the Board may think fit,
and may contain powers enabling any such delegated Attorneys as
aforesaid to sub-delegate all or any of the powers, authorities and discretion
for the time being vested in them.
To enter into (21) Subject to Sections 188 of the Act, for or in relation to any of the matters
contracts. aforesaid or otherwise for the purpose of the Company to enter into all such
negotiations and contracts and rescind and vary all such contracts, and
execute and do all such acts, deeds and things in the name and on behalf of
the Company as they may consider expedient.
To make rules. (22) From time to time to make, vary and repeal rules for the regulations of the
business of the Company its Officers and employees.
To effect contracts (23) To effect, make and enter into on behalf of the Company all transactions,
etc. agreements and other contracts within the scope of the business of the
Company.
To apply & obtain (24) To apply for, promote and obtain any act, charter, privilege, concession,
concessions license, authorization, if any, Government, State or municipality,
licenses etc. provisional order or license of any authority for enabling the Company to
carry any of this objects into effect, or for extending and any of the powers
of the Company or for effecting any modification of the Company’s
constitution, or for any other purpose, which may seem expedient and to
oppose any proceedings or applications which may seem calculated,
directly or indirectly to prejudice the Company’s interests.
To pay (25) To pay and charge to the capital account of the Company any commission
commissions or or interest lawfully payable there out under the provisions of Sections 40
interest. of the Act and of the provisions contained in these presents.
To redeem (26) To redeem preference shares.
preference shares.
To assist (27) To subscribe, incur expenditure or otherwise to assist or to guarantee
charitable or money to charitable, benevolent, religious, scientific, national or any other
benevolent institutions or subjects which shall have any moral or other claim to support
institutions. or aid by the Company, either by reason of locality or operation or of public
and general utility or otherwise.
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Article Articles Particulars
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(28) To pay the cost, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.
(29) To pay and charge to the capital account of the Company any commission
or interest lawfully payable thereon under the provisions of Sections 40 of
the Act.
(30) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the
dependents or connections of such persons, by building or contributing to
the building of houses, dwelling or chawls, or by grants of moneys, pension,
gratuities, allowances, bonus or other payments, or by creating and from
time to time subscribing or contributing, to provide other associations,
institutions, funds or trusts and by providing or subscribing or contributing
towards place of instruction and recreation, hospitals and dispensaries,
medical and other attendance and other assistance as the Board shall think
fit and subject to the provision of Section 181 of the Act, to subscribe or
contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or other institutions or object
which shall have any moral or other claim to support or aid by the
Company, either by reason of locality of operation, or of the public and
general utility or otherwise.
(31) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention
or technical know-how.
(32) To sell from time to time any Articles, materials, machinery, plants, stores
and other Articles and thing belonging to the Company as the Board may
think proper and to manufacture, prepare and sell waste and by-products.
(33) From time to time to extend the business and undertaking of the Company
by adding, altering or enlarging all or any of the buildings, factories,
workshops, premises, plant and machinery, for the time being the property
of or in the possession of the Company, or by erecting new or additional
buildings, and to expend such sum of money for the purpose aforesaid or
any of them as they be thought necessary or expedient.
(34) To undertake on behalf of the Company any payment of rents and the
performance of the covenants, conditions and agreements contained in or
reserved by any lease that may be granted or assigned to or otherwise
acquired by the Company and to purchase the reversion or reversions, and
otherwise to acquire on free hold sample of all or any of the lands of the
Company for the time being held under lease or for an estate less than
freehold estate.
(35) To improve, manage, develop, exchange, lease, sell, resell and re-purchase,
dispose off, deal or otherwise turn to account, any property (movable or
immovable) or any rights or privileges belonging to or at the disposal of the
Company or in which the Company is interested.
(36) To let, sell or otherwise dispose of subject to the provisions of Section 180
of the Act and of the other Articles any property of the Company, either
absolutely or conditionally and in such manner and upon such terms and
conditions in all respects as it thinks fit and to accept payment in
satisfaction for the same in cash or otherwise as it thinks fit.
(37) Generally subject to the provisions of the Act and these Articles, to delegate
the powers/authorities and discretions vested in the Directors to any
person(s), firm, company or fluctuating body of persons as aforesaid.
(38) To comply with the requirements of any local law which in their opinion it
shall in the interest of the Company be necessary or expedient to comply
with.
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MANAGING AND WHOLE-TIME DIRECTORS
145. Powers to appoint a) Subject to the provisions of the Act and of these Articles, the Directors may
Managing/ Whole- from time to time in Board Meetings appoint one or more of their body to be
time Directors. a Managing Director or Managing Directors or whole-time Director or
whole-time Directors 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 to 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 others in his or their place or places.
b) The Managing Director or Managing Directors or whole-time Director or
whole-time Directors so appointed shall be liable to retire by rotation. A
Managing Director or Whole-time Director who is appointed as Director
immediately on the retirement by rotation shall continue to hold his office as
Managing Director or Whole-time Director and such re-appointment as such
Director shall not be deemed to constitute a break in his appointment as
Managing Director or Whole-time Director.
146. Remuneration of The remuneration of a Managing Director or a Whole-time Director (subject to
Managing or the provisions of the Act and of these Articles and of any contract between him
Whole-time and the Company) shall from time to time be fixed by the Directors, and may be,
Director. by way of fixed salary, or commission on profits of the Company, or by
participation in any such profits, or by any, or all of these modes.
147. Powers and duties (1) Subject to control, direction and supervision of the Board of Directors, the
of Managing day-today management of the company will be in the hands of the
Director or Whole- Managing Director or Whole-time Director appointed in accordance with
time Director. regulations of these Articles of Association with powers to the Directors to
distribute such day-to-day management functions among such Directors
and in any manner as may be directed by the Board.
(2) The Directors may from time to time entrust to and confer upon the
Managing Director or Whole-time Director for the time being save as
prohibited in the Act, such of the powers exercisable under these presents
by the Directors as they may think fit, and may confer such objects and
purposes, and upon such terms and conditions, and with such restrictions
as they think expedient; and they may subject to the provisions of the Act
and these Articles confer such powers, either collaterally with or to the
exclusion of, and in substitution for, all or any of the powers of the
Directors in that behalf, and may from time to time revoke, withdraw, alter
or vary all or any such powers.
(3) The Company’s General Meeting may also from time to time appoint any
Managing Director or Managing Directors or Whole-time Director or
Whole-time Directors of the Company and may exercise all the powers
referred to in these Articles.
(4) The Managing Director shall be entitled to sub-delegate (with the sanction
of the Directors where necessary) all or any of the powers, authorities and
discretions for the time being vested in him in particular from time to time
by the appointment of any attorney or attorneys for the management and
transaction of the affairs of the Company in any specified locality in such
manner as they may think fit.
(5) Notwithstanding anything contained in these Articles, the Managing
Director is expressly allowed generally to work for and contract with the
Company and especially to do the work of Managing Director and also to
do any work for the Company upon such terms and conditions and for such
remuneration (subject to the provisions of the Act) as may from time to
time be agreed between him and the Directors of the Company.
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CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL
OFFICER
148. Board to appoint a) Subject to the provisions of the Act,—
Chief Executive i. A chief executive officer, manager, company secretary or chief financial
Officer/ Manager/ officer may be appointed by the Board for such term, at such
Company remuneration and upon such conditions as it may thinks fit; and any chief
Secretary/ Chief executive officer, manager, company secretary or chief financial officer
Financial Officer so appointed may be removed by means of a resolution of the Board;
ii. A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.
b) A provision of the Act or these regulations requiring or authorising a thing
to be done by or to a director and chief executive officer, manager, company
secretary or chief financial officer shall not be satisfied by its being done by
or to the same person acting both as director and as, or in place of, chief
executive officer, manager, company secretary or chief financial officer.
THE SEAL
149. The seal, its (a) The Board shall provide a Common Seal for the purposes of the Company,
custody and use. 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 in accordance
with of the Act, for use in any territory, district or place outside India.
150. Deeds how The seal of the company shall not be affixed to any instrument except by the
executed. authority of a resolution of the Board or of a committee of the Board authorized
by it in that behalf, and except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the purpose; and
those two directors and the secretary or other person aforesaid shall sign every
instrument to which the seal of the company is so affixed in their presence.
DIVIDEND AND RESERVES
151. Division of profits. (1) Subject to the rights of persons, if any, entitled to shares with special rights
as to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Company, dividends may be declared and paid according to the
amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this regulation as paid on the share.
(3) 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 share is issued on
terms providing that it shall rank for dividend as from a particular date such
share shall rank for dividend accordingly.
152. The company in The Company in General Meeting may declare dividends, to be paid to members
General Meeting according to their respective rights and interests in the profits and may fix the
may declare time for payment and the Company shall comply with the provisions of Section
Dividends. 127 of the Act, but no dividends shall exceed the amount recommended by the
Board of Directors, but the Company may declare a smaller dividend in general
meeting.
153. Transfer to a) The Board may, before recommending any dividend, set aside out of the
reserves profits of the company such sums as it thinks fit as a reserve or reserves
which shall, at the discretion of the Board, be applicable for any purpose to
which the profits of the company may be properly applied, including
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Article Articles Particulars
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provision for meeting contingencies or for equalizing dividends; and pending
such application, may, at the like discretion, either be employed in the
business of the company or be invested in such investments (other than
shares of the company) as the Board may, from time to time, thinks fit.
b) The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.
154. Interim Dividend. Subject to the provisions of section 123, the Board may from time to time pay to
the members such interim dividends as appear to it to be justified by the profits
of the company.
155. Debts may be The Directors may retain any dividends on which the Company has a lien and
deducted. may apply the same in or towards the satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.
156. Capital paid up in No amount paid or credited as paid on a share in advance of calls shall be treated
advance not to for the purposes of this articles as paid on the share.
earn dividend.
157. Dividends in All dividends shall be apportioned and paid proportionately to the amounts paid
proportion to or credited as paid on the shares during any portion or portions of the period in
amount paid-up. respect of which the dividend is paid but if any share is issued on terms providing
that it shall rank for dividends as from a particular date such share shall rank for
dividend accordingly.
158. Retention of The Board of Directors may retain the dividend payable upon shares in respect of
dividends until which any person under Articles has become entitled to be a member, or any
completion of person under that Article is entitled to transfer, until such person becomes a
transfer under member, in respect of such shares or shall duly transfer the same.
Articles .
159. No Member to No member shall be entitled to receive payment of any interest or dividend or
receive dividend bonus in respect of his share or shares, whilst any money may be due or owing
whilst indebted to from him to the Company in respect of such share or shares (or otherwise
the company and however, either alone or jointly with any other person or persons) and the Board
the Company’s of Directors may deduct from the interest or dividend payable to any member all
right of such sums of money so due from him to the Company.
reimbursement
thereof.
160. Effect of transfer A transfer of shares does not pass the right to any dividend declared thereon
of shares. before the registration of the transfer.
161. Dividend to joint Any one of several persons who are registered as joint holders of any share may
holders. give effectual receipts for all dividends or bonus and payments on account of
dividends in respect of such share.
162. Dividends how a) Any dividend, interest or other monies payable in cash in respect of shares
remitted. may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the
register of members, or to such person and to such address as the holder or
joint holders may in writing direct.
b) Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent.
163. Notice of dividend. Notice of any dividend that may have been declared shall be given to the persons
entitled to share therein in the manner mentioned in the Act.
164. No interest on No unclaimed dividend shall be forfeited before the claim becomes barred by law
Dividends. and no unpaid dividend shall bear interest as against the Company.
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CAPITALIZATION
165. Capitalization. (1) 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 Profit and Loss account, or otherwise available for distribution;
and
(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be applied subject to
the provisions contained in clause (3) either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by
such members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that specified in
sub-clause (ii).
(3) A Securities Premium Account and Capital Redemption Reserve Account
may, for the purposes of this regulation, only be applied in the paying up
of unissued shares to be issued to members of the Company and fully paid
bonus shares.
(4) The Board shall give effect to the resolution passed by the Company in
pursuance of this regulation.
166. Fractional (1) Whenever such a resolution as aforesaid shall have been passed, the Board
Certificates. shall —
(a) make all appropriations and applications of the undivided profits resolved
to be capitalized thereby and all allotments and issues of fully paid shares,
if any, and
(b) generally to do all acts and things required to give effect thereto.
(2) The Board shall have full power -
(a) to make such provision, by the issue of fractional certificates or by payment
in cash or otherwise as it thinks fit, in case of shares becoming distributable
in fractions; and also
(b) to authorise any person to enter, on behalf of all the members entitled
thereto, 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 be capitalized, of
the amounts or any part of the amounts remaining unpaid on their existing
shares.
(3) Any agreement made under such authority shall be effective and binding
on all such members.
(4) That for the purpose of giving effect to any resolution, under the preceding
paragraph 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.
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Article Articles Particulars
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167. Inspection of (1) The books containing the minutes of the proceedings of any General
Minutes Books of Meetings of the Company shall be open to inspection of members without
General Meetings. charge on such days and during such business hours as may consistently
with the provisions of Section 119 of the Act be determined by the
Company in General Meeting and the members will also be entitled to be
furnished with copies thereof on payment of regulated charges.
(2) Any member of the Company shall be entitled to be furnished within seven
days after he has made a request in that behalf to the Company with a copy
of any minutes referred to in sub-clause (1) hereof on payment of Rs. 10
per page or any part thereof.
168. Inspection of a) The Board shall from time to time determine whether and to what extent and
Accounts 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 members not being directors.
b) No member (not being a director) shall have any right of inspecting any
account or book or document of the company except as conferred by law or
authorised by the Board or by the company in general meeting.
FOREIGN REGISTER
169. Foreign Register. The Company may exercise the powers conferred on it by the provisions of the
Act with regard to the keeping of Foreign Register of its Members or Debenture
holders, and the Board may, subject to the provisions of the Act, make and vary
such regulations as it may think fit in regard to the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES
170. Signing of Any document or notice to be served or given by the Company be signed by a
documents & Director or such person duly authorised by the Board for such purpose and the
notices to be served signature may be written or printed or lithographed.
or given.
171. Authentication of Save as otherwise expressly provided in the Act, a document or proceeding
documents and requiring authentication by the company may be signed by a Director, the
proceedings. Manager, or Secretary or other Authorised Officer of the Company and need not
be under the Common Seal of the Company.
WINDING UP
172. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) 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 members, 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.
(ii) 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 members or different classes of
members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
INDEMNITY
173. Directors’ and Subject to provisions of the Act, every Director, or Officer or Servant of the
others right to Company or any person (whether an Officer of the Company or not) employed
indemnity. by the Company as Auditor, shall be indemnified by the Company against and it
shall be the duty of the Directors to pay, out of the funds of the Company, all
costs, charges, losses and damages which any such person may incur or become
liable to, by reason of any contract entered into or act or thing done, concurred in
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Article Articles Particulars
No.
or omitted to be done by him in any way in or about the execution or discharge
of his duties or supposed duties (except such if any as he shall incur or sustain
through or by his own wrongful act neglect or default) including expenses, and in
particular and so as not to limit the generality of the foregoing provisions, against
all liabilities incurred by him as such Director, Officer or Auditor or other officer
of the Company in defending any proceedings whether civil or criminal in which
judgment is given in his favor, or in which he is acquitted or in connection with
any application under Section 463 of the Act on which relief is granted to him by
the Court.
174. Not responsible for Subject to the provisions of the Act, no Director, Managing Director or other
acts of others officer of the Company shall be liable for the acts, receipts, neglects or defaults
of any other Directors or Officer, or for joining in any receipt or other act for
conformity, or for any loss or expense happening to the Company through
insufficiency or deficiency of title to any property acquired by order of the
Directors for or on behalf of the Company or for the insufficiency or deficiency
of any security in or upon which any of the moneys of the Company shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any moneys,
securities or effects shall be entrusted or deposited, or for any loss occasioned by
any error of judgment or oversight on his part, or for any other loss or damage or
misfortune whatever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same happens through his own dishonesty.
SECRECY
175. Secrecy (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a
Committee, Officer, Servant, Agent, Accountant or other person employed
in the business of the company shall, if so required by the Directors, before
entering upon his duties, sign a declaration pleading himself to observe
strict secrecy respecting all transactions and affairs of the Company with
the customers and the state of the accounts with individuals and in matters
relating thereto, and shall by such declaration pledge himself not to reveal
any of the matter which may come to his knowledge in the discharge of his
duties except when required so to do by the Directors or by any meeting or
by a Court of Law and except so far as may be necessary in order to comply
with any of the provisions in these presents contained.
Access to property (b) No member or other person (other than a Director) shall be entitled to enter
information etc. the property of the Company or to inspect or examine the Company's
premises or properties or the books of accounts of the Company without
the permission of the Board of Directors of the Company for the time being
or to require discovery of or any information in respect of any detail of the
Company's trading or any matter which is or may be in the nature of trade
secret, mystery of trade or secret process or of any matter whatsoever 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 Company
to disclose or to communicate.
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SECTION IX- OTHER INFORMATION
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 the Red Herring Prospectus) which are or may be deemed material will be attached
to the copy of the Red Herring Prospectus which was delivered to the RoC for registration. Copies of these contracts
and also the documents for inspection referred to hereunder, were provided for inspection at the Registered Office
between 10 a.m. and 5 p.m. on all Working Days from the date of this Red Herring Prospectus until the Bid/Issue
Closing Date.
(i) Issue Agreement dated August 7, 2021 entered into between our Company and the BRLM.
(ii) Registrar Agreement dated August 9, 2021 entered into amongst our Company and the Registrar to the Issue.
(iii) Tripartite Agreement dated March 11, 2020 between our Company, NSDL and the Registrar to the Issue
(iv) Tripartite Agreement dated March 19, 2020 between our Company, CDSL and the Registrar to the Issue
(v) Escrow and Sponsor Bank Agreement dated October 8, 2021 amongst our Company the BRLM, Escrow
Collection Banks, Sponsor Bank and the Registrar to the Issue.
(vi) Syndicate Agreement dated September 30, 2021 entered into amongst our Company, the BRLM and the
Syndicate Member.
(vii) Monitoring Agency Agreement dated October 12, 2021 entered into between our Company and the
Monitoring Agency.
(viii) Underwriting Agreement dated November 08, 2021 amongst our Company and the Underwriter.
2. Material Documents
(i) Certified copy of the updated Memorandum of Association and Articles of Association of our Company.
(iii) Fresh certificate of incorporation dated March 29, 2012 consequent upon change of name from Sigachi
Chloro-Chemicals Private Limited to Sigachi Industries Private Limited.
(iv) Fresh certificate of incorporation dated December 9, 2019 consequent upon conversion from private company
to public company.
(v) Resolution of the Board of Directors dated July 8, 2021, in relation to the Issue.
(vi) Shareholders’ resolution dated July 30, 2021, in relation to the Issue.
(vii) Resolution of the Board dated August 6, 2021 and resolution of the IPO Committee dated August 9, 2021,
taking on record and approving the Draft Red Herring Prospectus.
(viii) Resolution of the Board dated October 22 2021 and resolution of the IPO Committee dated October 22 2021,
taking on record and approving the Red Herring Prospectus.
385
(ix) Resolution of the Board dated November 08, 2021 taking on record and approving this Prospectus
(x) The examination reports dated October 11, 2021 of the Statutory Auditor, on our Company’s Restated
Consolidated Financial Statements, included in this Red Herring Prospectus.
(xi) Copies of the annual reports of our Company for the Fiscals 2019, 2020 and 2021.
(xii) Statement of Tax Benefits dated October 11, 2021 from the Statutory Auditor included in this Red Herring
Prospectus.
(xiii) Consent of the Promoters, Directors, the BRLM, Syndicate Members, Legal Counsel, Registrar to the Issue,
Bankers to our Company, Bankers to the Issue, Company Secretary and Compliance Officer and Chief
Financial Officer as referred to in their specific capacities.
(xiv) Consent dated October 11, 2021, from the statutory & peer review auditor, M/s. T. Adinarayana & Co.
Chartered Accountants, to include their name as an “expert” as defined under section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as the Statutory Auditors and in respect of the: (i) Restated
Consolidated Financial Statements and their examination report dated October 11, 2021 on the Restated
Financial Statements; and (ii) the statement of tax benefits dated October 11, 2021 included in this Prospectus
and such consent has not been withdrawn as on the date of this Prospectus;
(xv) Consent letters dated September 5, 2020 and June 16, 2021 of K. Anjaneyulu, Independent Chartered
Engineer to include his name as an expert in relation to his chartered engineer certificates dated September
1, 2020, April 2, 2021 and June 16, 2021 in this Prospectus.
(xvi) Consent from CARE dated October 11, 2021 issued for inclusion of their name and to reproduce the industry
report titled “Research Report on Microcrystalline Cellulose (MCC) & Croscarmellose Sodium (CCS)
Industry” dated August 2021 in the Prospectus.
(xvii) Consent letter dated August 4, 2021 issued by Aakansha, Company Secretary in Practice in relation to the
search report dated September 8, 2020.
(xviii) Scheme of Arrangement between our Company, Sigachi Cellulos Private Limited and Sigachi Plasticisers
Private Limited and their respective shareholders and creditors.
(xix) Order dated July 7, 2014 of the Hon’ble High Court of Judicature at Hyderabad for the state of Telangana
and the state of Andhra Pradesh, sanctioning the Scheme of Arrangement.
(xx) Agreement dated June 4, 2012 executed between Gujarat Alkalies and Chemicals Limited (“GACL”) and
our Company for contract manufacturing of stable bleaching powder at the manufacturing plant owned by
GACL.
(xxi) Agreement dated April 10, 2014 executed between GACL and our Company for operation of the plant owned
by GACL for manufacturing sodium chlorate.
(xxii) Letters of intent dated May 23, 2018 and December 1, 2020 issued by GACL issued our Company for
operation and maintenance of its PAC plant and 325 TPD Chloromethanes plant, respectively.
(xxiii) Consent letter dated September 22, 2020 issued by GACL for disclosing its name and the details of the
agreements executed; under the confidentiality conditions prescribed under the “Secrecy and Confidentiality”
clauses of such agreements.
(xxiv) Due Diligence Certificate dated August 9, 2021 addressed to SEBI from the BRLM.
(xxv) In principle listing approvals dated August 30, 2021 and August 27, 2021 issued by BSE and NSE
respectively.
386
(xxvi) Any of the contracts or documents mentioned in this 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, 2013 and other relevant
statutes.
(xxvii) SEBI interim clarifications bearing reference number SEBI/SRO/SG/JP/OW/P/23262/2021 dated September
8, 2021 and final observation letter bearing reference number SEBI/SRO/SG/JP/OW/P/27859/1 dated
October 11, 2021
387
DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines
issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 Prospectus is contrary to the provisions of the Companies Act 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of
India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. We
further certify that all the statements and disclosures made in this Prospectus are true and correct.
Chidambarnathan Shanmuganathan
Whole-time Director
Place: Hyderabad
Date: November 08, 2021
388
DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 Prospectus is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
389
DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 Prospectus is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
Place: Ahmedabad
Date: November 08, 2021
390
DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 Prospectus is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
Dhanalakshmi Guntaka
Non-Executive and additional Independent Director
Place: Hyderabad
Date: November 08, 2021
391
DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, 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 Prospectus is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all
the statements and disclosures made in this Prospectus are true and correct.
392