parag milk foods limited
TRANSCRIPT
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RED HERRING PROSPECTUSDated April 21, 2016
Please read section 32 of the Companies Act, 2013Book Built Issue
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot No. 27, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051Tel: (91 22) 4336 0000Fax: (9122) 6713 2447E-mail: [email protected] Grievance ID: [email protected]: www.investmentbank.kotak.comContact Person: Ganesh RaneSEBI Registration No.: INM000008704
JM Financial Institutional Securities Limited*7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025Tel: (91 22) 6630 3030Fax: (91 22) 6630 3330E-mail: [email protected] Grievance E-mail: grievance.ibd@ jmfl.comWebsite: www.jmfl.comContact Person: Lakshmi LakshmananSEBI Registration No.: INM000010361
IDFC Securities Limited**Naman Chambers, C-32, G Block, Bandra Kurla Complex Bandra (East), Mumbai 400 051Tel: (91 22) 6622 2600Fax: (91 22) 6622 2501Email: [email protected] Grievance Email: [email protected]: www.idfccapital.comContact Person: Akshay BhandariSEBI Registration No.: MB/INM000011336
Motilal Oswal Investment Advisors Private Limited**Motilal Oswal Tower, Rahimtullah Sayani Road, opposite Parel ST Bus Depot, Prabhadevi, Mumbai 400 025Tel: (91 22) 3980 4380Fax: (91 22) 3980 4315E-mail: [email protected] Grievance ID: [email protected]: www.motilaloswalgroup.comContact Person: Subodh MallyaSEBI Registration No.: INM000011005
Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032Tel : (91 40) 6716 2222; Fax: (91 40) 2343 1551; Email: [email protected] grievance E-mail:[email protected]; Website: https://karisma.karvy.comContact Person: M. Murali Krishna; SEBI Registration No.: INR000000221
PARAG MILK FOODS LIMITEDOur Company was incorporated as Parag Milk & Milk Products Private Limited on December 29, 1992 with the registrar of companies at Mumbai with our registered office at Pune as a private limited company under the Companies Act, 1956. The name of our Company was changed to Parag Milk Foods Private Limited and a fresh certificate of incorporation consequent upon change of name was granted by the Registrar of Companies, Maharashtra at Pune (RoC) on April 11, 2008. Our Company was converted into a public limited company pursuant to approval of the shareholders at an extraordinary general meeting held on May 16, 2015. Consequently, the name of our Company was changed to Parag Milk Foods Limited and a fresh certificate of incorporation consequent upon conversion to a public limited company was granted to our Company by the RoC on July 7, 2015. For details of changes in the name and Registered Office of our Company, see History and Certain Corporate Matters on page 162.
Registered Office: Flat No.1, Plot No. 19, Nav Rajasthan Society, S.B. Road, Shivaji Nagar, Pune 411 016. Corporate Office: 20th floor, Nirmal Building, Nariman Point, Mumbai 400 021.
Contact Person: Rachana Sanganeria, Company Secretary and Compliance Officer; Tel: (91 22) 4300 5555; Fax: (91 22) 4300 5580 Email: [email protected]; Website : www.paragmilkfoods.com; Corporate Identity Number: U15204MH1992PLC070209
PROMOTERS OF OUR COMPANY: DEVENDRA SHAH, PRITAM SHAH AND PARAG SHAHPUBLIC ISSUE OF UP TO [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE EQUITY SHARES) OF PARAG MILK FOODS LIMITED (OUR COMPANY OR ISSUER) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE) AGGREGATING UP TO ` [] MILLION CONSISTING OF A FRESH ISSUE OF [] EQUITY SHARES AGGREGATING UP TO ` 3,000 MILLION AND AN OFFER FOR SALE OF UP TO 20,572,573 EQUITY SHARES COMPRISING OF 14,286,449 EQUITY SHARES BY THE INVESTOR SELLING SHAREHOLDERS AND 6,286,124 EQUITY SHARES BY THE OTHER SELLING SHAREHOLDERS (AS DEFINED HEREIN) (THE OFFER FOR SALE AND THE FRESH ISSUE ARE COLLECTIVELY REFERRED TO AS THE ISSUE). THE ISSUE INCLUDES A RESERVATION OF 300,000 EQUITY SHARES AGGREGATING UP TO ` [] MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE EMPLOYEE RESERVATION PORTION). THE ISSUE LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE []% AND []%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND DISCOUNT, IF ANY, TO RETAIL INDIVIDUAL BIDDERS AND ELIGIBLE EMPLOYEES AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE INVESTOR SELLING SHAREHOLDERS (AS DEFINED HEREIN) AND THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL EXPRESS, ALL EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER JANSATTA, AND THE PUNE EDITION OF THE MARATHI NEWSPAPER LOKSATTA (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR REGISTERED OFFICE IS LOCATED) EACH OF WIDE CIRCULATION IN ACCORDANCE WITH THE SEBI REGULATIONS.In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), by issuing a press release, and also by indicating the change on the websites of the BRLMs, the terminals of the Syndicate Members and the Self Certified Syndicate Banks (SCSBs).In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), the Equity Shares issued in the Issue shall aggregate to at least such percentage of the post-Issue Equity Share capital of our Company (calculated at the Issue Price) that will be at least ` 4,000 million and the post-Issue capital of our Company at the Issue Price will be more than `16,000 mil l ion but l ess t han or equal t o ` 40,000 mil l ion. The Issue is being made t hr ough t he Book Buil ding Process, in compliance with Regulation 26(2) of the SEBI Regulations, wherein at least 75% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (QIBs) (the QIB Portion), provided that our Company in consultation with the Investor Selling Shareholders and the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Net Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI Regulations), subject to valid Bids being received at or above the Issue Price. Further, [] Equity Shares will be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received from them at or above Issue Price after the Employee Discount, if any. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (ASBA) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs), to participate in this Issue. For details, see Issue Procedure on page 371.
RISKS IN RELATION TO THE FIRST ISSUEThis being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 each. The Floor Price is [] times the face value and the Cap Price is [] times the face value. The Issue Price (determined and justified by our Company in consultation with the Investor Selling Shareholders and the BRLMs as stated under the section Basis for Issue Price on page 106) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section Risk Factors on page 16.
ISSUERS AND THE SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each Selling Shareholder, severally and not jointly, accepts responsibility only for statements made by such Selling Shareholder in relation to itself in this Red Herring Prospectus and the Equity Shares being sold by it through the Offer for Sale.
LISTINGThe Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received the in-principle approval from each of the BSE and the NSE for the listing of the Equity Shares pursuant to the letters dated October 16, 2015 and October 14, 2015, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be BSE. A copy of this Red Herring Prospectus has been delivered to the RoC and a copy of the Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Issue Closing Date, see Material Contracts and Documents for Inspection on page 428.
BID/ ISSUE PROGRAMMEBID/ISSUE OPENS ON: May 4, 2016(1) BID/ISSUE CLOSES ON: May 6, 2016
* Formerly, JM Financial Institutional Securities Private Limited** In compliance with the proviso to Regulation 21A(1) of the SEBI (Merchant Bankers) Regulations, 1992, read with proviso to Regulation 5(3) of the SEBI Regulations, IDFC Securities Limited and Motilal Oswal
Investment Advisors Private Limited will be involved only in marketing of the Issue.(1) Our Company in consultation with the Investor Selling Shareholders and the BRLMs, may offer a discount of up to ` [] per Equity Share on the Issue Price to Eligible Employees and a discount of up to ` [] per
Equity Share on the Issue Price to the Retail Individual Bidders. Our Company in consultation with the Investor Selling Shareholders and the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.
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TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................ 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................... 1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........................................... 13
FORWARD-LOOKING STATEMENTS ................................................................................................ 15
SECTION II ............................................................................................................................................ 16
RISK FACTORS ...................................................................................................................................... 16
SECTION III: INTRODUCTION ......................................................................................................... 43
SUMMARY OF INDUSTRY ................................................................................................................... 43
SUMMARY OF BUSINESS .................................................................................................................... 47
SUMMARY FINANCIAL INFORMATION ........................................................................................... 54
THE ISSUE............................................................................................................................................... 65
GENERAL INFORMATION ................................................................................................................... 67
CAPITAL STRUCTURE ......................................................................................................................... 77
OBJECTS OF THE ISSUE ....................................................................................................................... 97
BASIS FOR ISSUE PRICE ...................................................................................................................... 106
STATEMENT OF TAX BENEFITS ........................................................................................................ 110
SECTION IV: ABOUT OUR COMPANY ........................................................................................... 113
INDUSTRY OVERVIEW ........................................................................................................................ 113
OUR BUSINESS ...................................................................................................................................... 141
REGULATIONS AND POLICIES .......................................................................................................... 157
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 162
OUR SUBSIDIARY ................................................................................................................................. 167
OUR MANAGEMENT ............................................................................................................................ 169
PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES .................................................... 185
RELATED PARTY TRANSACTIONS ................................................................................................... 189
DIVIDEND POLICY................................................................................................................................ 190
SECTION V: FINANCIAL INFORMATION ..................................................................................... 191
FINANCIAL STATEMENTS .................................................................................................................. 191
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS .................................................................................................................
302
FINANCIAL INDEBTEDNESS .............................................................................................................. 327
SECTION VI: LEGAL AND OTHER INFORMATION ................................................................... 328
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS............................................... 328
GOVERNMENT AND OTHER APPROVALS ...................................................................................... 335
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 345
SECTION VII: ISSUE INFORMATION ............................................................................................. 361
TERMS OF THE ISSUE .......................................................................................................................... 361
ISSUE STRUCTURE ............................................................................................................................... 366
ISSUE PROCEDURE ............................................................................................................................... 371
SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ........................ 415
SECTION IX: OTHER INFORMATION ............................................................................................ 428
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 428
DECLARATION ...................................................................................................................................... 430
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meanings as provided below. References to any legislation, act or regulation
shall be to such legislation, act or regulation as amended from time to time.
The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meaning ascribed to such terms under the Companies Act, the SEBI Regulations, the SCRA, the
Depositories Act or the rules and regulations made there under. Notwithstanding the foregoing, terms in the
sections Statement of Tax Benefits, Financial Statements and Main Provisions of the Articles of
Association on pages 110,191 and 415, respectively, shall have the meaning given to such terms in such
sections. Page numbers refer to page numbers of this Red Herring Prospectus, unless otherwise specified.
General Terms
Term Description
our Company, the
Company, the Issuer or
PMFL
Parag Milk Foods Limited, a company incorporated under the Companies Act,
1956 and having its Registered Office at Flat No.1, Plot No. 19, Nav Rajasthan
Society, S.B. Road, Shivaji Nagar, Pune 411 016
We, our, us or Group Unless the context otherwise indicates or implies, refers to our Company
together with its Subsidiary
Company Related Terms
Term Description
Articles / Articles of
Association
Articles of association of our Company, as amended from time to time
BDFPL Bhagyalaxmi Dairy Farms Private Limited
Board / Board of Directors Board of directors of our Company or a duly constituted committee thereof
Compliance Officer Our company secretary who has been appointed as compliance officer of our
Company
Corporate Office The corporate office of our Company, which is located at 20th
Floor Nirmal
Building, Nariman Point, Mumbai 400 021
Director(s) Director(s) on the Board of Directors of our Company
Equity Shares Equity shares of our Company of face value of 10 each
ESOS 2015 The employee stock option scheme of our Company administered by the ESOP
Trust
ESOP Trust The Parag Milk Foods Employees Stock Option Trust
Investor Selling Shareholders IBEF I, IDFC PE and IBEF
IBEF India Business Excellence Fund (a unit scheme of Business Excellence Trust, a
venture capital fund registered under the Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996 and represented by its trustee,
IL&FS Trust Company Limited)
IBEF I India Business Excellence Fund I, a public limited company incorporated
under the laws of the Republic of Mauritius
IDFC PE IDFC Private Equity Fund III, a unit scheme of the IDFC Infrastructure Fund 3
(being a trust created under the Indian Trusts Act, 1881 and a venture capital
fund registered under the Securities and Exchange Board of India (Venture
Capital Funds) Regulations, 1996) of which IDFC Trustee Company Limited,
is a trustee and represented by IDFC Alternatives Limited
IDFC S.P.I.C.E. IDFC S.P.I.C.E. Fund, a venture capital fund registered under the Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996, and
represented through IDFC Asset Management Company Limited
Key Management Personnel /
KMPs
Key management personnel disclosed in the section Our Management on
page 183
Memorandum of Association/
Memorandum
Memorandum of association of our Company, as amended from time to time
Other Selling Shareholders Netra Shah, Priti Shah, Ladderup Finance Limited, Parvati Devi Pasari, Anmol
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Term Description
Insurance Consultants Private Limited, Chetan Pasari and Seema Pasari,
Satyanarayan Kanhaiya Lal Kabra, Seema Narayan Pasari and Narayan
Ramgopal Pasari, Meet Narayan Pasari, Nipa Doshi, Placid Limited, Suneeta
Agrawal, Vimla Oswal and Pratik Oswal
Poojan Foods Poojan Foods Private Limited, a company incorporated under the Companies
Act, 1956 and having its registered office at Block No. 1, Ramkrishna Niwas,
1st Floor, Gokhale Road (North), Dadar (West), Mumbai 400 028. For further
information, see History and Certain Corporate Matters Our relationship
with Poojan Foods Private Limited on page 165
Promoters Promoters of our Company, namely, Devendra Shah, Pritam Shah and Parag
Shah
Promoter Group Persons and entities constituting the promoter group of our Company in terms
of Regulation 2(1)(zb) of the SEBI Regulations and which is disclosed in
Promoters, Promoter Group and Group Companies on page 185
Promoter Group Selling
Shareholders
Netra Shah and Priti Shah
Registered Office The registered office of our Company, which is located at Flat No.1, Plot No.
19, Nav Rajasthan Society, S.B. Road, Shivaji Nagar, Pune 411 016
Registrar of Companies/RoC Registrar of Companies, Maharashtra at Pune
Remaining Selling
Shareholders
The Other Selling Shareholders excluding the Promoter Group Selling
Shareholders
Restated Consolidated
Financial Statements
Restated consolidated financial statement of assets and liabilities as at
December 31, 2015 and March 31, 2015, 2014, 2013, 2012 and 2011 and
statement of profit and loss and statement of cash flows for the nine months
ended December 31, 2015 and for the years ended March 31, 2015, 2014,
2013, 2012 and 2011 of our Company and its Subsidiary read alongwith all the
notes thereto and included in the section Financial Statements on page 192
Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and Restated
Standalone Financial Statements
Restated Standalone Financial
Statements
Restated standalone financial statement of assets and liabilities as at December
31, 2015 and March 31, 2015, 2014, 2013, 2012 and 2011 and statement of
profit and loss and statement of cash flows for the nine months ended
December 31, 2015 and for the years ended March 31, 2015, 2014, 2013, 2012
and 2011 of our Company read along with all the notes thereto and included in
the section Financial Statements on page 249
Selling Shareholders Collectively, the Investor Selling Shareholders and the Other Selling
Shareholders
Shareholders Shareholders of our Company from time to time
Statutory Auditor/Auditor Statutory auditor to our Company, namely Haribhakti & Co., LLP, Chartered
Accountants
Subsidiary Subsidiary of our Company namely, Bhagyalaxmi Dairy Farms Private
Limited
Working Capital Consortium
Loan / WCCL
The working capital facility comprising of fund based and non-fund based
facilities of 2,400.00 million and 55.00 million, respectively, sanctioned to
our Company by the consortium consisting of Union Bank of India, State Bank
of India and IDBI Bank Limited
Issue Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as
proof of registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires, the allotment of the Equity Shares
pursuant to the Fresh Issue and transfer of the Equity Shares offered by the
Selling Shareholders pursuant to the Offer for Sale to the successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder after
the Basis of Allotment has been approved by the Designated Stock Exchange
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Term Description
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion,
with a minimum Bid of 100 million, in accordance with the requirements
specified in the SEBI Regulations and the Red Herring Prospectus
Anchor Investor Allocation
Price
The price at which Equity Shares will be allocated to the Anchor Investor in
terms of this Red Herring Prospectus and the Prospectus, which will be
decided by our Company in consultation with the Investor Selling Shareholders
and the BRLMs on the Anchor Investor Bid/Issue Period Anchor Investor Application
Form
The form used by an Anchor Investor to make a Bid in the Anchor Investor
Portion and which will be considered as an application for Allotment in terms
of the Red Herring Prospectus and Prospectus
Anchor Investor Bid/Issue
Period
The day, one Working Day prior to the Bid/Issue Opening Date, on which Bids
by Anchor Investors shall be submitted, prior to and after which the BRLMs
will not accept any bids from Anchor investors, and Allocation to Anchor
Investors shall be completed
Anchor Investor Issue Price Final price at which the Equity Shares will be Allotted to Anchor Investors in
terms of this Red Herring Prospectus and the Prospectus, which price will be
equal to or higher than the Issue Price, but not higher than the Cap Price. The
Anchor Investor Issue Price will be decided by our Company in consultation
with the Investor Selling Shareholders and the BRLMs Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the Investor Selling Shareholders and the BRLMs to Anchor
Investors on a discretionary basis.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price
Application Supported by
Blocked Amount/ASBA
An application, whether physical or electronic, used by ASBA Bidders, to
make a Bid authorising a SCSB to block the Bid Amount in the ASBA
Account.
Application Supported by
Blocked Amount Form
/ASBA Form
An application form, whether physical or electronic, used by ASBA Bidders,
which will be considered as the application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form
submitted by Bidders for blocking the Bid Amount mentioned in the ASBA
Form
ASBA Bidder All Bidders except Anchor Investors
Bankers to the Issue/Escrow
Collection Banks
Banks which are clearing members and registered with SEBI as bankers to an
issue and with whom the Escrow Account(s) for Anchor Investors will be
opened, in this case being Axis Bank Limited
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under
the Issue and which is described in the section Issue Procedure on page 404
Bid An indication to make an offer during the Bid/Issue Period by a Bidder (other
than Anchor Investor) pursuant to submission of the Bid cum Application
Form, or during the Anchor Investor Bid/Issue Period by Anchor Investors, 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 Regulations in terms of this Red Herring Prospectus and the
Bid cum Application Form
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application
Form and payable by the Anchor Investors/blocked in the ASBA Account for
other Bidders on submission of a Bid in the Issue which shall be net of the
Employee Discount and Retail Discount, as applicable.
However for Eligible Employees applying in the Employee Reservation
Portion and the Retail Individual Bidders applying at the Cut-Off Price, the Bid
amount shall be Cap Price net of Employee Discount or Retail Discount
multiplied by the number of Equity Shares Bid for by such Eligible Employee
or Retail Individual Bidders and mentioned in the Bid cum Application Form
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Term Description
net of Employee Discount / Retail Discount, as the case may be.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context
requires
Bid/ Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries will not accept any Bids, which shall
be notified in all editions of the English national daily newspaper Financial
Express, all editions of the Hindi national daily newspaper Jansatta, and the
Pune edition of the Marathi newspaper Loksatta (Marathi being the regional
language of Maharashtra where our Registered Office is located), each with
wide circulation
Bid/ Issue Opening Date Except in relation to Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting ASBA Bids for the
Issue, which shall be notified in all editions of the English national daily
newspaper Financial Express, all editions of the Hindi national daily
newspaper Jansatta, and the Pune edition of the Marathi newspaper Loksatta
(Marathi being the regional language of Maharashtra where our Registered
Office is located), each with wide circulation
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue
Opening Date and the Bid/Issue Closing Date, inclusive of both days, during
which prospective Bidders can submit their Bids, including any revisions
thereof
Bid Lot [] Equity Shares
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red
Herring Prospectus and the Bid cum Application Form
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms,
i.e., Designated SCSB Branch for SCSBs, Specified Locations for Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs
and Designated CDP Locations for CDPs.
Book Building Process The book building process, as provided in Schedule XI of the SEBI
Regulations, in terms of which this Issue is being made
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the
ASBA Forms to a Registered Broker. The details of such Broker Centres,
along with the names and contact details of the Registered Broker are available
on the respective websites of the Stock Exchanges
BRLMs/Book Running Lead
Managers
The book running lead managers to the Issue, being Kotak Mahindra Capital
Company Limited, JM Financial Institutional Securities Limited, IDFC
Securities Limited and Motilal Oswal Investment Advisors Private Limited
(In compliance with the proviso to Regulation 21A (1) of the SEBI (Merchant
Bankers) Regulations, 1992, read with proviso to Regulation 5 (3) of the SEBI
Regulations, IDFC Securities Limited and Motilal Oswal Investment Advisors
Private Limited will be involved only in marketing of the Issue)
CAN / Confirmation of
Allocation Note
Notice or intimation of allocation of the Equity Shares sent to Anchor
Investors, who have been allocated the Equity Shares, after the Anchor
Investor Bid/Issue Period
Cap Price The higher end of the Price Band, subject to any revision thereto, above which
the Issue Price and the Anchor Investor Issue Price will not be finalised and
above which no Bids will be accepted
Cash Escrow Agreement Agreement dated April 11, 2016 entered into by our Company, the Selling
Shareholders, the Registrar to the Issue, the BRLMs and the Escrow Collection
Bank(s) for collection of the Bid Amounts from the Anchor Investors, transfer
of funds from the Escrow Account to the Public Issue Account and where
applicable, refunds of the amounts collected from the Bidders, on the terms and
conditions thereof
Collecting Depository
Participant or CDP
A depository participant as defined under the Depositories Act, 1996,
registered with SEBI and who is eligible to procure Bids at the Designated
CDP Locations in terms of circular no. GR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI.
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Term Description
Controlling Branches Such branches of SCSBs which coordinate Bids under the Issue with the
BRLMs, the Registrar and the Stock Exchanges, a list of which is available on
the website of SEBI at http://www.sebi.gov.in
Cut-off Price The Issue Price, finalised by our Company in consultation with the Investor
Selling Shareholders and the BRLMs. Only Retail Individual Bidders and the
Eligible Employees bidding in the Employee Reservation Portion are entitled
to Bid at the Cut-off Price, for a Bid Amount not exceeding 200,000 (which
shall be net of Employee Discount / Retail Discount, as applicable). QIBs
(including Anchor Investors) and Non-Institutional Bidders are not entitled to
Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders address, name of the Bidders
father/ husband, investor status, occupation and bank account details
Designated Date Date on which funds are transferred by the Escrow Collection Bank(s) from the
Escrow Account(s) or instructions are given to the SCSBs to unblock the
ASBA Accounts and transfer the amounts blocked by SCSBs as the case may
be, to the Public Issue Account or the Refund Account, as appropriate, after the
Prospectus is filed with the RoC, following which the board of directors may
Allot Equity Shares to successful Bidders/Applicants in the Fresh Issue and the
Selling Shareholders may give delivery instructions for the transfer of the
Equity Shares constituting the Offer for Sale
Designated Intermediaries Syndicate, Sub-Syndicate/Agents, SCSBs, Registered Brokers, Brokers, the
CDPs and RTAs, who are authorised to collect ASBA Forms from the Bidders,
in relation to the Issue
Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA
Forms.
The details of such Designated CDP Locations, along with names and contact
details of the Collecting Depository Participants eligible to accept ASBA
Forms are available on the respective websites of the Stock Exchanges
(http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable
=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm )
Designated RTA Locations Such locations of the RTAs where ASBA Bidders can submit the ASBA
Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges
(http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable
=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm)
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms submitted
by ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/3/3/0/0/Recognised-Intermediaries
or such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange BSE Limited
Diluted Earnings per Share Diluted Earnings per Share has been calculated by dividing restated profit after
tax attributable to Equity shareholders for the year or period by weighted
average dilutive number of Equity Shares.
Draft Red Herring Prospectus
or DRHP
The draft red herring prospectus dated September 30, 2015 issued in
accordance with the SEBI Regulations, which did not contain complete
particulars of the price at which the Equity Shares will be Allotted
Escrow Collection Bank(s) The banks which are clearing members and registered with SEBI as bankers to
an issue and with whom the Escrow Account(s) will be opened Eligible Employees All or any of the following:
(a) a permanent and full time employee of our Company or of our Subsidiary as of the date of filing of this Red Herring Prospectus with the RoC and
5
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Term Description
who continues to be an employee of our Company or of our Subsidiary
until the submission of the ASBA Form and is based, working and present
in India as on the date of submission of the ASBA Form;
(b) a Director of our Company, whether a whole time Director or otherwise, (excluding such Directors not eligible to invest in the Issue under
applicable laws, rules, regulations and guidelines) as of the date of filing
this Red Herring Prospectus with the RoC and who continues to be a
Director of our Company until the submission of the ASBA Form and is
based and present in India as on the date of submission of the ASBA
Form; and
(c) An employee of our Company, who is recruited against a regular vacancy but is on probation as on the date of filing this Red Herring Prospectus
with the RoC and date of submission of the ASBA Form will also be
deemed a permanent and a full time employee.
The maximum Bid Amount under the Employee Reservation Portion by an
Eligible Employee shall not exceed 200,000
Eligible NRIs NRIs from jurisdictions outside India where it is not unlawful to make an offer
or invitation under the Issue and in relation to whom the ASBA Form and this
Red Herring Prospectus constitutes an invitation to subscribe to or purchase the
Equity Shares
Employee Discount Our Company in consultation with the Investor Selling Shareholders and the
BRLMs, may offer a discount of up to [] per Equity Share on the Issue Price
to Eligible Employees and which shall be announced at least five Working
Days prior to the Bid/Issue Opening Date Employee Reservation
Portion
Portion of the Issue being 300,000 Equity Shares aggregating up to []
million available for allocation to Eligible Employees, on a proportionate basis
Escrow Account(s) Account(s) opened for this issue with the Escrow Collection Bank(s) and in
whose favour the Anchor Investors may issue transfer money through direct
credit/NECS/NEFT/RTGS in respect of the Bid Amount when submitting a
Bid
Equity Listing Agreement Listing agreements to be entered into by our Company with the Stock
Exchanges
First Bidder The Bidder whose name appears first in the Bid cum Application Form or
Revision Form and in case of joint Bids, whose name shall also appear as the
first holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above
which the Issue Price will be finalised and below which no Bids will be
accepted
Fresh Issue Fresh issue of up to [] Equity Shares aggregating up to 3,000 million by our
Company
IDFC Securities IDFC Securities Limited
IMARC International Market Analysis Research and Consulting
IMARC Report The report titled Indian Dairy Industry: 2015 dated July 30, 2015 by The
International Market Analysis Research and Consulting Group
Issue Public issue of up to [] Equity Shares of face value of 10 each for cash at a
price of [] each, aggregating up to [] million comprising the Fresh Issue and the Offer for Sale after taking into condieration Employee Discount and
Retail Discount, if applicable.
The Issue includes a reservation of 300,000 Equity Shares aggregating up to
[] million for subscription by Eligible Employees and the Issue less
Employee Reservation Portion is referred to as the Net Issue
Issue Price The final price at which the Equity Shares will be Allotted to Bidders other
than Anchor Investors. Equity Shares will be Allotted to Anchor Investors at
the Anchor Investor Issue Price in terms of this Red Herring Prospectus. Issue
6
-
Term Description
Price will be decided by our Company in consultation with the Investor Selling
Shareholders and the BRLMs, on the Pricing Date. Unless otherwise stated or
the context otherwise implies, the term Issue Price refers to the Issue Price
applicable to investors other than Anchor Investors
A discount of up to [] per Equity Share on the Issue Price may be offered to
Eligible Employees bidding in the Employee Reservation Portion and a
discount of up to [] per Equity Share on the Issue Price may be offered to
Retail Individual Bidders. The Rupee amount of such discount, if any, will be
decided by our Company in consultation with the Investor Selling Shareholders
and the BRLMs
JM Financial JM Financial Institutional Securities Limited (formerly JM Financial
Institutional Securities Private Limited)
Kotak Kotak Mahindra Capital Company Limited
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] Equity
Shares which shall be available for allocation to Mutual Funds only
Net Issue The Issue less the Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Companys share of Issue expenses. For
further information about the Issue expenses, see Objects of the Issue on
page 97
Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders or Eligible
Employees bidding in the Employee Reservation Portion and who have Bid for
Equity Shares for an amount more than 200,000 (but not including NRIs other
than Eligible NRIs)
Non-Institutional Portion The portion of the Net Issue being not being less than 15% of the Net Issue, or
[] Equity Shares which shall be available for allocation on a proportionate
basis to Non-Institutional Bidders, subject to valid Bids being received at or
above the Issue Price
Offer Agreement Agreement dated September 30, 2015, as amended by amendment agreement
dated March 22, 2016 amongst our Company, the Selling Shareholders and the
BRLMs, pursuant to which certain arrangements are agreed to in relation to the
Issue
Offer For Sale Offer for sale of up to 20,572,573 Equity Shares aggregating to up to []
million, comprising of such number of Equity Shares by each of the Selling
Shareholders as set out in The Issue on page 65
Price Band Price band of a minimum price of [] per Equity Share (Floor Price) and the
maximum price of [] per Equity Share (Cap Price) including any revisions
thereof
Price Band and the minimum Bid Lot size for the Issue will be decided by our
Company in consultation with the Investor Selling Shareholders and the
BRLMs and will be advertised, at least five Working Days prior to the
Bid/Issue Opening Date, in all editions of the English national daily newspaper
Financial Express, all editions of the Hindi national daily newspaper Jansatta,
and the Pune edition of the Marathi newspaper Loksatta (Marathi being the
regional language of Maharashtra where our Registered Office is located), each
with wide circulation
Pricing Date Date on which our Company in consultation with the Investor Selling
Shareholders and the BRLMs, will finalise the Issue Price
Prospectus The Prospectus to be filed with the RoC in accordance with Section 26 of the
Companies Act, 2013 containing, inter alia, the Issue Price that is determined
at the end of the Book Building Process, the size of the Issue and certain other
information including any addenda or corrigenda there to
Public Issue Account(s) Account(s) opened with the Public Issue Bank(s) to receive monies from the
Escrow Account(s) and to which funds shall be transferred by the SCSBs from
the ASBA Accounts, on or after the Designated Date
Public Issue Bank(s) Bank(s) with whom the Public Issue Account for collection of bidding amount
from Escrow Account and ASBA Accounts will be opened, in this case being
7
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Term Description
Axis Bank Limited
QIB Portion The portion of the Net Issue (including the Anchor Investor Portion)
amounting to at least 75% of the Net Issue consisting of [] Equity Shares
which shall be Allotted to QIBs (including Anchor Investors) on a
proportionate basis
Qualified Institutional Buyers
or QIBs
Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI
Regulations
Red Herring Prospectus or
RHP
This red herring prospectus dated April 21, 2016 issued by our Company in
accordance with Section 32 of the Companies Act, 2013 and the provisions of
the SEBI Regulations, which does not have complete particulars of the price at
which the Equity Shares will be offered. This Red Herring Prospectus will be
registered with the RoC at least three days before the Bid/Issue Opening Date
and will become the Prospectus upon filing with the RoC after the Pricing Date
Refund Accounts The account opened with the Refund Banks, from which refunds, if any, of the
whole or part of the Bid Amount to Anchor Investors shall be made
Refund Bank Axis Bank Limited
Refunds through electronic
transfer of funds
Refunds through NECS, Direct Credit, RTGS or NEFT, as applicable
Registered Brokers Stock brokers registered with the Stock Exchanges having nationwide
terminals, other than the members of the Syndicate
Registrar and Share Transfer
Agents or RTAs
Registrar and share transfer agents registered with SEBI and eligible to procure
Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar to the
Issue/Registrar
Registrar to the Issue, namely, Karvy Computershare Private Limited
Registrar Agreement The agreement dated September 29, 2015, as amended by an amendment
agreement dated March 22, 2016 entered into between our Company, the
Selling Shareholders and the Registrar to the Issue, in relation to the
responsibilities and obligations of the Registrar to the Issue pertaining to the
Issue
Retail Discount Our Company in consultation with the Investor Selling Shareholders and the
BRLMS, may decide to offer a discount aggregating to [] per Equity Share
to the Issue Price to the Retail Individual Bidders and which shall be
announced at least five Working Days prior to the Bid/ Issue Opening Date Retail Individual Bidders Individual Bidders other than Eligible Employees bidding in the Employee
Reservation Portion, who have Bid for Equity Shares for an amount not more
than 200,000 in any of the bidding options in the Net Issue (including HUFs
applying through their Karta and Eligible NRIs)
Retail Portion The portion of the Net Issue being not more than 10% of the Net Issue, or []
Equity Shares which shall be available for allocation to Retail Individual
Bidders subject to valid Bids being received at or above the Issue Price
Revision Form Form used by the Retail Individual Bidders, to modify the quantity of the
Equity Shares or the Bid Amount in any of their ASBA Forms or any previous
Revision Forms. Kindly note that QIB Bidders and Non-Institutional Bidders
are not allowed to withdraw or lower their Bid (in terms of number of Equity
Shares or the Bid Amount) at any stage
Self Certified Syndicate
Banks or SCSBs
The banks registered with SEBI, offering services in relation to ASBA, a list of
which is available on the website of SEBI
(http://www.sebi.gov.in/sebiweb/home/list/5/3/3/0/0/Recognised-
Intermediaries) or such other website as may be prescribed by SEBI from time
to time
Share Escrow Agreement Agreement dated January 19, 2016, as amended by amendment agreement
dated April 8, 2016 entered into between the Selling Shareholders, our
Company, the BRLMs and the Escrow Agent in connection with the transfer of
Equity Shares under the Offer for Sale by the Selling Shareholders and credit
of such Equity Shares to the demat account of the Allottees
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders.
Stock Exchanges BSE and NSE
8
-
Term Description
Syndicate Agreement Agreement dated April 11, 2016 entered into between the BRLMs, the
Syndicate Members, the Registrar to the Issue, our Company, and the Selling
Shareholders in relation to collection of Bid cum Application Forms by
Syndicate
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as
an underwriter, namely, Kotak Securities Limited, JM Financial Services
Limited, Sharekhan Limited and Motilal Oswal Securities Limited
Syndicate / Members of the
Syndicate
The BRLMs and Syndicate Members
TRS/Transaction Registration
Slip
The slip or document issued by the Syndicate, or the Designated Intermediary
(only on demand), as the case may be, to the Bidder as proof of registration of
the Bid
Underwriters The BRLMs and Syndicate Members
Underwriting Agreement Agreement to be entered into among the Underwriters, our Company and the
Selling Shareholders
Working Days Working Day, with reference to (a) announcement of Price Band; and (b)
Bid/Issue Period, 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, shall mean all trading days of Stock
Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical/Industry Related Terms
Term Description
BIS Bureau of Indian Standards
BR Base Rate
BRR Bank Base Rate
ERP Enterprise Resource Planning
EU European Union
FDA Food and Drug Administration
FSSAI Food Safety and Standards Authority of India
GCMMF Gujarat Co-operative Milk Marketing Federation
ISO International Organisation for Standardisation
LLPD Lakh Litre per day
MMT Million Metric Tonne
SAP Systems, Applications and Products
UHT Ultra Heat Treatment
Conventional Terms/ Abbreviations
Term Description
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of
India, as notified by the Companies (Accounting Standards) Rules, 2006
BSE BSE Limited
CAGR Compounded annual growth rate
Calendar Year Unless the context requires, shall refer to the twelve month period ending
December 31, of the year
Category III Foreign Portfolio
Investors/ Category III FPIs
FPIs who are registered as Category III foreign portfolio investors under the
SEBI FPI Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Client ID Client Identification Number of the Bidders beneficiary account
9
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Term Description
Companies Act Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon notification of the Notified Sections) and the
Companies Act, 2013, read with the rules, regulations, clarifications and
modifications thereunder
Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the notification of
the Notified Sections, read with the rules, regulations, clarifications and
modifications thereunder
Cr.P.C. The Code of Criminal Procedure, 1973
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participants Identification
DP/Depository Participant A depository participant as defined under the Depositories Act
EGM Extraordinary General Meeting
EPS Earnings Per Share
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA
Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder and amendments thereto
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000, as amended
FIIs Foreign Institutional Investors as defined under the SEBI FPI Regulations
FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations
Financial
Year/Fiscal/FY/Fiscal Year
The period of 12 months ending March 31 of that particular year
FIPB Foreign Investment Promotion Board
FVCI Foreign venture capital investors as defined and registered with SEBI under
the Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000
GDP Gross Domestic Product
GIR General Index Register
GoI/Government Government of India
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
IFC International Financial Corporation
IFRS International Financial Reporting Standards
Income Tax Act/ I.T. Act The Income Tax Act, 1961
Ind-AS The Indian Accounting Standard 101 First-time Adoption of Indian
Accounting Standards
India The Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
IPC The Indian Penal Code, 1860
IPO Initial Public Offering
IRDAI Insurance Regulatory and Development Authority of India
LIBOR London Interbank Offered Rate
MICR Magnetic ink character recognition
Mutual Funds Mutual Funds registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of the GoI, published in the Gazette of India
NBFC Non Banking Financial Company
NAV Net Asset Value
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
Notified Sections The sections of the Companies Act, 2013 that have been notified as having
come into effect prior to the date of this Red Herring Prospectus
NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an
10
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Term Description
NRI, FIIs, FPIs and FVCIs
NRI A person resident outside India, who is a citizen of India or a person of Indian
origin, and shall have the meaning ascribed to such term in the Foreign
Exchange Management (Deposit) Regulations, 2000
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB / Overseas Corporate
Body
A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number
PAT Profit after tax
RBI Reserve Bank of India
Rule 144A Rule 144A under the U.S. Securities Act
RoNW Return on Net Worth
/Rs./Rupees Indian Rupees
Regulation S Regulation S under the U.S. Securities Act
RTGS Real time gross settlement
SBI State Bank of India
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, as amended
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000, as amended
SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996, as amended
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended
SPV Special Purpose Vehicle
STT Securities Transaction Tax
State Government The government of a State in India
UBI Union Bank of India
UK United Kingdom
ULIP Unit Linked Insurance Plan
U.S. / United States / USA United States of America
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
U.S. QIBs Qualified Institutional Buyer as defined in Rule 144A under the U.S.
Securities Act
11
-
Term Description
U.S. Securities Act U.S. Securities Act of 1933
USD / US$ United States Dollars
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI
VCF Regulations or the SEBI AIF Regulations, as the case may be
WC Working Capital
12
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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to India contained in this Red Herring Prospectus are to the Republic of India and all references
to the U.S., USA or the United States are to the United States of America.
Financial Data
Unless stated otherwise, financial data included in this Red Herring Prospectus is derived from the Restated
Financial Statements of our Company, prepared in accordance with Indian GAAP and the Companies Act, 1956
and / or Companies Act, 2013 and restated in accordance with the SEBI Regulations, as stated in the report of
the Auditors. The Restated Financial Statements have been included in the section Financial Statements from
page 191 to page 301.
Our Companys financial year commences on April 1 and ends on March 31 of the next year, so all references to
a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year.
There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the
financial information to IFRS or U.S. GAAP financial information has not been provided. Our Company has not
attempted to explain those differences or quantify their impact on the financial data included in this Red Herring
Prospectus, and it is urged that you consult your own advisors regarding such differences and their impact on
our financial data. In addition, see Risk Factors Our Company, will be required to prepare financial
statements under Ind-AS (which is Indias convergence to IFRS). The transition to Ind-AS in India is very
recent and there is no clarity on the impact of such transition on our Company on page 36. Accordingly, the
degree to which the financial information included in this Red Herring Prospectus will provide meaningful
information is entirely dependent on the readers level of familiarity with Indian accounting practices, Indian
GAAP, the Companies Act and the SEBI Regulations. Any reliance by persons not familiar with Indian
accounting practices, Indian GAAP, the Companies Act, the SEBI Regulations on the financial disclosures
presented in this Red Herring Prospectus should accordingly be limited.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off.
Unless otherwise indicated, any percentage amounts, as set forth in this Red Herring Prospectus, including in the
sections Risk Factors, Our Business, Managements Discussion and Analysis of Financial Condition and
Results of Operations on pages 16, 141 and 302 respectively, have been calculated on the basis of the Restated
Financial Statements prepared in accordance with Indian GAAP and the Companies Act, 1956 to the extent
applicable and the Companies Act, 2013 to the extent enforced and restated in accordance with the SEBI
Regulations.
Currency and Units of Presentation
All references to:
or Rupees or Rs. are to Indian Rupees, the official currency of the Republic of India; and
US$ or USD are to United States Dollars, the official currency of the United States of America.
Our Company has presented certain numerical information in this Red Herring Prospectus in million units.
One million represents 1,000,000 and one billion represents 1,000,000,000.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from the report titled Indian Dairy Industry: 2015 dated July 30, 2015 by The International Market
Analysis Research and Consulting (IMARC) Group (the IMARC Report) and publicly available
information as well as other industry publications and sources. The IMARC Report has been prepared at the
request of our Company.
Industry publications generally state that information contained in those publications has been obtained from
sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Accordingly, no investment decision should be made on the basis of such information.
Although we believe that industry data used in this Red Herring Prospectus is reliable, it has not been
13
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independently verified by the BRLMs or our Company, the Selling Shareholders or any of their affiliates or
advisors. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those discussed in the section Risk Factors on page 16. Accordingly, investment
decisions should not be based solely on such information.
The extent to which market and industry data used in this Red Herring Prospectus is meaningful depends on the
readers familiarity with and understanding of methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which our business is conducted, and methodologies
and assumptions may vary widely among different industry sources.
In accordance with the SEBI Regulations, the section Basis for Issue Price on page 106 includes information
relating to our peer group companies. Such information has been derived from publicly available sources, and
neither we nor the Selling Shareholders or the BRLMs have independently verified such information.
Exchange Rates
This Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the SEBI Regulations. These conversions should not be construed as
a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Rupee and the US$ (in Rupees per US$):
(in )
Currency December
31, 2015
As on March
31, 2015
As on March
31, 2014(1)
As on March
31, 2013(2)
As on March
31, 2012(3)
As on March
31, 2011
1 USD 66.32 62.59 60.10 54.39 51.16 44.65
1 EUR 72.50 67.51 82.58 69.54 51.15 63.24 Note: 1. Period end for Fiscal 2014 taken on March 28, 2014 as data is not available for March 29, 2014, March 30, 2014 and March 31, 2014
as these were non-trading days.
2. Period end for Fiscal 2013 taken on March 28, 2013 as data is not available for March 29, 2013, March 30, 2013 and March 31, 2013 as these were non-trading days.
3. Period end for Fiscal 2012 taken on March 30, 2012 as data is not available for March 31, 2012 as this was non-trading day.
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FORWARD-LOOKING STATEMENTS
This Red Herring 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, 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 and assumptions about us
that could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement.
Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to, inter alia, 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 expectations include, but
are not limited to, the following:
Dependence on third parties for procurement of raw milk and transportation and other services;
Changes in customer preferences;
Increase in competition in the dairy industry;
Our geographical concentration;
Emergence of modern trade channels;
Non compliance with changes in the safety, health, environmental and other regulations applicable to us;
Reliance on institutional lenders to meet our financial requirements and non compliance with specific obligations thereunder; and
General economic and business conditions and policies in India.
For further discussion on factors that could cause actual results to differ from expectations, see Risk Factors,
Our Business and Managements Discussion and Analysis of Financial Condition and Results of Operations
on pages 16, 141 and 302, respectively. 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.
There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such
forward-looking statements and not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect current views as of the date of this Red Herring Prospectus and are not a
guarantee of future performance. These statements are based on the managements 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 Selling Shareholders, the BRLMs 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. Our
Company will ensure that the investors in India are informed of material developments until the time of the
grant of listing and trading permission by the Stock Exchanges.
Each Selling Shareholder will ensure that Bidders are informed of material developments in relation to
statements and undertakings made by such Selling Shareholder (in relation to itself and the Equity Shares
offerred by it in the Issue) in this Red Herring Prospectus until the time of grant of listing and trading
permission by the Stock Exchanges.
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SECTION II: RISK FACTORS
RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity
Shares, the industry in which we operate in or to India. Additional risks and uncertainties, not presently known
to us or that we currently deem immaterial 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 and financial condition could suffer, the price of
our Equity Shares could decline, and you may lose all or part of your investment. To obtain a complete
understanding of our Company, prospective investors should read this section in conjunction with the section
titled Our Business and Managements Discussions and Analysis of Financial Condition and Results of
Operations on pages 141 and 302, respectively, as well as the other financial and statistical information
contained in this Red Herring Prospectus. 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.
Prospective investors should pay particular attention to the fact that our Company is incorporated under the
laws of India and is subject to a legal and regulatory environment which may differ in certain respects from that
of other countries. This Red Herring Prospectus also contains forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these
forward-looking statements as a result of certain factors, including the considerations described below and
elsewhere in this Red Herring Prospectus. See Forward-Looking Statements on page 15.
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 otherwise stated, the financial
information of our Company used in this section has been derived from our Restated Consolidated Financial
Statements.
1. There are outstanding criminal proceedings against our Company and our Directors.
There are criminal proceedings outstanding against our Company. These proceedings have been
initiated by the Government of Maharashtra and the Government of Jammu & Kashmir alleging
contravention of Food Safety and Standards (Prohibition and Restriction of Sale) Regulations, 2011,
Food Safety and Standards (Food Product Standards & Additives) Regulations, 2011, Food Safety and
Standards (Packaging and Labelling) Regulations, 2011 and Food Safety and Standards Act, 2006 by
our Company and are pending before the Chief Judicial Magistrate (CJM), Alibaug, the CJM,
Kathua and the High Court of Jammu & Kashmir (wherein our Company has filed a writ petition
against the Food Safety and Standards authorities), respectively.
In relation to the criminal proceedings initiated by the Government of Maharashtra, if found guilty, our
Company would be liable to penalties ranging from 100,000 to 500,000 for each such violation. In relation to the criminal proceedings initiated by the Government of Jammu & Kashmir (and pending
before the High Court of Jammu and Kashmir), a fine of 5,000 has been levied on our Company and our Company was directed to destroy the products seized by the Food Safety Officer. The value of the
seized products was approximately 145,912. In relation to the criminal proceedings initiated by the Government of Jammu & Kashmir before the CJM, Kathua, if found guilty, our Company would be
liable to penalties ranging from 100,000 to 500,000 for each such violation.
Additionally, there are outstanding criminal proceedings against our Independent Directors pending
before appropriate forums. For further details, see Outstanding Litigation and Material
DevelopmentsLitigation involving our Directors on page 333.
2. Our operations are dependent on the supply of large amounts of cows raw milk, and our inability to
procure adequate amounts of good quality raw milk, at competitive prices, may have an adverse
effect on our business, results of operations and financial condition.
Our manufacturing operations are dependent on the supply of large amounts of cows raw milk, which
is the primary raw material used in the manufacture of all our dairy products. Our manufacturing
facilities are located at Manchar, Maharashtra and Palamaner, Andhra Pradesh, and our supply chain
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network includes procurement presence in 29 districts across Maharashtra, Andhra Pradesh, Karnataka
and Tamil Nadu. All of our products are derived only from cows milk and we procure milk from milk
farmers and through chilling centres and bulk coolers, with whom we have no formal arrangements.
Our average daily milk procurement for the nine months ended December 31, 2015 and 2014 and the
financial years 2015 and 2014 was approximately 1.00 million litres, 1.00 million litres, 1.05 million
litres and 0.77 million litres, respectively.
Since we have no formal arrangements with milk farmers, chilling centers or bulk coolers, they are not
obligated to supply their milk to us and they may choose to sell their milk to our competitors. Also, the
amount of raw milk procured and the price at which we procure such supplies, may fluctuate from time
to time in the absence of a formal supply arrangement. The availability and price of raw milk is subject
to a number of factors beyond our control including seasonal factors, environmental factors, general
health of cattle in India and Government policies and regulations. For instance, the volume and quality
of milk produced by cows is dependent upon the quality of nourishment provided by the cattle feed and
could be adversely affected during period of extreme weather. Also, any disease or epidemic affecting
the health of cows in India, specially within our procurement regions, could significantly affect our
ability to procure adequate amounts of raw milk. Further, any change in the policies of the Government
or the respective State Governments where our operations are based, including those affecting the use
or ownership of agricultural land or the dairy industry in general, could adversely affect our business
and results of operations.
We cannot assure you that we will be able to procure all of our raw milk requirements at prices
acceptable to us, or at all, or that we may be able to pass on any increase in the cost of milk to our
customers. Any inability on our part to procure sufficient quantities of raw milk and on commercially
acceptable terms, could lead to a decline in our production and sales volumes and value, which could
have an adverse effect on our business, results of operations and financial condition.
3. A slowdown or shutdown in our manufacturing operations or the under-utilisation of our
manufacturing facilities could have an adverse effect on our business, results of operations and
financial condition.
Our business is dependent upon our ability to manage our manufacturing facilities, which are subject to
various operating risks, including those beyond our control, such as the breakdown and failure of
equipment or industrial accidents and severe weather conditions and natural disasters. Any significant
malfunction or breakdown of our machinery may entail significant repair and maintenance costs and
cause delays in our operations. If we are unable to repair the malfunctioning machinery in a timely
manner or at all, our operations may need to be suspended until we procure machinery to replace the
same. Milk, which is our primary raw material, is a perishable product, any consequently malfunction
or break-down of our machinery or equipment resulting in the slowdown or stoppage of our operations
may adversely affect the quality of products stored with us. Further, we may also be exposed to public
liability from the end consumer for defects in the quality of the products stored in our premises.
Although we have not experienced any significant disruptions at our manufacturing facilities in the past,
we cannot assure you that there will not be any significant disruptions in our operations in the future.
Our inability to effectively respond to such events and rectify any disruption, in a timely manner and at
an acceptable cost, could lead to the slowdown or shut-down of our operations or the under-utilisation
of our manufacturing facilities, which in turn may have an adverse effect on our business, results of
operations and financial condition.
4. We do not have long term agreements with suppliers for our other raw materials and traded goods
and an increase in the cost of or a shortfall in the availability of such raw materials and traded
goods could have an adverse effect on our business, results of operations and financial condition.
Apart from raw milk, we require sugar, flavour, spices, cultures, packaging material, stabilizers,
preservatives and other additives for our manufacturing operations. The cost of materials consumed by
us constituted 74.84%, 76.42% and 76.72% of our total revenues for the nine months ended December
31, 2015 and the financial years 2015 and 2014, respectively. The price and availability of these raw
materials depend on several factors beyond our control, including overall economic conditions,
production levels, market demand and competition for such materials, production and transportation
cost, duties and taxes and trade restrictions. We usually do not enter into long term supply contracts
with any of the raw material suppliers and typically place orders with them in advance of our
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anticipated requirements. The absence of long term contracts at fixed prices exposes us to volatility in
the prices of raw materials that we require and we may be unable to pass these costs onto our customers.
We also face a risk that one or more of our existing suppliers may discontinue their supplies to us, and
any inability on our part to procure raw materials from alternate suppliers in a timely fashion, or on
terms acceptable us, may adversely affect our operations.
Further, we source packaging for our UHT products from Tetra Pak India Private Limited (Tetra
Pak), which is a leading food processing and packaging solutions company. Our negotiating ability
with Tetra Pak may be limited and if we are unable to procure packaging material from them on
reasonable terms, we cannot assure you that we will be able to make arrangements to procure alternate
packaging material, which could disrupt our operations. Any inability to obtain alternate packaging
material or to pass on additional costs to our customers, could have an adverse effect on our business,
results of operations and financial condition.
5. The improper handling, processing or storage of our raw materials or products, or spoilage of and
damage to such raw materials and products, or any real or perceived contamination in our products,
could subject us to regulatory action, damage our reputation and have an adverse effect on our
business, results of operations and financial condition.
All the products that we manufacture are for human consumption and are subject to risks such as
contamination, adulteration and product tampering during their manufacture, transport or storage.
Although raw milk is tested at collection centers and thereafter extensively tested at our facilities, we
cannot assure you that the quality tests conducted by us will be accurate at all times. Also, raw milk,
certain of our other raw materials and our products are required to be stored, handled and transported at
specific temperatures and under certain food safety conditions. Any shortcoming in the production or
storage of our products due to negligence, human error or otherwise, may damage our products and
result in non-compliance with applicable regulatory standards. Any allegation that our products contain
contaminants could damage our reputation, adversely affect our sales and result in legal proceedings
being initiated against us, irrespective of whether such allegations have any factual basis.
We also sell certain ingredients to institutional customers and if the end products manufactured by
those customers are found to be contaminated on account of our ingredients, our customers may return
our goods, terminate their relationships with us and initiate legal proceedings against us. We cannot
assure you that we will not be subject to such product liability claims in the future. Should any of our
products be perceived or found to be contaminated, we may be subject to regulatory action, product
recalls and our reputation, business, results of operations and financial condition may be adversely
affected.
6. The examination report of our Statutory Auditors on our restated financial statements contains
certain qualifications.
Our Statutory Auditor has provided certain qualifications in the examination report relating to our
restated financial statements and made certain observations pursuant to the Companies (Auditors
Report) Order, 2003 and Companies (Auditors Report) Order, 2015, for the last five financial years.
Pursuant to the Companies (Auditors Report) Order, 2003, our Statutory Auditor observed that for the
financial years 2011 and 2012, our internal control system needed to be strengthened to be
commensurate with the size of our Company. Although our Statutory A